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)

Payment of Filing Fee (Check the appropriate box):

[ X ]   No fee required
[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
        0-11.

        (1)  Title of each class of securities to which transaction applies:

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        (2)  Aggregate number of securities to which transaction applies:

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        (3)  Per unit price or other underlying value of transaction computed
             pursuant  to  Exchange  Act  Rule 0-11  (set forth the amount on
             which  the  filing  fee  is  calculated  and  state  how  it was
             determined):

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        (4)  Proposed maximum aggregate value of transaction:

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        (5)  Total fee paid:

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[   ]   Fee paid previously with preliminary materials.
[   ]   Check box if any part  of  the  fee is offset as provided by Exchange
        Act Rule  0-11(a)(2) and identify the filing for which the offsetting
        fee was paid previously. Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of its filing.

        (1)  Amount Previously Paid:

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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 12, 2009

                  ___________________________

Dear Stockholders:

Notice  is  hereby  given  that the  2009  Annual  Meeting  of
Stockholders   (the   "2009   Annual   Meeting")   of   Werner
Enterprises,  Inc.,  a Nebraska corporation  (the  "Company"),
will  be  held  at the Embassy Suites Omaha-La Vista  Hotel  &
Conference Center, 12520 Westport Parkway, La Vista, Nebraska,
on Tuesday, May 12, 2009, at 10:00 a.m. local Central Daylight
time.   This meeting will be held for the following  purposes,
which  are  more  fully  described in the  accompanying  Proxy
Statement:

  1.   To  elect  three Class III directors to  each  serve
       for  a  three-year term expiring at the 2012  Annual
       Meeting  of  Stockholders and until their respective
       successors are elected and qualified.

  2.   To  ratify  the  appointment  of  KPMG  LLP  as  the
       Company's  independent registered public  accounting
       firm for the year ending December 31, 2009.

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

Only  stockholders of record at the close of business on March
23, 2009, will be entitled to receive notice of and to vote at
the 2009 Annual Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials
    for the Stockholder Meeting To Be Held on May 12, 2009
    ______________________________________________________

Enclosed you will find the Proxy Statement (including a Proxy)
relating  to  the  2009  Annual Meeting  and  a  copy  of  the
Company's  Annual Report to Stockholders for  the  year  ended
December  31,  2008  (the "2008 Annual  Report").   (The  2008
Annual  Report  includes our Annual Report on  Form  10-K  for
2008.)  This Notice of Annual Meeting of Stockholders and  the
Proxy  Statement  and 2008 Annual Report  are  also  available
without charge on the Company's website:  www.werner.com under
the "Investor Information" tab.

All  stockholders  are  cordially invited  and  encouraged  to
attend the 2009 Annual Meeting in person.  However, regardless
of  whether you attend the meeting, we request that  you  vote
and  submit  your Proxy as promptly as possible  in  order  to
ensure  the presence of a quorum and that your shares will  be
voted in accordance with your wishes.  Voting instructions are
enclosed  and  provided  in  the  Proxy  Statement  for   your
convenience.  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
Omaha, Nebraska            Senior  Vice  President, Controller
April 10, 2009               and Corporate Secretary




                       TABLE OF CONTENTS
                       _________________

INTRODUCTION                                             1
  Annual Meeting Information                             2
  Voting Information and Instructions                    2
     Record Date                                         2
     Methods of Stockholder Voting                       2
     Revoking Your Proxy                                 2
     Voting Your Proxy                                   3
     Stockholder Privacy                                 3
     Election of Directors and Cumulative Voting         3
     Quorum                                              3
  Expenses of Solicitation                               3
  Other Matters                                          4
PROPOSAL 1 - ELECTION OF DIRECTORS                       4
  Election and Voting Process                            4
  Director Nominees                                      4
  Current Director Information                           4
  Recommendation of the Board of Directors - Proposal 1  6
CORPORATE GOVERNANCE                                     6
  Role of the Board of Directors                         6
  Corporate Governance Policies and Materials            7
  Committees of the Board of Directors                   7
  Director Independence Determination                    7
  Audit Committee                                        7
     Audit Committee Independence and Financial Expert   8
  Compensation Committee                                 8
     Compensation Committee Independence                 9
     Compensation Committee Interlocks and Insider
      Participation                                      9
  Nominating and Corporate Governance Committee          9
  Attendance at Board and Committee Meetings and Annual
   Meeting                                               10
  Stockholder Communications with the Board of Directors 10
  Director Nomination Process                            11
  Director Compensation and Benefits                     12
     Director Stock Ownership                            12
     2008 Compensation of Directors                      12
  Report of the Audit Committee                          13
EXECUTIVE OFFICERS                                       14
  Current Executive Officer Information                  14
BENEFICIAL OWNERSHIP OF COMMON STOCK                     16
  Section 16(a) Beneficial Ownership Reporting
   Compliance                                            16
  Security Ownership of Directors, Executive Officers
   and Certain Beneficial Owners                         16

                             i


EXECUTIVE COMPENSATION                                   18
  Compensation Discussion and Analysis                   18
     Named Executive Officers                            18
     2008 Executive Compensation Program and Objectives  19
     Elements of Executive Compensation                  20
     Compensation Process and Determination              25
     Competitive Peer Groups and Benchmarking            27
     Other Executive Compensation Policies and
      Considerations                                     28
  Employment Arrangements                                30
  Arrangements and Potential Payments Upon Termination
   or Change in Control                                  30
     Termination                                         30
     Change in Control                                   30
     Potential Benefits Payable Under the Equity Plan    30
  Report of the Compensation Committee                   31
  Summary Compensation Table                             32
  All Other Compensation for 2008                        34
  Grants of Plan-Based Awards for 2008                   35
  Outstanding Equity Awards at 2008 Year-End             35
  Option Exercises for 2008                              38
  Nonqualified Deferred Compensation for 2008            38
     Deferrals                                           38
     Earnings                                            39
     Distributions and "In Service" Withdrawals          39
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            40
  Fees of Independent Registered Public Accounting Firm  40
     Audit Fees                                          40
     Audit-Related Fees                                  40
     Tax Fees                                            40
  Policy of Audit Committee Pre-Approval of Audit and
   Non-Audit Services Performed by the Independent
   Registered Public Accounting Firm                     41
  Recommendation of the Board of Directors - Proposal 2  41
TRANSACTIONS WITH RELATED PERSONS                        42
  Review and Approval of Related Person Transactions     42
  Related Person Transactions                            42
     Land Lease Agreement                                42
     Family Members of Executive Officers and Directors  43
     Owner-Operators                                     44
     Personal Use of Corporate Aircraft                  44
OTHER BUSINESS                                           44
STOCKHOLDER PROPOSALS                                    44
STOCKHOLDERS SHARING THE SAME ADDRESS                    45
CONTACTING THE CORPORATE SECRETARY AND EXECUTIVE OFFICES 45
INTERNET WEBSITE AND AVAILABILITY OF MATERIALS           46

                              ii


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

                      PROXY STATEMENT FOR
                ANNUAL MEETING OF STOCKHOLDERS
                         MAY 12, 2009
                   ________________________

                         INTRODUCTION

We are sending you this Proxy Statement in connection with the
solicitation  of  proxies  by  our  Board  of  Directors  (the
"Board") for the 2009 Annual Meeting of Stockholders of Werner
Enterprises, Inc.  The 2009 Annual Meeting will  be  held  for
the  purposes  set  forth in the Notice of Annual  Meeting  of
Stockholders  on the cover page of this Proxy  Statement.   We
are  mailing the Proxy Statement, Proxy and our Annual  Report
to  Stockholders for the year ended December 31,  2008  ("2008
Annual Report") on or about April 10, 2009.

In  this Proxy Statement, we also use the following terms  and
abbreviations:
    *  We  refer to Werner Enterprises, Inc. as the "Company,"
       "we" or "us."
    *  The 2009 Annual Meeting of Stockholders is referred  to
       as the "Annual Meeting" or "2009 Annual Meeting."
    *  References  to "2008" and "for the year ended  December
       31, 2008" mean the Company's fiscal year for the period
       beginning January 1, 2008 and ending December 31, 2008.
    *  The  term  "executive officers" means those  executives
       listed  in  the  Current Executive Officer  Information
       section on page 14 of this Proxy Statement and  on  our
       website.
    *  "Named  Executive  Officers" means the  five  executive
       officers  identified  on  pages  18  and  19   of   the
       Compensation  Discussion and Analysis section  of  this
       Proxy Statement.
    *  "Proxy  Materials" means the Proxy Statement and  Proxy
       relating to the 2009 Annual Meeting and the 2008 Annual
       Report.
    *  We  also  refer  to  our  "website,"  which  means  the
       Internet website available at www.werner.com under  the
       "Investor Information" tab, as provided in the Internet
       Website  and Availability of Materials section of  this
       Proxy Statement.

This  Proxy Statement and our 2008 Annual Report are available
on our website.  In these Proxy Materials, we refer to certain
reports  and forms that we have filed with the Securities  and
Exchange  Commission  ("SEC").  All of  our  SEC  filings  are
available on our website.  You may also request copies of  our
SEC  filings and Proxy Materials from the Corporate  Secretary
at  the  contact  information provided in the  Contacting  the
Corporate  Secretary  and Executive Offices  section  of  this
Proxy Statement.

                             1


Annual Meeting Information

The  2009 Annual Meeting of Stockholders will be held at 10:00
a.m. local Central Daylight time on Tuesday, May 12, 2009,  at
the  Embassy Suites Omaha-La Vista Hotel & Conference  Center,
and  at any adjournment(s) thereof.  The Embassy Suites Omaha-
La  Vista  Hotel  &  Conference Center  is  located  at  12520
Westport Parkway in La Vista, Nebraska, which is situated just
off  U.S.  Interstate 80 and the Giles Road  Exit  442  in  La
Vista's  Southport development.  Should you require additional
directions to attend the meeting and vote in person,  you  may
contact  our Corporate Secretary at the information set  forth
in  the  Contacting  the  Corporate  Secretary  and  Executive
Offices  section  on  page 45.  At the  meeting,  Clarence  L.
Werner, Gregory L. Werner and Gary L. Werner and other members
of  our management team will discuss our results of operations
and  business  plans.  Members of our Board of Directors  will
also be present to answer your questions.

Voting Information and Instructions

Record Date.  The record date for the Annual Meeting is  March
23, 2009.  On the record date, 71,576,367 shares of our issued
$0.01  par value common stock were outstanding.  At the Annual
Meeting,  each stockholder will be entitled to  one  vote  (in
person  or by Proxy) per share that is owned of record at  the
close of business on March 23, 2009.  Each share has one  vote
on  each matter.  Our stock transfer books will not be closed.
On  March  23,  2009, the closing market price of  our  common
stock  as  reported on the NASDAQ Global Select  MarketSM  was
$14.55 per share.

Methods of Stockholder Voting.  Only stockholders of record as
of  the  close of business on the record date are entitled  to
notice of, attend and vote at the Annual Meeting.  Shares that
may  be  voted at the Annual Meeting include shares  that  are
held  by  (i)  "registered stockholders" and (ii)  "beneficial
owners."

If  your shares are registered directly in your name with  our
transfer   agent,   you   are   considered   the   "registered
stockholder"  with  respect to those shares.   If  you  are  a
registered stockholder, you may vote your shares by mail using
the  enclosed  Proxy and postage-paid return envelope  and  by
following  the  instructions appearing on  the  Proxy.   As  a
registered  stockholder,  you may also  vote  your  shares  in
person at the Annual Meeting.

Most stockholders hold their shares through a broker, bank  or
other  nominee, rather than holding shares registered directly
in   their  name.   In  that  case,  you  are  considered  the
"beneficial owner" of shares held in street name.  If you  are
a  beneficial  owner, then your broker, bank or other  nominee
will instruct you as to how your shares may be voted by proxy,
including  whether Internet or telephonic voting  options  are
available.  As a beneficial owner of shares, you may not  vote
in  person  at  the Annual Meeting unless you obtain  a  legal
proxy  from your broker, bank or other nominee that gives  you
the right to vote the shares.

Regardless  of  your  type  of stock  ownership,  signing  and
returning the Proxy by mail, or submitting your proxy  by  the
Internet  or  telephone,  does not  affect  your  right  as  a
stockholder to vote in person at the Annual Meeting.

Revoking Your Proxy.  Any stockholder who delivers an executed
Proxy  has the right to revoke the Proxy at any time prior  to
its  use  at  the Annual Meeting.  You may revoke  your  Proxy
before  the  Annual Meeting by (i) delivering  a  written  and
executed  notice of revocation of the Proxy to  the  Corporate
Secretary  at  our  executive  offices  or  (ii)  executing  a
subsequent  Proxy  (dated later than the previously  submitted
Proxy).  Alternatively, you may revoke your Proxy by attending
the  Annual Meeting, informing the Corporate Secretary of your
Proxy  revocation  and voting in person.   Attendance  at  the
Annual  Meeting,  in  and of itself,  will  not  constitute  a
revocation of a Proxy.

                             2


Voting Your Proxy.  When a Proxy is executed and returned (and
not  revoked) prior to the Annual Meeting, the Proxy  will  be
voted according to the instructions you made when granting the
Proxy.  Unless you specify otherwise or no choice is indicated
on  your Proxy, all shares of our common stock represented  by
the Proxy will be voted:
    (i)    FOR  the  election of all nominees  for  Class  III
           director ("Proposal 1");
    (ii)   FOR the ratification of the appointment of KPMG LLP
           as  our  independent registered  public  accounting
           firm for 2009 ("Proposal 2"); and
    (iii)  In  accordance with the best judgment of the  named
           proxies  on  any  other  matters  properly  brought
           before   the  Annual  Meeting  or  any  adjournment
           thereof.    See   Other  Matters  in   this   Proxy
           Statement.

Stockholder Privacy.  As a matter of Company policy,  we  keep
all  proxies,  ballots  and voting tabulations  that  identify
individual   stockholders  private  and  confidential.    Such
documents  are  available  for  examination  only  by  certain
Company representatives associated with processing proxies and
tabulating  the  vote.  Stockholder votes are  not  disclosed,
except as may be necessary to meet legal requirements.

Election of Directors and Cumulative Voting.  With respect  to
the  election  of  directors, Company stockholders  (or  their
proxy if one is appointed) have cumulative voting rights under
the  laws of the State of Nebraska.  This means that  you  (or
your  proxy) may:  (i) vote your shares for as many  directors
as  are to be elected; (ii) cumulate your shares and give  one
director nominee an amount of votes equal to the total  number
of  directors to be elected multiplied by the total number  of
your shares; or (iii) distribute an amount of votes calculated
as  described in (ii) among as many director nominees  as  you
desire.   If you wish to vote cumulatively, you must  vote  in
person or give your specific cumulative voting instructions to
the  designated proxy, and your instructions must indicate the
number of votes represented by your shares that are to be cast
for one or more of the director nominees.  The solicitation of
proxies  on  behalf  of  the Board  of  Directors  includes  a
solicitation  for discretionary authority to  cumulate  votes.
You  may  withhold  authority to vote for  any  nominee(s)  by
striking  through  the  name(s)  of  such  nominee(s)  on  the
accompanying Proxy.

Quorum.  For business to be conducted at the Annual Meeting, a
quorum  must be present.  The presence at the Annual  Meeting,
either in person or by Proxy, of a majority of all outstanding
shares  of common stock entitled to vote at the Annual Meeting
will  constitute  a  quorum for the transaction  of  business.
Both  abstentions  and broker non-votes are  counted  for  the
purpose  of  determining whether a quorum is present  for  the
transaction of business.  ("Broker non-votes" are shares  held
by  a  broker or nominee that are represented by proxy at  the
Annual  Meeting, but the beneficial owner of such  shares  has
not  instructed  the  broker or nominee  to  vote  on  certain
matters  and has not given the broker or nominee discretionary
voting power.)  If a quorum is not present, the Annual Meeting
will be adjourned until a quorum is obtained.

Expenses of Solicitation

We  will  bear all costs of this proxy solicitation, including
expenses  for the preparation, printing, assembly and  mailing
of  materials.  Some of our directors, officers and  employees
may  also  solicit  proxies  in person  or  by  the  Internet,
telephone  or other electronic communications, and  they  will
not  receive  any  additional  compensation  for  making  such
solicitations.   We  will also reimburse brokerage  firms  and
other  custodians and fiduciaries for all reasonable  expenses
incurred  for forwarding Proxy Materials to beneficial  owners
of  our  stock  in accordance with customary  practice.   Your
cooperation in promptly voting your shares and submitting your
Proxy will help to avoid additional expense.

                             3


Other Matters

On  the  date  of mailing this Proxy Statement, the  Board  of
Directors  knows  of  no other matters to  be  brought  before
stockholders  at  the Annual Meeting other  than  the  matters
described  in this Proxy Statement.  If any other matters  are
properly presented at the meeting, your signed Proxy gives the
persons   named   on  the  enclosed  Proxy  the  discretionary
authority to vote the shares represented thereby in accordance
with their best judgment.

              PROPOSAL 1 - ELECTION OF DIRECTORS

Our  Articles of Incorporation provide that there shall be two
or  three  separate  classes of directors.   Each  class  must
consist  of  not less than two, nor more than five, directors,
and  the classes should be nearly equal in number as possible.
Our  By-Laws provide for eight directors, divided  into  three
classes (Class I, II and III), and each class should have  the
same  number  of directors to the extent possible.   Directors
hold  office for a term of three years, and each term  expires
at  the third succeeding annual meeting of stockholders  after
the  respective director's election and until a  successor  is
elected and qualified.  The terms of office for each class  of
current directors expire at the annual meeting of stockholders
in  the  following years:  Class I, 2010; Class II, 2011;  and
Class III, 2009.

Election and Voting Process

Assuming the presence of a quorum, directors are elected  when
they  receive a plurality of affirmative votes cast by holders
of  the  outstanding shares of our common  stock,  present  or
represented  by proxy, at the Annual Meeting and  entitled  to
vote  thereon.   This means that the three 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  or
otherwise) will not impact the election of directors except to
the extent that such failure to vote for a nominee results  in
another individual receiving a larger proportion of the  total
votes.

Each  of  the nominees designated in this Proxy Statement  has
indicated his intention to serve as a director if elected, and
the Board does not know of any reason why any nominee will  be
unavailable  for  election.  In the event any nominee  becomes
unwilling  or  unable  to  serve as  a  director,  the  shares
represented by your accompanying Proxy will be voted  for  any
substitute nominee designated by the Board, unless your  Proxy
withholds  authority  to  vote  for  the  unavailable   and/or
substitute   nominee.    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.

Director Nominees

You  will  be asked to elect three directors in Class  III  to
each  serve for a three-year term expiring at the 2012  Annual
Meeting of Stockholders and until his respective successor  is
elected  and qualified.  Clarence L. Werner, Patrick  J.  Jung
and  Duane  K.  Sather are current Class III  directors  whose
terms will expire at the 2009 Annual Meeting.  They have  been
nominated  for election at the 2009 Annual Meeting  for  terms
expiring at the 2012 Annual Meeting of Stockholders and  until
their respective successors are duly elected and qualified.

Current Director Information

Set  forth  in  the  table on the following  page  is  certain
information  provided to us by the director nominees  and  the
directors  whose  terms will continue after  the  2009  Annual
Meeting, all of whom are current directors.

                             4





                             Members of the Board of Directors
-----------------------------------------------------------------------------------------
                                                                           Term
 Name                               Principal Occupation                   Ends    Class
 ----                               --------------------                   ----    -----
                                                                           
 Clarence L. Werner           Chairman of Werner Enterprises, Inc.         2009     III
 Gary L. Werner            Vice Chairman of Werner Enterprises, Inc.       2011     II
 Gregory L. Werner           President and Chief Executive Officer         2011     II
                                   of Werner Enterprises, Inc.
 Gerald H. Timmerman    President of Timmerman & Sons Feeding Co., Inc.    2010     I
 Michael L. Steinbach     Owner of Steinbach Farms & Equipment Sales       2011     II
                                  and Steinbach Truck & Trailer
 Kenneth M. Bird              President and Chief Executive Officer        2010     I
                                of the Bright Futures Foundation
 Patrick J. Jung      Chief Operating Officer of Surdell & Partners LLC    2009     III
 Duane K. Sather             Former Chairman of Sather Companies           2009     III



CLARENCE L. WERNER, 71, operated Werner Enterprises as a  sole
proprietorship  from  1956 until the incorporation  of  Werner
Enterprises,  Inc. in September 1982.  He has been  a  Company
director  since  that time and also served as President  until
1984.   Since 1984, Mr. Werner has been our Chairman,  and  he
served as our Chief Executive Officer from 1984 until February
2007.   Mr. Werner is the father of Gary L. Werner and Gregory
L. Werner.

GARY  L. WERNER, 51, has been a director of the Company  since
its  incorporation.  Mr. Werner was General Manager of  Werner
Enterprises, Inc. and its predecessor from 1980 to  1982.   He
also  served as Vice President from 1982 until 1984,  when  he
was  named  our  President and Chief Operating  Officer.   Mr.
Werner was then named Vice Chairman in 1991 and has held  such
position since that time.  From 1993 to April 1997, Mr. Werner
also  reassumed the duties of President.  Gary L. Werner is  a
son of Clarence L. Werner and a brother of Gregory L. Werner.

GREGORY  L.  WERNER,  49, was elected as  a  director  of  the
Company in 1994.  He served as our Vice President from 1984 to
March 1996 and was Treasurer from 1982 until 1986.  Mr. Werner
was  promoted  to Executive Vice President in March  1996  and
became  President in April 1997.  Mr. Werner has also directed
revenue equipment maintenance for Werner Enterprises, Inc. 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.   Mr.
Werner was named our Chief Executive Officer in February 2007.
Gregory L. Werner is a son of Clarence L. Werner and a brother
of Gary L. Werner.

GERALD H. TIMMERMAN, 69, was elected as a Company director  in
1988.   Since  1970,  Mr.  Timmerman  has  been  President  of
Timmerman  & Sons Feeding Co., Inc. in Springfield,  Nebraska.
He  also  serves  as  a member of the board  of  directors  of
McCarthy Group, LLC.  Timmerman & Sons Feeding Co., Inc. is  a
cattle  feeding  and ranching corporation with  operations  in
several  Midwestern states.  McCarthy Group, LLC is a  private
equity investment firm based in Omaha, Nebraska.

MICHAEL  L.  STEINBACH, 54, was elected as a director  of  the
Company  in  2002.   He has been the sole owner  of  Steinbach
Farms  &  Equipment  Sales  since  1980.   Steinbach  Farms  &
Equipment Sales buys and sells farmland and equipment  and  is

                             5


located in Valley, Nebraska.  Mr. Steinbach has also been  the
sole  owner  of Steinbach Truck & Trailer, a semi-tractor  and
trailer  dealership located in Valley, Nebraska,  since  1997.
He also farms or custom farms approximately six thousand acres
of farmland.

KENNETH  M.  BIRD, PH.D., 61, was appointed by  our  Board  of
Directors in 2002 to fill a vacant director position  and  was
then  elected  by  the stockholders in  2004.   Prior  to  his
retirement  in May 2008, Dr. Bird served as Superintendent  of
Westside  Community Schools in Omaha, Nebraska since 1992  and
also  held  various administrative positions in  the  Westside
School District since 1981.  He is currently the President and
Chief  Executive Officer of the Bright Futures  Foundation,  a
nonprofit entity and initiative that serves youth education in
Omaha, Nebraska.  Dr. Bird is also active in local, state  and
national professional organizations, and he serves on a number
of community and civic boards.

PATRICK  J.  JUNG,  61, was elected as a Company  director  in
2003.   He currently serves as the Chief Operating Officer  of
Surdell  &  Partners  LLC, an advertising  company  in  Omaha,
Nebraska.  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  also  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 is a member of the board of directors  of
Burlington  Capital  Group LLC (including  America  First  Tax
Exempt  Investors L.P.) and serves on its audit and governance
committees.  He is also a member of the board of directors  of
Supertel  Hospitality, Inc. and serves as its audit  committee
chair and as a member of its nominating committee.  Located in
Omaha,  Nebraska,  Burlington  Capital  Group  LLC's  business
involves  real estate, money management and emerging  markets.
Supertel   Hospitality,   Inc.,  headquartered   in   Norfolk,
Nebraska,  is  a real estate investment trust  that  owns  and
acquires limited-service hotels in the United States.

DUANE  K.  SATHER,  64, was elected as a Company  director  in
2006.   He 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 the President  of
Sather  Trucking  Corporation.  From 1988  to  1996,  he  also
served  as  Chairman  of  Sathers  Inc.,  a  wholesale   candy
manufacturer and distributor.  Sather Trucking Corporation and
Sathers Inc. were sold to Favorite Brands International,  Inc.
in 1996.

Recommendation of the Board of Directors - Proposal 1

The  Board of Directors recommends that stockholders vote  FOR
the  election of each Class III director nominee.  Holders  of
proxies  solicited by the Board in this Proxy  Statement  will
vote  the  proxies  as  directed  on  each  Proxy,  or  if  no
instruction  is  made,  for  the election  of  all  Class  III
director nominees.


                     CORPORATE GOVERNANCE

Role of the Board of Directors

One  of  the  primary roles of the Board of  Directors  is  to
oversee  our  senior management in the competent  and  ethical
operation of our business and to ensure that our stockholders'
interests  are  being  properly  served.   To  achieve   these
objectives, the Board establishes and maintains high standards
of  responsibility and ethics that, when consistently  applied
and followed, contribute to our business's overall success.

Corporate Governance Policies and Materials

The  members  of our Board of Directors possess a  variety  of
experience, knowledge and judgment, and the diversity of these
skills  complements our corporate governance  structure.   Our
corporate governance policies are designed to enable effective

                             6


and   thorough  decision-making  and  to  allow   proper   and
comprehensive  monitoring  of the  Company's  performance  and
compliance.   Our fundamental corporate governance  principles
and  practices are set forth in our Code of Corporate  Conduct
and other policies, each of which is available on our website.

Committees of the Board of Directors

The  Board  of  Directors conducts its  business  through  (i)
meetings  of the Board, (ii) actions taken by written  consent
in  lieu of meetings, (iii) actions of its committees and (iv)
discussions  with  management, the  independent  auditors  and
other  consultants retained from time to time.  The Board  has
three   standing   committees:   the  Audit   Committee,   the
Compensation  Committee  and  the  Nominating  and   Corporate
Governance  Committee  ("Governance  Committee").   The  Board
elects  committee members at the Board's annual organizational
meeting.   A  majority  of  full committee  membership  elects
committee chairs, unless elected by the full Board.  Committee
members  cannot  be  removed except  by  a  majority  vote  of
independent   directors   in  office   at   the   time.    The
responsibilities  and duties of each committee  are  discussed
below.

The committees operate pursuant to written charters (including
any amendments thereto) approved and adopted by the Board.  In
2008,  the  Audit  Committee amended its  charter  to  further
reflect  applicable  listing standards  of  The  Nasdaq  Stock
Market ("NASDAQ"), and the Board approved these amendments  on
February  18, 2008.  The Compensation Committee and Governance
Committee  charters were not amended in 2008 or in 2009  prior
to  the  date of this Proxy Statement.  Each of the  committee
charters is available on our website.

The composition of each committee is as follows:




                          Audit       Compensation    Governance
 Name                   Committee       Committee      Committee
 ----                   ---------       ---------      ---------
                                            
 Kenneth M. Bird            X               X
 Patrick J. Jung       X (Chairman)   X (Chairman)
 Duane K. Sather            X                              X
 Michael L. Steinbach       X                              X
 Gerald H. Timmerman        X               X        X (Chairman)



Director Independence Determination

The  Board  has determined that all members of  the  Board  of
Directors  are  independent pursuant  to  SEC  rules  and  the
listing  standards  adopted  by  NASDAQ,  except  for  Messrs.
Clarence L. Werner, Gary L. Werner and Gregory L. Werner.  The
Board  has also determined that each member of the three Board
committees  satisfies the applicable independence requirements
of NASDAQ, the SEC and the Internal Revenue Service ("IRS").

Audit Committee

Our  Board  of  Directors established a  separately-designated
standing  Audit  Committee  to  oversee  our  accounting   and
financial  reporting  processes and  our  financial  statement
audits, in accordance with the applicable SEC rules and NASDAQ
listing  standards.  As more fully described in  its  charter,
the   Audit  Committee  is  responsible  for  overseeing   our
accounting  and financial reporting processes, which  includes
but is not limited to:
    *  Discussing  the  annual audit and resulting  letter  of
       comments with management;
    *  Consulting  with the auditors and management  regarding
       the adequacy of internal controls;

                             7


    *  Reviewing  our  financial  statements  prior  to  their
       release with management and the independent auditors;
    *  Evaluating with management the process used to  support
       the   Chief   Executive  Officer  and  Chief  Financial
       Officer certifications that accompany our periodic  SEC
       filings;
    *  Appointing  the  independent  auditors  for  the   next
       fiscal year;
    *  Reviewing   and  approving  all  audit  and   non-audit
       services;
    *  Overseeing  the work of our internal audit  department;
       and
    *  Assessing  and maintaining procedures for the anonymous
       submission  of  complaints  concerning  accounting  and
       auditing irregularities.

The  Audit  Committee periodically meets in executive  session
with our independent auditors and also in a separate executive
session  with  the senior manager in charge  of  our  internal
audit  department.  These meetings are conducted  without  the
presence of our management.

Audit  Committee Independence and Financial Expert.  Our Board
of  Directors has determined that each Audit Committee  member
(i)  meets  the  independence  criteria  for  Audit  Committee
membership   prescribed  by  Rule  10A-3(b)(1)   and   Section
10A(m)(3)  of  the Securities Exchange Act of 1934  ("Exchange
Act");  (ii) is independent under the NASDAQ listing standards
and  (iii)  has  sufficient knowledge  and  sophistication  in
financial  and auditing matters under the NASDAQ  rules.   The
Board   also  designated  Mr.  Jung  as  an  "audit  committee
financial expert" as defined under the SEC rules.

We have provided the Report of the Audit Committee for 2008 in
this Proxy Statement on page 13.

Compensation Committee

The  Compensation Committee is responsible for determining and
approving the compensation of our Chairman, Vice Chairman  and
President  and  Chief  Executive  Officer.   The  Compensation
Committee   also  approves  the  compensation  of  all   other
executive  officers  after considering the recommendations  of
our  Chairman, Vice Chairman and President and Chief Executive
Officer.   The Compensation Committee is also responsible  for
recommending  to  the  Board  the  compensation  policies  for
"outside  directors"  as  defined in  Section  162(m)  of  the
Internal  Revenue  Code  of 1986, as  amended  (the  "Internal
Revenue Code"), and U.S. Treasury Regulation Section 1.162-27.
In  this  Proxy Statement, "outside directors" refers  to  our
Board  members  who  are not employees or  executives  of  the
Company  and  satisfy the "outside director"  requirements  of
Section  162(m)  of the Internal Revenue  Code.   All  of  our
outside    directors    satisfy   the   NASDAQ    independence
requirements.

The Compensation Committee has responsibility for oversight of
and  determining awards of equity compensation pursuant to our
Equity   Plan.   Our  Equity  Plan  provides  for  grants   of
nonqualified  stock  options,  restricted  stock   and   stock
appreciation  rights  ("SARs") to employees  and  non-employee
directors.   With respect to the Equity Plan, the Compensation
Committee  has  authority to determine the  terms  of  granted
awards,  including (i) recipients; (ii) the number  of  shares
subject  to  each  award; (iii) the date on which  awards  are
granted,  exercisable and become vested; (iv) whether  or  not
awards  may  be  exercised in installments; (v)  the  type  of
award; (vi) the form of consideration payable upon exercise of
each award; and (vii) any other terms of the awards consistent
with the terms of the Equity Plan.

As  explained  in more detail under Compensation  Process  and
Determination within the Compensation Discussion and  Analysis
section, the Compensation Committee delegated to our President
and  Chief Executive Officer certain authority that allows him
to  modify  the  base  salaries of executive  officers  within
ranges   established  by  the  Compensation  Committee.    The
Compensation  Committee  reviews and approves  any  such  base

                             8


salary  changes  at  its  year-end  meeting.   This  task  was
performed in 2008.  The Compensation Committee also determines
the  compensation of the Chairman, Vice Chairman and President
and Chief Executive Officer independent of each such officer's
participation or consultation.

During  2008, the Compensation Committee continued  to  retain
the  firm  of Towers Perrin as its compensation consultant  to
assist  with  the  continued  development  and  evaluation  of
compensation  policies  and with the Compensation  Committee's
determinations  of  compensation  awards.   The   Compensation
Committee  engaged  Towers Perrin to provide  independent  and
unbiased  third-party advice and expertise regarding executive
compensation and to provide a competitive market pay  analysis
for  our Named Executive Officers.  This analysis compared the
base   salary,  annual  cash  bonus  and  long-term  incentive
components  of compensation to both a competitive  peer  group
and the general industry.

We  have provided the Report of the Compensation Committee for
2008 in this Proxy Statement on page 31.  For more information
about  the Compensation Committee's activities, refer  to  the
Compensation  Discussion  and  Analysis  and  Report  of   the
Compensation Committee sections of this Proxy Statement.

Compensation  Committee Independence.  Our Board of  Directors
has determined that all current Compensation Committee members
satisfy   the   applicable   SEC   and   NASDAQ   independence
requirements.  Each Compensation Committee member is also  (i)
a  "non-employee director" as defined by Rule 16b-3 under  the
Exchange  Act  and (ii) an "outside director"  as  defined  in
Section  162(m) of the Internal Revenue Code and U.S. Treasury
Regulation Section 1.162-27.

Compensation  Committee Interlocks and Insider  Participation.
No  member  of  the Compensation Committee was an  officer  or
employee of the Company at any time during 2008 or on the date
of   this  Proxy  Statement.   In  2008,  no  member  of   the
Compensation  Committee had any relationships or  transactions
with  the  Company that would require disclosure as a "related
person transaction" under the SEC rules and regulations and in
the Proxy Statement section entitled Transactions with Related
Persons.   During 2008, none of our executive officers  served
on  the  board of directors or compensation committee  of  any
other entity whose executive officer(s) served as a member  of
our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

The  Governance  Committee  is responsible  for  the  director
nomination process.  These duties include assisting the  Board
in identifying, evaluating and recruiting qualified candidates
for  election  to  the Board.  The Governance  Committee  also
recommends for the Board's approval the director nominees  for
any  election of directors.  The Governance Committee is  also
responsible   for   various  corporate   governance   matters,
including  the  development  and oversight  of  our  corporate
governance  and compliance policies and practices and  ethical
standards   of   conduct  for  our  directors,  officers   and
employees.  The Governance Committee administers our  policies
regarding "related person transactions" (as discussed  in  the
Transactions with Related Persons section herein) and  reviews
and  approves  or disapproves any such transactions.   A  more
complete  description of the Governance Committee's  functions
is provided in its charter.

Attendance  at Board and Committee Meetings and Annual Meeting

During 2008, the following meetings were held:
     Board of Directors:
        *  The Board held five meetings.
        *  Four   executive   sessions  of   the   independent
           directors  were also held without the  presence  of
           management.
        *  The Board acted twice by unanimous written consent.

                             9


     Audit Committee:
        *  The Audit Committee held five meetings.
        *  Four  executive  sessions without the  presence  of
           management were also conducted with the independent
           auditors.
        *  Four  executive  sessions without the  presence  of
           management  were  held with the senior  manager  of
           internal audit.
        *  Mr.   Jung  participated  in  four  meetings   with
           management  and  the independent auditors  for  the
           purpose of reviewing financial results prior to the
           issuance of earnings press releases.
        *  The  Audit  Committee  did  not  act  by  unanimous
           written consent.
     Compensation Committee:
        *  The Compensation Committee held four meetings.
        *  The Compensation Committee did not act by unanimous
           written consent.
     Nominating and Corporate Governance Committee:
        *  The Governance Committee held one meeting.
        *  The  Governance Committee did not act by  unanimous
           written consent.

During 2008, each incumbent director attended and participated
in  at least 75% of all meetings of the Board of Directors and
Board  committees on which he served.  The average  Board  and
Board  committee  meeting attendance was  97%.   We  encourage
directors to attend annual meetings of stockholders,  although
we  do  not have a formal policy regarding director attendance
at  these meetings.  All of our directors attended our  Annual
Meeting  of  Stockholders in May 2008, and we anticipate  that
most, if not all, of our directors will attend the 2009 Annual
Meeting.

Stockholder Communications with the Board of Directors

The   Board  of  Directors  established  a  process  by  which
stockholders  and other parties may communicate directly  with
members  of  the Board and/or the independent directors  as  a
group.   You  may  direct any matter intended  for  the  Board
and/or  independent  directors  by  writing  to  the  intended
recipients in care of our Corporate Secretary at our executive
offices.   The Corporate Secretary reserves the right  not  to
forward  any  abusive, threatening or otherwise  inappropriate
materials.   A majority of our independent directors  approved
the   process   for  collecting  and  organizing   stockholder
communications  received  by our Corporate  Secretary  on  the
Board's behalf.  Our Stockholder Communications Procedure  for
Communicating with the Board of Directors is included  on  our
website.

Director Nomination Process

Our Nominating and Corporate Governance Committee Directorship
Guidelines  and  Selection  Policy  ("Directorship  Guidelines
Policy")  and  Policy  Regarding Director  Recommendations  by
Stockholders   ("Stockholder   Recommendation   Policy")   are
available  on  our website.  Stockholders may also  request  a
copy  of  these policies by writing to our Corporate Secretary
at  our  executive  office  address  provided  in  this  Proxy
Statement.   The purpose of these policies is to describe  the
process  by  which  nominees for the Board  of  Directors  are
selected.   Each policy was approved by the Board of Directors
and is administered by the Governance Committee.

Generally,   the   Governance  Committee  considers   director
candidates   suggested  by  Board  members,   management   and
stockholders.  With respect to director candidates  identified
by   stockholders,   the  Stockholder  Recommendation   Policy
applies.   In  accordance with the Stockholder  Recommendation
Policy,  the  Governance  Committee will  consider  candidates
recommended  by  stockholders  that  have  beneficially  owned
(individually or as a group), for at least one year, at  least
2% of our issued and outstanding common stock entitled to vote

                             10


on  the recommendation.  Such stock ownership is determined as
of  the date the stockholder recommendation is submitted.  You
must  submit stockholder recommendations in writing, and  each
recommendation  must  include  all  information  required  and
requested by the Stockholder Recommendation Policy.

In  order  for  a stockholder's candidate to be evaluated  and
considered  as  a  prospective nominee, you must  submit  your
recommendation to our Corporate Secretary not  less  than  120
days  before the one-year anniversary of the release  date  of
the  previous  year's  proxy  statement.   (For  example,  the
release  date of the 2008 proxy statement was April  8,  2008.
Stockholder recommendations intended for consideration for the
director  elections  at  the 2009 Annual  Meeting  had  to  be
submitted   on  or  before  December  8,  2008.)   Stockholder
recommendations  for director nominees must  be  submitted  no
later  than  December 11, 2009 for the 2010 Annual Meeting  of
Stockholders.

Generally,  candidates for director positions  should  possess
the following skills and traits:
    *  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;
    *  Sufficient  time to devote to meetings and consultation
       on Board matters; and
    *  Freedom   from   conflicts  of  interest   that   would
       interfere  with  the  candidate's  performance   as   a
       director.

The   Governance  Committee  evaluates  prospective   nominees
against  certain  minimum  standards  and  qualifications,  as
identified   in  the  Directorship  Guidelines  Policy.    The
standards  and  qualifications set forth in  the  Directorship
Guidelines  Policy  include,  but  are  not  limited  to,  the
prospective nominee's business experience, skills, talents and
ability   to   contribute  to  our  success.   The  Governance
Committee also considers other relevant factors, such  as  the
balance of management and independent directors, the need  for
Audit  Committee  expertise and relevant industry  experience.
Prospective  director candidates nominated by stockholders  in
accordance  with  the  Stockholder Recommendation  Policy  are
evaluated  by the Governance Committee in the same  manner  as
any other prospective candidate.  We have not engaged and have
not  paid any fees to any third party for assistance with  the
director nomination process.

Director Compensation and Benefits

Only  outside directors on our Board receive compensation  for
their   service  as  one  of  our  directors.   These  outside
directors  receive  an  annual compensation  package  that  is
designed  to  attract,  motivate and retain  highly  qualified
independent   professionals  to  represent  our  stockholders.
Directors who are employees of the Company do not receive  any
compensation for their service on our Board of Directors.

Our 2008 annual compensation package for outside directors  is
comprised  of the annual cash retainers and cash meeting  fees
provided  in the Outside Director Retainers and Fees table  on
the  next  page.  We will also reimburse each outside director
at  cost  for all of their respective reasonable out-of-pocket
travel  expenses incurred in connection with their  attendance
at  Board  and  Board  committee meetings.   The  Compensation
Committee  and  Board  believe the  current  outside  director
retainer  levels  are appropriate to attract  and  retain  top
outside Board members.

                             11





                       Outside Director Retainers and Fees
----------------------------------------------------------------------------------
 Fee or Retainer                                 Amount Paid in 2008
 ---------------                                 -------------------
                                
 Annual Board Retainer for                             $15,000
 Board Membership                  (paid in quarterly installments of $3,750 each)

 Annual Retainer for the                               $10,000
 Audit Committee Chairman(1)       (paid in quarterly installments of $2,500 each)

 Annual Retainer for the                               $5,000
 Compensation Committee            (paid in quarterly installments of $1,250 each)
 Chairman(2)

 Board of Directors Meeting Fee                        $2,000
                                            (paid for each Board meeting)

 Board Committee Meeting Fee                           $2,000
                                    (paid for each committee meeting not held on
                                    the held on the same day as a Board meeting)



 ----------------
 (1)   This retainer is not provided to the other directors
       serving on the Audit Committee.
 (2)   This retainer is not provided to the other directors
       serving on the Compensation Committee.

Director  Stock  Ownership.   We  do  not  have  formal  stock
ownership  requirements for outside directors.  The individual
stock  ownership of each outside director is set forth in  the
table   under  Security  Ownership  of  Directors,   Executive
Officers  and Certain Beneficial Owners within the  Beneficial
Ownership of Common Stock section.

2008 Compensation of Directors.  The compensation received  by
each  outside  director varies because  such  compensation  is
based  on (i) the number of Board and committee meetings held,
(ii) the Board committees on which the outside director serves
and  (iii) whether the individual is the Chairman of the Audit
Committee or the Compensation Committee.

The  2008 Director Compensation table on page 13 presents  the
compensation earned by each individual serving as  an  outside
director  during  2008  for  service  on  our  Board  and  its
committees.   This table does not include those directors  who
are  also  employees  of  the Company  because  such  employee
directors  did not receive any compensation in 2008 for  their
service on our Board.  In 2008, we did not grant any awards of
stock,  stock  options, SARs or restricted  stock  to  outside
directors.   For  that reason, we have omitted  those  columns
from the table.

                             12





                                2008 Director Compensation
---------------------------------------------------------------------------------------

                        Fees Earned or     Non-Equity
                         Paid in Cash    Incentive Plan         All Other
 Name                       ($)(1)      Compensation ($)    Compensation ($)  Total ($)
 ----                       ------      ----------------    ----------------  ---------
                                                                   
 Kenneth M. Bird            33,000             -                   -           33,000
 Patrick J. Jung            48,000             -                   -           48,000
 Duane K. Sather            31,000             -                   -           31,000
 Michael L. Steinbach       31,000             -                   -           31,000
 Gerald H. Timmerman        33,000             -                   -           33,000



 ----------------
 (1)   The amounts in this column include fees and retainers
       received for Board membership, Board committee
       membership and for service as the Audit Committee
       Chairman and Compensation Committee Chairman.


Report of the Audit Committee

The  following  report  of the Audit Committee  shall  not  be
deemed  to  be  "soliciting  material"  or  to  otherwise   be
considered  "filed"  with the SEC, nor shall  this  report  be
subject to Regulation 14A (other than as indicated) or to  the
liabilities set forth in Section 18 of the Securities Exchange
Act  of  1934.   This  report  shall  not  be  deemed  to   be
incorporated by reference into any prior or subsequent  filing
under  the  Securities Act of 1933 or the Securities  Exchange
Act   of   1934,  except  to  the  extent  that  the   Company
specifically  incorporates it by reference  or  treats  it  as
soliciting material.

The Audit Committee of the Board of Directors is comprised  of
Dr.  Bird  and Messrs. Jung, Sather, Steinbach and  Timmerman.
Mr.  Jung is the Chairman of the Audit Committee.  All of  the
Audit  Committee  members are qualified independent  directors
under   the   audit   committee   structure   and   membership
requirements of the NASDAQ and SEC rules and regulations.  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 conducts its
oversight    activities    by    exercising    the     certain
responsibilities and powers set forth in its  written  charter
adopted  by the Board.  A copy of the charter is available  on
the Company's website.

The  general  duties of the Audit Committee include  reviewing
the Company's financial information that will be presented  to
stockholders   and   filed  with  the  SEC;   appointing   the
independent  auditors;  reviewing  services  provided  by  the
Company's  independent registered public accounting  firm  and
internal   audit  department;  and  evaluating  the  Company's
accounting  policies  and its system of  established  internal
controls.

The  Audit Committee does not prepare financial statements  or
perform audits, and its members are not auditors or certifiers
of  the Company's financial statements.  Rather, the Company's
management  is  responsible for the preparation,  consistency,
integrity  and  fair  presentation of the Company's  financial
statements,  accounting  and  financial  principles,  internal
control and disclosure control systems and procedures designed
to  ensure  compliance  with applicable accounting  standards,
laws  and  regulations.   The Company's independent  auditors,
KPMG  LLP, are responsible for performing an independent audit
of  the financial statements and for expressing an opinion  on
the  conformity of those statements with accounting principles
generally accepted in the United States of America ("GAAP").

                             13


In  conjunction  with the preparation of  the  Company's  2008
audited  financial  statements, the Audit Committee  met  with
both management and the independent auditors of the Company to
review  and  discuss  significant accounting  issues  and  the
financial  statements included in the Company's Annual  Report
on  Form 10-K for 2008 prior to the issuance of such financial
statements.  Management advised the Audit Committee that  such
financial  statements were prepared in accordance  with  GAAP,
and  the  Audit Committee discussed such financial  statements
with  management  and  the independent  auditors.   The  Audit
Committee's   assessment  included  a  discussion   with   the
Company's  independent  auditors regarding  matters  that  are
required  to  be discussed pursuant to Statement  on  Auditing
Standards  No.  61 (Communication with Audit  Committees),  as
amended  (AICPA, Professional Standards, Vol.  I,  AU  section
380) and as adopted by the Public Company Accounting Oversight
Board  in  Rule  3200T,  and  as superseded  by  Statement  on
Auditing  Standards No. 114 (The Auditor's Communication  With
Those  Charged With Governance) adopted by the Public  Company
Accounting Oversight Board.

The  Audit  Committee also received and reviewed  the  written
disclosures  and  letter submitted to  the  committee  by  the
Company's  independent  auditors,  KPMG  LLP.   Such   written
disclosures and letter are required by applicable requirements
of  the  Public  Company Accounting Oversight Board  regarding
KPMG  LLP's communications with the Audit Committee concerning
independence.  The Audit Committee and KPMG LLP also discussed
KPMG  LLP's  independence as the independent auditors  of  the
Company.

Based  on  the  foregoing reviews and discussions,  the  Audit
Committee  recommended  to the Board  of  Directors  that  the
audited  financial  statements be included  in  the  Company's
Annual Report on Form 10-K for 2008, for filing with the SEC.

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


                      EXECUTIVE OFFICERS

Our  By-Laws provide that each executive officer holds his  or
her  respective office for a term of one year or until his  or
her  successor becomes duly elected and qualified, except that
a  term  may  be (i) longer than one year if such  service  is
specified in an employment contract or (ii) terminated  sooner
than  one  year  because of death, resignation  or  otherwise.
Pursuant  to  the By-Laws, our Board of Directors  elects  our
executive   officers  at  the  Board's  annual  organizational
meeting   immediately   following  the   annual   meeting   of
stockholders.

Current Executive Officer Information

The table on page 15 identifies our current executive officers
and  the  capacities in which they now serve.  Also set  forth
following the table is certain information provided to  us  by
these  executive  officers regarding their  acquired  business
experience.

                             14





                                   Executive Officers
--------------------------------------------------------------------------------------
 Name                                    Position with the Company                 Age
 ----                                    -------------------------                 ---
                                                                              
 Clarence L. Werner                               Chairman                          71
 Gary L. Werner                                 Vice Chairman                       51
 Gregory L. Werner                 President and Chief Executive Officer            49
 Derek J. Leathers          Senior Executive Vice President-Value Added Services    39
                                & International and Chief Operating Officer
 H. Marty Nordlund          Senior Executive Vice President-Specialized Services    47
 Robert E. Synowicki, Jr.  Executive Vice President and Chief Information Officer   50
 Richard S. Reiser              Executive Vice President and General Counsel        63
 John J. Steele                Executive Vice President, Treasurer and Chief        51
                                             Financial Officer
 Jim S. Schelble                Executive Vice President-Sales and Marketing        48




For  information regarding the business experience of  Messrs.
Clarence  L.  Werner, Gary L. Werner and  Gregory  L.  Werner,
please refer to the Current Director Information section under
the   Proposal  1  -  Election  of  Directors  of  this  Proxy
Statement.

DEREK  J. LEATHERS, joined the Company in 1999 as the Managing
Director-Mexico  Division.  During  his  tenure  with  us,  he
received  the following promotions:  (i) Vice President-Mexico
Division  in 2000; (ii) Vice President-International in  2001;
(iii) Senior Vice President-International in April 2003;  (iv)
Senior  Vice President-Van Division and International in  July
2003;  and  (v)  Executive  Vice  President-Van  Division  and
International in 2004.  In 2006, Mr. Leathers was promoted  to
his  current position as Senior Executive Vice President-Value
Added  Services ("VAS") and International.  He also serves  as
our  Chief  Operating  Officer, a position  to  which  he  was
elected  by  the Board on May 29, 2008.  Prior to joining  the
Company,  Mr. Leathers was Vice President of Mexico Operations
for  two  years  at  Schneider  National,  a  large  truckload
carrier, and he held various other management positions during
his eight-year career at Schneider National.

H.  MARTY NORDLUND, joined us in 1994 as an account executive.
He  then  received the following promotions with the  Company:
(i)  Director of Dedicated Fleet Services in 1995; (ii) Senior
Director  of  Dedicated Fleet Services  in  1997;  (iii)  Vice
President-Dedicated  Fleet  Services  in   1998;   (iv)   Vice
President-Specialized  Services  in  2001;  (v)  Senior   Vice
President-Specialized  Services in 2003;  and  (vi)  Executive
Vice  President-Specialized Services in 2005.   In  2006,  Mr.
Nordlund was named to his current position as Senior Executive
Vice  President-Specialized Services.  Prior  to  joining  the
Company,  Mr. Nordlund held various management positions  with
Crete  Carrier  Corporation, a large privately held  truckload
carrier.

ROBERT E. SYNOWICKI, JR., joined the Company in 1987 as a  tax
and finance manager.  Since that time, he was appointed to the
following  positions:   (i)  Treasurer  in  1989;  (ii)   Vice
President,  Treasurer  and Chief Financial  Officer  in  1991;
(iii) Executive Vice President and Chief Financial Officer  in
March  1996;  and  (iv)  Executive Vice  President  and  Chief
Operating  Officer  in November 1996.  He  was  named  to  his
current  position  as  Executive  Vice  President  and   Chief
Information  Officer in 1999.  Mr. Synowicki was  employed  by
the  independent public accounting firm of Arthur  Andersen  &
Co.  as  a  certified public accountant from  1983  until  his

                             15


employment with us in 1987.  Mr. Synowicki also serves on  the
board  of  directors of Blue Cross and Blue Shield of Nebraska
and other professional organizations.

RICHARD  S.  REISER, joined the Company as Vice President  and
General  Counsel  in 1993.  He was promoted to  our  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  us, he was engaged in the private practice of law  as  a
principal  and  director  of Gross  &  Welch,  a  professional
corporation and law firm, in Omaha, Nebraska.  Mr.  Reiser  is
also  active  in various professional and civic  organizations
and  serves  on  the board of directors or as an  officer  for
several of these associations.

JOHN  J.  STEELE,  joined the Company in 1989  as  Controller.
During  his  time with us, he was appointed to  the  following
positions:   (i)  Corporate  Secretary  in  1992;  (ii)   Vice
President-Controller and Corporate Secretary  in  1994;  (iii)
Vice President, Treasurer and Chief Financial Officer in 1996;
and  (iv) Senior Vice President, Treasurer and Chief Financial
Officer in 2004.  He was named to his current position as  our
Executive   Vice  President,  Treasurer  and  Chief  Financial
Officer  in  2005.  Mr. Steele was employed by the independent
public accounting firm of Arthur Andersen & Co. as a certified
public  accountant  from 1979 until his  employment  with  the
Company in 1989.

JIM  S.  SCHELBLE,  joined us in 1998 as our  Manager  of  New
Business Development.  During his tenure with the Company, Mr.
Schelble  was  promoted  to  the  following  positions:    (i)
Director of National Accounts in 1999; (ii) Senior Director of
Dedicated Services in 2000; (iii) Associate Vice President  of
Corporate   and   Dedicated   Sales   in   2002;   (iv)   Vice
President-Sales  in 2003; and (v) Senior Vice  President-Sales
in 2004.  In 2005, he was named to his current position as our
Executive  Vice  President-Sales  and  Marketing.   Prior   to
joining  the  Company, Mr. Schelble spent  twelve  years  with
Roadway  Express, a less-than-truckload carrier, in a  variety
of   management  positions  within  operations,   sales,   and
marketing.


             BENEFICIAL OWNERSHIP OF COMMON STOCK

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the Exchange Act requires our  officers  and
directors, and persons who own more than 10% of our registered
class  of  equity securities (common stock), to file with  the
SEC  reports  of  beneficial ownership  and  changes  in  such
beneficial  ownership.  Officers, directors and  greater  than
10%  stockholders  are required by SEC  rules  to  furnish  us
copies  of all Section 16(a) forms they file.  We file Section
16(a)  reports  on  behalf of our officers  and  directors  to
report  their  initial  and subsequent changes  in  beneficial
ownership of our common stock.

Based  solely upon our review of (i) the reports we  filed  on
behalf  of  our  officers and directors, (ii) copies  of  such
forms  furnished to us and (iii) written representations  from
certain  reporting persons that no other reports were required
for  those  persons, we believe that all Section 16(a)  filing
requirements applicable to our officers, directors and greater
than 10% beneficial owners were complied with during 2008.

Security  Ownership  of  Directors,  Executive  Officers   and
Certain Beneficial Owners

The  Beneficial Ownership table on page 17 sets forth  certain
information  as  of  March  23,  2009,  with  respect  to  the
beneficial ownership of our common stock by:
    (i)   Each of our directors and director nominees;
    (ii)  Each  Named Executive Officer listed in the  Summary
          Compensation  Table on page 33 under  the  Executive
          Compensation section;

                             16


    (iii) Each  person  known to us to beneficially  own  more
          than  5%  of  the outstanding shares of  our  common
          stock; and
    (iv)  All   current  executive  officers,  directors   and
          director nominees as a group.

On  March  23, 2009, we had 71,576,367 shares of common  stock
outstanding.  Except as otherwise indicated in the table,  the
persons  listed  have  sole voting power and  sole  investment
power  with  respect  to  such  shares  of  our  common  stock
indicated  as  beneficially owned by them.   Unless  otherwise
noted, the physical business address of each beneficial  owner
set forth below is 14507 Frontier Road, Omaha, Nebraska 68138.

The  footnotes to the Beneficial Ownership table are  provided
on the following page.




                                  Beneficial Ownership
------------------------------------------------------------------------------------
 Name of                      Shares      Right to       Total     Percent of Shares
 Beneficial Owner             Owned      Acquire (1)     Shares     Outstanding (2)
 ----------------             -----      -----------     ------     ---------------
                                                            
 Clarence L. Werner (3)     23,084,318      85,000     23,169,318       32.3%
 Gary L. Werner (4)          1,573,086     456,668      2,029,754        2.8%
 Gregory L. Werner           3,303,594     601,669      3,905,263        5.4%
 Derek J. Leathers             2,347       105,418       107,765           *
 John J. Steele                5,995        49,584        55,579           *
 Kenneth M. Bird                500           -            500             *
 Patrick J. Jung               2,000          -           2,000            *
 Duane K. Sather               7,000          -           7,000            *
 Michael L. Steinbach            -            -             -              -
 Gerald H. Timmerman           6,000          -           6,000            *
 Dimensional Fund            5,324,148        -         5,324,148        7.4%
 Advisors LP (5)
 All executive officers,    28,001,249    1,391,839    29,393,088       40.3%
 directors and director
 nominees as a group
 (14 persons) (3)(4)



 *Indicates beneficial ownership of less than 1%.

 ----------------

                             17


 (1)   This column represents shares of our common stock that
       a respective individual may acquire upon exercising
       stock options that are vested as of March 23, 2009 or
       that will vest and become exercisable 60 days
       thereafter.  The shares underlying these options are
       not outstanding and may not be voted at the 2009 Annual
       Meeting.  This column does not include any shares of
       restricted stock because all such shares awarded by the
       Company will vest more than 60 days after March 23,
       2009.
 (2)   The percentages are based upon 71,576,367 shares, which
       equals our outstanding shares as of March 23, 2009.  In
       accordance with SEC rules, for individuals who hold
       options exercisable within 60 days of March 23, 2009,
       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 23,169,318 shares, sole dispositive power for
       8,168,068 of these 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 this trust is Union Bank and Trust Company, which
       has sole investment and sole 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 this trust is Becky K. Werner, Mr. Werner's
       wife, and she has sole investment and sole 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 (Amendment No. 2) as of December
       31, 2008, as filed with the SEC by Dimensional Fund
       Advisors LP.  Dimensional Fund Advisors LP claims sole
       voting power of 5,141,209 shares and sole dispositive
       power of 5,324,148 shares, but does not claim any
       shared voting power or shared dispositive power with
       respect to any of these shares.  According to the
       Schedule 13G filing, the address of this stockholder is
       Palisades West, Building One, 6300 Bee Cave Road,
       Austin, Texas 78746.



                    EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This  section  of  the  Proxy Statement identifies  our  Named
Executive Officers and explains how our compensation  policies
and  practices are developed and operate with respect to  such
Named  Executive  Officers.   In Compensation  Discussion  and
Analysis,   we   also  discuss  and  analyze   our   executive
compensation  program  and the executive compensation  amounts
shown  in  such section.  This discussion should  be  read  in
conjunction with the Summary Compensation Table (including the
related   tabular   and   narrative   disclosures)   and   the
Compensation  Committee section under Corporate Governance  in
this  Proxy  Statement.  As indicated  in  that  section,  the
Compensation   Committee  of  the  Board   of   Directors   is
responsible   for  establishing  our  executive   compensation
policies  and overseeing our executive compensation practices.
Our Compensation Committee is also comprised solely of outside
directors,  each  of  whom is independent pursuant  to  NASDAQ
listing standards.

Named  Executive  Officers.  Pursuant to the  SEC  rules,  our
Named  Executive  Officers  consist  of  the  Chief  Executive
Officer ("CEO"), Chief Financial Officer ("CFO") and the three
most highly compensated executive officers (excluding the  CEO
and CFO) who were executive officers as of December 31, 2008.

Our  five Named Executive Officers are identified in the table
on page 19.

                             18





                               Named Executive Officers
    -----------------------------------------------------------------------------
         Name                 Position with the Company
         ----                 -------------------------
                        
    1.   Clarence L. Werner   Chairman
    2.   Gary L. Werner       Vice Chairman
    3.   Gregory L. Werner    President and Chief Executive Officer
    4.   Derek J. Leathers    Senior Executive Vice President-VAS & International
                              and Chief Operating Officer
    5.   John J. Steele       Executive Vice President, Treasurer and
                              Chief Financial Officer



The Compensation Committee believes the executive compensation
program for our Named Executive Officers has been instrumental
to  our  business and in helping us accomplish our objectives.
We  also regard the program as appropriate and fair in view of
our  financial  performance relative to our  competitive  peer
group  and  given the challenging economic and freight  market
conditions  in  2008.   We believe these difficult  conditions
have  resulted  in  a  more competitive market  for  executive
talent  but,  during  this tough economic  period,  our  total
compensation  mix  allows  us  to retain  qualified  executive
officers who possess the necessary experience and expertise to
manage  the  Company, contribute to our long-standing  success
and  create  value for our stockholders.  (The peer  group  is
identified  in  the Competitive Peer Groups  and  Benchmarking
section within the Compensation Discussion and Analysis.   Our
2008 financial statements are included in our Annual Report on
Form 10-K for 2008 filed with the SEC on March 2, 2009.)

2008  Executive  Compensation  Program  and  Objectives.   Our
executive  compensation  program is designed  to  achieve  the
following primary objectives:
    *  Attract,  motivate  and  retain  talented  high-quality
       executives  who  contribute to the advancement  of  our
       strategic, operational and financial goals and  to  our
       long-term  success in today's competitive  markets  and
       industry.
    *  Reward  our  executive  officers for  their  individual
       performance,   leadership  and  contribution   to   the
       achievement of our overall business objectives.
    *  Support  our  Mission Statement, Vision  Statement  and
       guiding corporate principles.  (Our Mission and  Vision
       Statements    are   included   on   our   website    at
       www.werner.com under "About Us.")

The   Compensation   Committee  carries  out   our   executive
compensation objectives by applying the following principles:
    *  Provide  compensation  that is  competitive  with  that
       paid   by  companies  in  our  industry  for  executive
       talent.   Our Compensation Committee has the  authority
       to  engage  the  services of a third-party  advisor  to
       assist  with determining how our executive compensation
       program compares to those of other companies.
    *  Reward  performance by considering factors such as  (i)
       our   financial   performance,   (ii)   the   executive
       officer's  individual performance and  contribution  to
       our  overall  business goals and (iii) the  performance
       of   the   executive  officer's  business   unit   when
       evaluated  in light of overall Company performance  and
       the year's market, industry and economic conditions.
    *  Ensure    that   highly   capable   and   goal-oriented
       executives  remain  motivated  and  committed  to   the
       Company,  even  when  downturns  in  the  industry  and
       economy affect Company performance.  This principle  is

                             19


       important  with  respect to encouraging our  executives
       to  remain  with  the Company for long  and  productive
       careers.
    *  Encourage  executive  officers to  become  stockholders
       and  facilitate  stock  ownership  in  the  Company  by
       offering  equity-based compensation.  We  believe  that
       stock   ownership   links   our   executive   officers'
       interests  with those of our stockholders and  supports
       strategic  decision-making and actions that will  serve
       our long-term interests.
    *  Provide limited executive perquisites.

Elements of Executive Compensation.  The five elements of  our
2008  executive  compensation program are:  (i)  base  salary,
(ii) performance-based compensation, (iii) long-term incentive
compensation,   (iv)  perquisites  and  (v)   benefits.    The
following discussion explains these elements and their primary
purposes  with  respect  to  our 2008  executive  compensation
program.

     Base   Salary.   Base  salary  is  a  fixed  element   of
       compensation that we pay to each executive officer  for
       the    performance   of   his   primary   duties    and
       responsibilities.  Generally, each respective executive
       officer's   base  salary  is  commensurate  with   such
       person's  responsibility, experience,  tenure  and  job
       performance.   We  review base salaries  on  an  annual
       basis  and  at  the  time of hire, promotion  or  other
       change  in  job  function  and responsibilities.   Base
       salaries  are  not  established on  the  basis  of  any
       specific performance criteria, but a number of  factors
       are   considered  when  determining  individual  salary
       levels.   These factors include but are not limited  to
       (i)  the individual's overall performance and the level
       of  responsibility  and complexity of  the  executive's
       job;  (ii)  the performance of the business unit(s)  or
       function(s)  under  his  leadership;  (iii)   how   the
       executive  officer's salary compares to  those  of  our
       other  executives;  (iv)  our overall  performance  and
       achievements; (v) the economic and business  conditions
       affecting  the Company at the time of the  review;  and
       (vi)  salaries paid by companies within our competitive
       peer group for the same or similar positions.  The base
       salaries  paid  to each of our executive officers  will
       vary  due to the application of these factors.   Market
       adjustments to executive base salaries may be made when
       there  is a significant change in an officer's position
       or  responsibilities  or  if  competitive  market  data
       indicates  a significant deviation compared  to  market
       salary  practices.  However, while we may be guided  by
       such events and data, we do not set compensation levels
       at  targeted or specific levels relative to that  of  a
       particular peer, competitor or industry group.

       The  Compensation  Committee's determination  of  Named
       Executive  Officer compensation packages are  primarily
       made  through  the exercise of its particular  judgment
       and  by applying the factors discussed above.  The 2008
       base  salaries  of  our  Named Executive  Officers  are
       disclosed in the Summary Compensation Table.  With  the
       exception of Mr. Leathers, base salary levels  in  2008
       were identical to those in 2007 because we believed the
       2007 levels remained competitive and modifications were
       not  warranted  to  achieve our executive  compensation
       program  objectives.   The 2008 base  salaries  of  our
       Named  Executive Officers averaged slightly  above  the
       75th  percentile  when compared  to  the  salaries  for
       similar  positions  with companies in  our  competitive
       peer  group.  Mr. Leathers' base salary increased as  a
       result  of  his  promotion to Chief  Operating  Officer
       ("COO")  in  May  2008 and because  of  his  additional
       responsibilities.

     Performance-Based     Compensation.     Performance-based
       compensation is typically awarded in the form of annual
       cash  bonuses.   Our  annual cash bonus  program  is  a
       discretionary program designed to encourage and  reward
       executives for performance during the fiscal  year  and
       on  a  more short-term basis.  However, we believe  the
       annual cash bonus program also contributes to our long-
       term  success because it rewards and drives  individual
       performance and motivates executive officers to improve
       our  overall  performance.  Historically,  annual  cash
       bonus payments to executive officers have been the same
       or  higher than the previous year's payment,  and  this

                             20


       practice  correlates  with  our  relatively  consistent
       profitable  financial  results  after  considering  the
       economic  and  industry  conditions  that  affect   our
       business.

       Performance-based  compensation  is  awarded   by   our
       Compensation  Committee.   The  Compensation  Committee
       awards performance-based compensation that it considers
       appropriate  based  upon or after assessing:   (i)  the
       financial  and  economic  environment  concerning   the
       Company;   (ii)  the  respective  officer's  individual
       performance  and  contribution  toward  achieving   our
       business  objectives; (iii) the amount of the executive
       officer's bonus payment awarded in the preceding  year;
       (iv)  the  President  and CEO's recommendation  to  the
       Compensation     Committee;    (v)    performance-based
       compensation  data  and  total cash  compensation  data
       (cash  compensation  is inclusive of  base  salary  and
       performance-based  compensation)  for  certain  officer
       positions,  including  actual  bonuses  paid   in   the
       marketplace  by  other  transportation  and   logistics
       services  companies in our competitive peer group;  and
       (vi)  our  overall  financial  results  (including  our
       revenues,  net income, operating ratio, profit  margin,
       total stockholder return and return on assets) relative
       to  other  peer  transportation and logistics  services
       companies.   Final  award  amounts  approved   by   the
       Compensation Committee for each executive  officer  are
       intended   to  be  competitive  for  our   market   and
       reflective  of  each  respective  executive   officer's
       performance  and  contribution  to  our  financial  and
       business performance and success.

       In  December 2008, our Compensation Committee  approved
       and  awarded annual cash bonuses to the Named Executive
       Officers  under  our discretionary  annual  cash  bonus
       program.  These bonuses were awarded at the same  level
       as  those  awarded in 2007, with the exception  of  Mr.
       Steele.  The Compensation Committee awarded Mr.  Steele
       an  increased annual cash bonus in recognition  of  his
       individual  performance  and assumption  of  additional
       responsibilities  within  the  Company  in  2008.   The
       amount  of Mr. Steele's 2008 annual cash bonus  brought
       his   performance-based  compensation  and  total  cash
       compensation closer to, but still below, the median for
       financial  executives  in our competitive  peer  group.
       Annual   cash  bonuses  awarded  to  our  other   Named
       Executive  Officers were positioned between the  median
       and  75th percentile for comparable positions among our
       peer  group companies.  The Compensation Committee also
       compared  our  Named  Executive  Officers'  total  cash
       compensation to that of our competitive peer group when
       determining performance-based compensation awards.  The
       2008  total  cash  compensation of our Named  Executive
       Officers  averaged slightly below the  75th  percentile
       for  similar positions with the competitive peer  group
       companies.   The  competitive  peer  group  information
       considered  by the Compensation Committee was  provided
       in the executive compensation survey prepared by Towers
       Perrin.

       In  making  its  2008 annual cash bonus decisions,  the
       Compensation Committee determined that our  performance
       for  the nine-month period ended September 30, 2008 was
       equivalent to or exceeded the median revenues  and  net
       income  of  our  transportation and logistics  services
       peers.  The Compensation Committee also determined that
       our  overall  financial  performance  met  management's
       expectations,   particularly  given   the   challenging
       business and economic climate.  The annual cash bonuses
       awarded  to  our Named Executive Officers in  2008  are
       disclosed in the Summary Compensation Table.

     Long-Term    Incentive   Compensation.    Our   long-term
       incentive program is important to us because  it  helps
       attract a talented executive team, encourages long-term
       retention  of  executive officers  and  enables  us  to
       recognize   efforts   put  forth  by   executives   who
       contribute to our stock price appreciation and  Company
       development.

                             21


       Our  Equity  Plan  permits a variety of  equity  awards
       under our ongoing long-term incentive program.  We have
       historically chosen a stock option long-term  incentive
       program;  and  in  May 2007, our stockholders  approved
       amendments  to  the Equity Plan that  authorize  us  to
       award  restricted stock to our executive  officers,  in
       addition  to stock options or SARs.  Since  that  time,
       the  Compensation Committee has considered  whether  to
       grant  awards other than stock options as part  of  our
       long-term incentive compensation.  In 2008, we  awarded
       restricted  stock for the first time under  the  Equity
       Plan.  In determining long-term incentive compensation,
       our Compensation Committee evaluates which equity award
       vehicles  achieve  the best balance  between  providing
       appropriate   long-term  incentive   compensation   and
       creating and maintaining long-term stockholder value.

       The  periodic  vesting periods of  long-term  incentive
       compensation directly align executive officer interests
       and  compensation with our stockholders'  interests  by
       rewarding   creation  and  preservation  of   long-term
       stockholder  value.   The Compensation  Committee  also
       believes  this element of compensation provides  equity
       ownership  opportunities  for our  executive  officers.
       Because  we  do  not  have  a  pension  plan  and  some
       executives'    401(k)    Retirement    Savings     Plan
       contributions  are  limited under  federal  income  tax
       rules  (as  discussed in the Benefits section  on  page
       24),   we   believe  our  executive  officers  consider
       potential  wealth accumulation from equity  gains  when
       planning for their retirement.

       Stock  option and restricted stock grants are  made  at
       the  discretion of the Compensation Committee  and  are
       not  necessarily made on an annual basis.  In designing
       long-term  incentive awards and determining an  overall
       pool  of  stock  to  make  available  for  grant,   the
       Compensation  Committee considers the Board's  duty  to
       our stockholders to limit equity dilution, whether such
       awards   will   help   to  accomplish   our   executive
       compensation  program  objectives,  how  our   relative
       financial  performance compares against the marketplace
       and  the emphasis placed on equity in the total mix  of
       compensation.  For purposes of allocating  the  overall
       stock  pool  among executive officers, our Compensation
       Committee  also  evaluates  (i)  the  scope   of   each
       executive's  responsibilities, position and experience;
       (ii)  each executive officer's individual and  business
       unit   performance  and  contribution  to  our  overall
       performance and financial results; (iii) the total  mix
       of compensation for each executive; (iv) our historical
       practice   of  granting  equity  awards  to   executive
       officers; and (v) the perceived retention value of  the
       total  compensation  package in light  of  the  current
       labor  and  financial markets.  By making  awards  less
       frequently  and  not always annually, the  Compensation
       Committee  may  provide larger grants,  which  promotes
       greater executive retention.

       Stock  options represent a right to purchase a  certain
       number  of  shares of our common stock at a  particular
       exercise  price  per  share  after  designated  vesting
       periods  occur.   The exercise price is  equal  to  the
       NASDAQ  Global Select MarketSM closing market price  of
       our common stock on the grant date.  Stock option value
       depends upon stock price appreciation.  We believe this
       factor motivates our executive officers to improve  and
       maintain  Company performance because strong  financial
       results  may  potentially increase  the  value  of  any
       unexercised stock options.  Please refer to  the  Stock
       Grant   Practices   section   under   Other   Executive
       Compensation Policies and Considerations on page 28 for
       additional information regarding stock options.

       An  award of restricted stock entitles the recipient to
       receive  a  specified number of shares  of  our  common
       stock,  at  no cost to the recipient, if the  executive
       officer  remains employed with us when  the  restricted
       stock  vests.   The  value of the restricted  stock  is
       equal  to  the  NASDAQ Global Select  MarketSM  closing
       market   price  on  any  given  date  after   granting.
       Consequently, the restricted stock value  may  increase
       or  decrease with changes in the stock price during the
       period  between granting and vesting and on the vesting

                             22


       date  and  each subsequent day thereafter.  We  believe
       that  restricted stock awards directly  link  executive
       officer   interests  with  those  of  our  stockholders
       because  restricted stock value is  impacted  by  these
       stock price changes.  We also believe that despite  the
       stock  price fluctuations, restricted stock  will  have
       value  in  the  long-term and can  potentially  deliver
       greater  share-for-share compensation  value  at  grant
       than  stock options.  By awarding restricted stock,  we
       are  able  to  offer comparable grant date compensation
       value  with  fewer shares, and we believe  the  use  of
       restricted  stock accordingly results in less  dilution
       of  earnings per share when compared to stock  options.
       Vesting  of  restricted stock is subject  to  continued
       employment with us.  This helps ensure that  a  portion
       of  an  executive  officer's  awards  will  vest  after
       several   years,  which  is  intended  to  retain   the
       executive officer and cause them to focus on our  long-
       term business objectives.

       We did not grant any stock options or SARs to our Named
       Executive Officers in 2008.  On
       July  31,  2008,  the  Compensation  Committee  awarded
       30,000  shares of restricted stock to Mr.  Leathers  in
       accordance  with  our Equity Plan.  These  shares  were
       awarded to Mr. Leathers as a result of his promotion to
       COO  and  assumption  of  additional  responsibilities.
       Pursuant   to  the  Restricted  Stock  Award  Agreement
       between us and Mr. Leathers, the restricted stock  will
       vest  sixty months (five years) from the grant date  of
       the  award.  Mr. Leathers does not have any  voting  or
       dividend rights with respect to such stock until it  is
       fully  vested, and there are not any post-vesting sales
       restrictions  on the shares.  (The Form  of  Restricted
       Stock  Award Agreement was included as Exhibit 10.1  to
       our Quarterly Report on Form 10-Q filed with the SEC on
       November  3,  2008.)   Please  refer  to  the   Summary
       Compensation Table and Grants of Plan-Based Awards  for
       2008  table  for  further details concerning  long-term
       incentive  compensation awarded to our Named  Executive
       Officers.

     Perquisites.  Our executive compensation program includes
       limited  executive  perquisites  that  we  consider  an
       important   element  of  our  total  executive   reward
       packages and are necessary for Named Executive Officers
       to  carry  out the responsibilities of their positions.
       We  believe our Named Executive Officer perquisites and
       other  benefits  are representative of and  competitive
       with  those  offered by companies with whom we  compete
       for  executive  talent, and offering these  perquisites
       and  benefits  helps us with attracting  and  retaining
       valued and talented executive officers.

       The aggregate incremental cost of perquisites and other
       benefits  provided to the Named Executive  Officers  is
       shown  in  the "All Other Compensation" column  of  the
       Summary  Compensation Table and  detailed  in  the  All
       Other  Compensation  for 2008  section  of  this  Proxy
       Statement.

       The   perquisites  offered  under  our  2008  executive
       compensation program were as follows:
         *  Accounting,   Legal   and   Tax   Services.    Our
            Chairman,  Vice  Chairman and  President  and  CEO
            utilize  accounting,  legal and  tax  (income  tax
            preparation)  services  provided   by   us.    The
            Chairman  fully  reimburses us for such  services,
            and  we  receive no reimbursement  from  the  Vice
            Chairman    and    President   and    CEO.     The
            reimbursement   amounts  we   receive   from   the
            Chairman and the unreimbursed amounts included  in
            compensation  for the Vice Chairman and  President
            and  CEO  are based on our estimate of  the  costs
            incurred  by  the  Company for  our  personnel  to
            provide these services.
         *  Country  Club  Membership.  In 2008,  we  provided
            the   Senior   Executive  Vice   President-VAS   &
            International   and  COO  with  a   country   club
            membership.    The  membership  fees   and   other
            business-related and reasonably incurred  expenses
            were   paid   by   us,   and  we   received   full
            reimbursement from Mr. Leathers for  any  personal
            expenses  he  incurred  in  connection  with   the

                             23


            membership.   We provide this membership  for  our
            benefit,  notwithstanding the incidental  personal
            benefit to Mr. Leathers.
         *  Personal  Use of Corporate Aircraft and  Property.
            The  Chairman, Vice Chairman and the President and
            CEO  are  permitted personal use of our  corporate
            aircraft  provided they reimburse the Company  (we
            do  not provide non-reimbursed personal use to any
            of  these  three executives).  When the  Chairman,
            Vice  Chairman  or  President  and  CEO  uses  our
            corporate  aircraft  for personal  business,  such
            Named  Executive Officer reimburses us the  higher
            of   our  incremental  cost  or  the  IRS  taxable
            amount.    Our   executive   officers   are   also
            permitted  limited personal use of  the  corporate
            aircraft  with the approval of the Chairman,  Vice
            Chairman  or  President and CEO, and  we  are  not
            reimbursed  for such utilization of  the  aircraft
            by  the  executive  officer.  None  of  our  Named
            Executive  Officers  used the  corporate  aircraft
            for  personal  benefit  in  2008  other  than  the
            Chairman,  whose reimbursements for such  use  are
            discussed   under   Transactions   with    Related
            Persons.   In  2008,  Mr. Leathers  was  permitted
            personal use of our corporate condominium.
         *  Company  Vehicle.  We provide each Named Executive
            Officer with one Company vehicle for business  and
            personal  use, with the exception of the  Chairman
            and  the  President and CEO who are each  provided
            two  Company  vehicles.  We  are  responsible  for
            paying  the operating expenses of these  vehicles,
            which  include  costs such as  fuel,  repairs  and
            maintenance,    insurance   and   licensing    and
            registration.

     Benefits.   As discussed above in Perquisites, we believe
       our  benefits are competitive and standard compared  to
       those   offered  by  companies  in  our  industry   and
       competitive peer group and are essential for  retaining
       exceptional  executives.   In  2008,  we  offered   the
       following benefits:
         *  Health  and Welfare Benefits.  Our Named Executive
            Officers  are eligible to participate in our  full
            range  of  health  and welfare benefits,  and  are
            covered  under the same plans and terms, that  are
            provided to all of our full-time employees in  the
            United  States.  In 2008, we partially  subsidized
            the  healthcare insurance premiums of  the  Senior
            Executive  Vice President-VAS & International  and
            COO.   These  premiums  are  disclosed  under  All
            Other Compensation for 2008.
         *  401(k)  Plan.   Our Named Executive  Officers  are
            eligible  to participate in our 401(k)  Retirement
            Savings  Plan  (the  "401(k)  Plan").   This  plan
            allows   participants  to  make  pre-tax  deferred
            salary  contributions through payroll  deductions,
            and  the Company matches a certain portion of each
            participant's    contributions.     Earnings    on
            participant  and Company contributions  grow  tax-
            deferred.  401(k) Plan matching contributions  are
            made  to  Named  Executive Officers  on  the  same
            terms  as provided to our eligible U.S. employees.
            At  his respective request, the Vice Chairman  and
            the  President and CEO do not receive  a  matching
            contribution  from us for the  401(k)  Plan.   Our
            Chairman  does  not  participate  in  this   plan.
            401(k)  Plan  Company-made matching  contributions
            for   our  other  Named  Executive  Officers   are
            detailed under All Other Compensation for 2008.
         *  Employee   Stock   Purchase   Plan.    The   Named
            Executive  Officers may elect  to  participate  in
            our   Employee  Stock  Purchase  Plan.   Generally
            under  this plan, a participant may acquire shares
            of  our  common  stock  at  market  price  through
            payroll  deduction, and the Company will match  an
            amount  equal  to a specified percentage  of  each
            participant's   contributions.    Such    matching
            amounts  are  made to Named Executive Officers  on
            the  same  terms as provided to our eligible  U.S.
            employees.   The All Other Compensation  for  2008
            section  identifies  matching  amounts  made   for
            Named  Executive Officers who participate in  this
            plan.

                             24


         *  Executive  Nonqualified  Excess  Plan.   We  offer
            participation   in   the  Executive   Nonqualified
            Excess  Plan  ("nonqualified deferred compensation
            plan")  to key managerial employees because  their
            401(k)   Plan  contributions  are  limited   under
            federal  income  tax  rules applicable  to  highly
            compensated    employees.    We   believe    these
            executives  should  have other  similar  means  of
            saving  for  retirement on a  tax-deferred  basis.
            Our  nonqualified deferred compensation  plan  (as
            described  further  under  Nonqualified   Deferred
            Compensation   for  2008)  enables  these   highly
            compensated   employees,   including   our   Named
            Executive  Officers,  to  contribute  amounts  (in
            addition to their 401(k) Plan contributions) on  a
            tax-deferred  basis,  subject  to  annual   dollar
            limits   we  impose.   The  nonqualified  deferred
            compensation  plan provisions  allow  us  to  make
            matching contributions; however, to date, we  have
            elected  not  to make any such contribution.   Our
            nonqualified   deferred   compensation   plan   is
            described  further  under  Nonqualified   Deferred
            Compensation for 2008.

Compensation  Process  and  Determination.   The  Compensation
Committee  makes  all annual compensation  decisions  for  our
Named    Executive    Officers   and    executive    officers.
Additionally,   the  President  and  CEO   may   also   modify
compensation  for  certain executives within the  Compensation
Committee parameters described below.

When  determining  total compensation, we apply  a  consistent
approach  for all Named Executive Officers and other executive
officers.    The   structure  and  levels  of  our   executive
compensation  program  are  determined,  in  large  part,   by
considering all elements of compensation, rather than  only  a
few  components  in  isolation.   Our  Compensation  Committee
evaluates  each  element  individually  and  also  takes  into
account the position and current total direct compensation  of
the   individual   being  considered.   (Direct   compensation
includes   base   salary,  bonuses  and  long-term   incentive
compensation.)  The Compensation Committee's determination  of
compensation  levels  for  our  executive  officers  therefore
differs   depending  upon  these  factors.   Our  Compensation
Committee also exercises appropriate business judgment in  how
it   applies  these  standard  approaches  to  the  facts  and
circumstances involving each respective executive officer.

The  Compensation Committee determines each  component  of  an
executive  officer's  compensation  based  on  its  collective
assessment  of  the  officer's performance, Company's  overall
financial performance and recommendations of our President and
CEO.   Our  Compensation Committee may also request  executive
compensation  guidance and advice from an  independent  third-
party   consultant  (such  as  Towers  Perrin)  when  deciding
compensation  for  our  Named  Executive  Officers  and  other
executive   officers.   In  addition  to   the   factors   and
information  described above, our Compensation Committee  also
considers  and  determines the compensation of  our  executive
officers as follows:

     Compensation of All Named Executive Officers.  Each year,
       the  Compensation  Committee reviews  each  element  of
       executive compensation and how such elements relate  to
       the  total direct compensation, executive position  and
       related   responsibilities  of  each  Named   Executive
       Officer.    As   part  of  this  annual  process,   the
       Compensation Committee also examines how such  elements
       are  reflected  in  competitive executive  compensation
       market  data when determining annual pay opportunities.
       Generally,  the  amount  of  compensation  realized  or
       potentially  realizable does not  directly  impact  the
       level  at  which future pay opportunities are set,  but
       such   amount   is   considered  by  the   Compensation
       Committee.

     Compensation of Chairman, Vice Chairman and President and
       CEO.  Our Compensation Committee assesses the executive
       compensation  information compiled by  the  independent
       third-party consultant (Towers Perrin) when  developing
       compensation  packages for our Chairman, Vice  Chairman

                             25


       and   President   and   CEO.    Upon   reviewing   such
       information, the Compensation Committee then  meets  in
       executive session and determines a compensation package
       for  each of these particular officers based on how the
       elements  of  executive  compensation  apply   to   the
       individual  and  the related factors  described  above.
       These  factors generally include each individual's  job
       performance,  responsibilities and the scope  of  their
       position,  leadership and our financial  and  operating
       performance.   The President and CEO's compensation  is
       reflective   of   our  overall  performance   and   the
       achievement  of  the  President  and  CEO's  goals  and
       objectives   for  the  Company.   Our  Chairman,   Vice
       Chairman  and  President and CEO are also eligible  for
       all  of the same compensation programs, perquisites and
       benefits as our other Named Executive Officers.

       Our  Chairman, Vice Chairman and President and  CEO  do
       not   participate   in  the  Compensation   Committee's
       deliberations  or  decisions with  regard  to  his  own
       respective  compensation  or the  compensation  of  any
       Named Executive Officer identified in this Compensation
       of  Chairman,  Vice  Chairman  and  President  and  CEO
       section.

     Compensation  of  Other  Named  Executive  Officers   and
       Executive  Officers.   At the  end  of  the  year,  the
       Compensation  Committee reviews the competitive  market
       compensation  data for our peer group compiled  by  the
       independent third-party consultant.  Upon doing so, our
       Compensation  Committee establishes  cash  compensation
       "pay  ranges" (inclusive of base salary and annual cash
       bonus) according to job title (such as Senior Executive
       Vice  President  and  Executive  Vice  President).   As
       explained in the Compensation Committee section  within
       Corporate   Governance,   the  Compensation   Committee
       delegated  certain authority to our President  and  CEO
       that  permits  him  to  adjust  the  base  salaries  of
       executive  officers.  The President and  CEO  does  not
       have authority to modify his own base salary or that of
       the  Chairman or Vice Chairman.  After our Compensation
       Committee defines the cash compensation pay ranges, the
       President  and  CEO  may  then  make  changes  to   the
       executive  officer base salaries during  the  following
       year,  provided such changes are within the  parameters
       of  the  pay  ranges  designated  by  the  Compensation
       Committee.   Any  proposed changes  that  do  not  fall
       within  the established pay ranges require approval  of
       the Compensation Committee.  Our Compensation Committee
       reviews and approves these base salary changes  at  the
       close of the year.  At that time, the President and CEO
       presents   his   year-end   total   cash   compensation
       recommendations for the other Named Executive  Officers
       and  executive  officers.  Our  Compensation  Committee
       then  reviews and approves such recommendations at  its
       year-end   meeting.   (For  example,  our  Compensation
       Committee  established cash compensation pay ranges  in
       December 2008 for fiscal year 2009.  The President  and
       CEO  has  delegated authority to modify  base  salaries
       throughout  2009 within these ranges.  In  November  or
       December  2009, the Compensation Committee will  review
       the   President  and  CEO's  total  cash   compensation
       recommendations  for the executive officers,  and  such
       recommendations   will  include   these   base   salary
       changes.)

       After   conducting  its  review  of  our  peer  group's
       compensation  data,  the  Compensation  Committee  also
       evaluates and approves the annual cash bonus and  long-
       term   incentive  compensation  for  the  other   Named
       Executive  Officers and executive officers.  In  making
       such   determinations,   the   Compensation   Committee
       considers   the   relevant  factors  and   compensation
       elements,   including  (i)  each  executive   officer's
       position  and  related responsibilities,  (ii)  overall
       individual   and   Company   performance   and    (iii)
       achievement  of  corporate goals and  objectives.   Our
       Compensation Committee determines annual cash bonus and
       long-term  incentive compensation near the end  of  the
       fiscal year.

                             26


       Our  President and CEO participates in the Compensation
       Committee's discussions regarding the compensation  and
       performance  of the other Named Executive Officers  and
       executive officers.  The Compensation Committee  values
       the   President  and  CEO's  evaluation  of  the  other
       executives  because  he has direct  knowledge  of  each
       person's  performance and contributions to the Company.
       Prior to the Compensation Committee's discussions,  the
       President and CEO may seek and consider input from  the
       Chairman  and Vice Chairman.  However, other  than  the
       President and CEO, no other Named Executive Officer  or
       executive   officer  participates  in   the   executive
       compensation   discussions   and   decisions   of   the
       Compensation Committee.

Competitive  Peer  Groups and Benchmarking.  The  Compensation
Committee  refers to a competitive market analysis and  market
data  provided by Towers Perrin when it reviews  and  prepares
executive  compensation  for the year.   The  market  analysis
incorporates the market data and reflects compensation  levels
and  practices  for  executives holding similar  positions  at
companies  within our peer group, which helps our Compensation
Committee  determine  executive  compensation  at  competitive
levels.  In 2008, Towers Perrin prepared such an analysis  for
the  Compensation Committee.  The Compensation Committee  then
compares  three  of our executive compensation elements  (base
salary, performance-based compensation and long-term incentive
compensation) to amounts paid for similar executive  positions
among (i) those companies in our peer group (which consists of
companies   that   specifically  provide  transportation   and
logistics services) and (ii) a broader general industry  group
comprised  of  companies with median revenues of  $2  billion.
The  Compensation  Committee places more significance  on  our
competitive peer group than the general industry group.

Each  year,  our  Compensation Committee reviews  the  general
criteria  and recommendations for the addition or  removal  of
companies  in  our  competitive  peer  group.   The   criteria
includes  (but  is not limited to) revenues  and  industry  of
operation.   Upon  applying these criteria,  the  Compensation
Committee  selected our peer group, which is comprised  of  15
companies  in  the transportation and logistics industry  with
whom   we   compete  for  executive  talent.    Although   our
Compensation  Committee  may  modify  the  peer   group   when
appropriate, the Compensation Committee prefers  to  keep  the
group  substantially consistent from year to year  to  produce
more    consistent    and   useful   executive    compensation
benchmarking.

When the Compensation Committee conducted its annual review of
our  peer group in October 2008, it removed the following four
companies:   (i)  Swift Transportation and  (ii)  U.S.  Xpress
Enterprises, because these companies became privately held  in
2008; (iii) Expeditors International of Washington, because it
competes  more  as  a  freight forwarder,  rather  than  as  a
truckload transportation and logistics company; and  (iv)  USA
Truck, because its revenues are not competitive under our peer
group  criteria.  Our Compensation Committee  also  added  two
companies  to  the  peer group:  (i) C.H. Robinson  Worldwide,
Inc.,  because  it competes directly with us  as  a  logistics
provider; and (ii) Universal Truckload Services, Inc., because
its revenues are competitive based on our peer group criteria.
Otherwise, our peer group did not change from 2007 to 2008.

Our  competitive peer group for 2008 is shown in the table  on
the following page.

                             27





                          Werner Enterprises, Inc.
                         2008 Competitive Peer Group
--------------------------------------------------------------------------
                                     
             Arkansas Best                  Knight Transportation
             Celadon Group                     Landstar System
     C.H. Robinson Worldwide, Inc.             Marten Transport
                Con-Way                   Old Dominion Freight Line
  Covenant Transportation Group, Inc.        Pacer International
           Heartland Express                         Saia
               Hub Group                Universal Truckload Services, Inc.
      J.B. Hunt Transport Services



In  2008,  our Compensation Committee applied the  competitive
peer group criteria to these 15 companies.  Upon doing so,  we
found that our revenues fell nearest to those revenues in  the
top  quartile of our competitive peer group; as a  result,  we
compare  total direct compensation against the 75th percentile
of  this peer group.  The general industry data, on the  other
hand,  is  regressed or size-adjusted according to our  annual
revenues.   Therefore, we compare total executive compensation
at the median of the general industry group.

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

Other Executive Compensation Policies and Considerations.

     Stock  Grant  Practices.   Under  our  Equity  Plan,  the
       Compensation  Committee may grant stock  options,  SARs
       and  restricted  stock  to our executive  officers  and
       outside  directors.  We do not have  an  annual  equity
       program,  and  the Equity Plan does not require  us  to
       grant  equity awards on an annual or otherwise  regular
       basis.  Therefore, our Compensation Committee does  not
       grant  equity awards on any pre-determined grant  date.
       Instead,  the  Compensation Committee selects  a  grant
       date after it decides to grant any equity awards.   The
       committee  also selects a grant date that  occurs  when
       neither  the  recipient nor the Compensation  Committee
       possess  material nonpublic information.  When choosing
       the   grant  date,  our  Compensation  Committee   also
       monitors  long-term  trends  in  our  stock  price  and
       attempts  to  select  grant  dates  that  will  provide
       incentives  for management to increase our stock  value
       and increase the stock price to higher levels.
       Pursuant to our Equity Plan, the purchase price of  the
       common  stock under each stock option is equal  to  the
       closing  market price of our common stock on  the  date
       the option is granted.  For stock options granted prior
       to the May 2007 Equity Plan amendments discussed below,
       the  purchase  price  of the common  stock  under  each
       option  was  equal to the closing market price  of  our
       common  stock  on the day prior to the date  of  grant.
       Restricted  stock  is  awarded  at  no  cost   to   the
       recipient.

                             28


       Our Compensation Committee also establishes the vesting
       period  for  each  grant.  We did not grant  any  stock
       options  in  2008.   For that reason,  and  to  further
       explain  the  vesting periods of stock options  awarded
       under  the  Equity  Plan, we have  provided  the  Stock
       Option  Vesting  Periods table  below  regarding  stock
       options  granted in prior years for which a portion  of
       the   option  award  remains  outstanding.   All  stock
       options granted to our Named Executive Officers in 2007
       vest  over  a  six-year period based on the  prescribed
       schedules and expire after ten years.




                         Stock Option Vesting Periods
       -----------------------------------------------------------------
                                    2007 Grant:     1999-2006 Grants:
          Years from Grant Date    Amount Vested      Amount Vested
          ---------------------    -------------      -------------
                                                     
           2 Years (24 Months)          15%                25%
           3 Years (36 Months)          20%                20%
           4 Years (48 Months)          20%                20%
           5 Years (60 Months)          20%                20%
           6 Years (72 Months)          25%                15%



       The restricted stock granted in 2008 is not subject  to
       periodic   vesting  periods  like  our  stock  options;
       rather, the restricted stock will vest five years after
       the  grant  date  of the award and has no  post-vesting
       sales restrictions.  The restricted stock does not give
       the  recipient any voting or dividend rights until such
       stock fully vests.

       Our Equity Plan also permits the Compensation Committee
       to  grant  SARs to our executive officers  and  outside
       directors.  No such awards have been granted,  in  2008
       or at any other time.  On May 8, 2007, our stockholders
       approved amendments to the Equity Plan, and the  Equity
       Plan  was included as an exhibit to our Form 8-K  filed
       with  the  SEC  on May 14, 2007.  Please refer  to  the
       preceding Long-Term Incentive Compensation section  for
       additional   details   regarding   stock   option   and
       restricted    stock   determinations.    The    Summary
       Compensation Table and Grants of Plan-Based Awards  for
       2008  table  also  provide information regarding  stock
       options  and  restricted stock  granted  to  our  Named
       Executive Officers.

     Executive  Stock Ownership.  We do not have formal  stock
       ownership  guidelines or requirements for our executive
       officers.   As  discussed in this Proxy Statement,  our
       Equity  Plan  permits  us to grant  nonqualified  stock
       options,   SARs  and  restricted  stock  to   executive
       officers.   Our  executive officers may  also  increase
       their stock ownership by electing to participate in our
       Employee  Stock  Purchase  Plan,  as  discussed   under
       Benefits on page 24.  The individual stock ownership of
       our   Named  Executive  Officers  is  provided  in  the
       Beneficial Ownership table on page 17.

     Tax  Deductibility of Executive Compensation;  Accounting
       Considerations.   The  Compensation  Committee  reviews
       estimated  tax  and  accounting  (pro  forma   expense)
       projections  and  implications and  how  these  factors
       impact   the   material  elements  of   our   executive
       compensation  program.  Generally,  executive  salaries
       and  performance-based  compensation  are  accrued   as
       expense  over the requisite service period  related  to
       the  particular  compensation element (this  period  is
       typically  equal  to  the  performance  period  of  the
       executive officer), and we realize a tax deduction upon
       the payment of the compensation to the executive.

       Section 162(m) of the Internal Revenue Code prevents us
       from  taking a tax deduction, in any one taxable  year,
       for non-performance-based compensation in excess of  $1
       million  paid  to the Chief Executive Officer  and  the

                             29


       next  four highest compensated executive officers.   We
       collectively refer to these executives as the  "covered
       officers."    Certain  compensation  of   the   covered
       officers  is  specifically exempt  from  the  deduction
       limit  to  the extent that such compensation  does  not
       exceed  $1  million  during  any  fiscal  year  or   is
       "performance-based" as defined in Section 162(m).   The
       Compensation Committee carefully considers and monitors
       the   effect   of  Section  162(m)  on  our   executive
       compensation  program  and  will  structure   executive
       compensation  to  preserve its tax deductibility  under
       Section   162(m)  while  maintaining  our  ability   to
       attract,  motivate  and  retain high-quality  executive
       officers.   The  Compensation Committee  also  believes
       there  are  circumstances where the  interests  of  the
       Company  and  our  stockholders  are  best  served   by
       maintaining  flexibility in the manner compensation  is
       provided.   In those events, the Compensation Committee
       may,   at   its   discretion,   approve   payments   of
       nondeductible   compensation   if   the    Compensation
       Committee  believes  the  circumstances  warrant   such
       payments.   All  amounts paid to the  covered  officers
       during  2008  qualified  as  deductible  under  Section
       162(m),  except for $96,570 paid to Clarence L.  Werner
       and  $106,423 paid to Gregory L. Werner.  Our aggregate
       cost  of  the  lost  tax deduction that  resulted  from
       exceeding  the  Section 162(m) deductibility  limit  in
       2008 was approximately $83,000.

Employment Arrangements

None  of  our Named Executive Officers has any type of written
employment agreement with us.

Arrangements and Potential Payments Upon Termination or Change
in Control

Termination.   None of our Named Executive Officers  for  2008
has  a  severance  agreement or severance benefit  arrangement
with  us.   We do not provide for incremental compensation  or
special treatment for incentive compensation in the event of a
Named  Executive Officer's voluntary termination,  termination
for cause or termination by death or disability.  In 2008,  we
entered  into  a separation agreement with Daniel  H.  Cushman
when  his  employment ended with the Company  on  January  15,
2008.   Prior to that date, Mr. Cushman was a Named  Executive
Officer  of  the company for fiscal year 2007.  The separation
agreement  did  not  confer  to Mr.  Cushman  any  incremental
compensation  or  special  treatment  for  such  compensation.
Rather,  the terms and conditions of the separation  agreement
were  in accordance with our plans and policies that apply  to
all  of our employees who are eligible for the respective plan
or  to  which  the respective policy applies.  The  separation
agreement  also  provided that if Mr.  Cushman  elected  COBRA
continued  health coverage after January 31,  2008,  we  would
subsidize such coverage until the earlier of March 31, 2008 or
Mr. Cushman's employment with another company.

Change in Control.  None of our Named Executive Officers has a
change  in  control agreement with us, and we do not currently
provide for incremental compensation or special treatment  for
incentive  compensation related to a change in  control.   The
stockholder-approved Equity Plan amendments (approved  in  May
2007) included change in control provisions.  Under the Equity
Plan,  the  Compensation  Committee and  the  Board  have  the
authority and discretion to take certain actions in the  event
of  a change in control in the Company, and determinations  of
such  actions  are generally made with respect  to  all  Named
Executive Officers or on a case-by-case basis.  These  actions
include, but are not limited to, adjusting outstanding  option
awards  or  accelerating  the  vesting  dates  of  outstanding
awards.

Potential  Benefits Payable Under the Equity Plan.  As  stated
above,  we  do  not  have any severance or change  in  control
agreements  with  any  of our Named Executive  Officers.   Our
Equity  Plan,  however,  permits the  vesting  of  outstanding
equity  awards upon certain termination or resignation actions
following a change in control.  The Equity Plan provides  that
within  the  period  beginning upon a change  in  control  and
ending  on the second anniversary of the change in control,  a
Named  Executive  Officer  may be terminated  other  than  for

                             30


"cause" or may voluntarily resign for "good reason."  Upon the
occurrence of either event, (i) all outstanding stock  options
and SARs will become fully exercisable and (ii) all conditions
and  restrictions  (other  than  those  imposed  by  law)   on
outstanding  restricted stock will be deemed satisfied  as  of
the executive officer's employment termination date.  "Cause,"
"good  reason"  and  "change in control" are  defined  in  the
Equity  Plan, as approved and amended, included as an  exhibit
to the Form 8-K filed with the SEC on May 14, 2007.

The  table below shows the potential benefits payable to  each
Named  Executive Officer due to the occurrence of  either  the
termination or resignation event described in the Equity Plan.
The  amounts of the potential benefits represent the estimated
value of all unvested equity awards that would fully vest upon
either  event,  assuming such event occurred on  December  31,
2008  (the last day of our fiscal year) and a stock  price  of
$17.34 per share, which was the NASDAQ closing market price of
our common stock on the same date.  These amounts are the same
for  both  events and are reflected in the "Potential Benefit"
column.




        Potential Benefits Payable Under the Equity Plan
-----------------------------------------------------------------
                          Number of Unvested        Potential
 Name                        Shares Vesting       Benefit ($)(1)
 ----                        --------------       --------------
                                                
 Clarence L. Werner             35,000                   -
 Gary L. Werner                 35,000                   -
 Gregory L. Werner              35,000                   -
 Derek J. Leathers              78,250                531,460
 John J. Steele                 30,250                 7,845



 ----------------
 (1)   The actual exercise prices of the stock options (as
       specified in each Named Executive Officer's respective
       award agreements) vary from the $17.34 closing market
       price used to calculate the amounts in this table.
       These actual exercise prices range from a minimum of
       $16.68 per share to a maximum of $18.33 per share.  No
       potential benefit was calculated for stock options
       where the option exercise price exceeded the $17.34
       closing market price on December 31, 2008.  Shares of
       restricted stock do not have an exercise price, thus
       the potential benefit was calculated using only the
       $17.34 closing market price.


Report of the Compensation Committee

The  following report of the Compensation Committee shall  not
be  deemed  to  be  "soliciting material" or to  otherwise  be
considered  "filed"  with the SEC, nor shall  this  report  be
subject to Regulation 14A (other than as indicated) or to  the
liabilities set forth in Section 18 of the Securities Exchange
Act  of  1934.   This  report  shall  not  be  deemed  to   be
incorporated by reference into any prior or subsequent  filing
under  the  Securities Act of 1933 or the Securities  Exchange
Act   of   1934,  except  to  the  extent  that  the   Company
specifically  incorporates it by reference  or  treats  it  as
soliciting material.

In  conjunction  with the preparation of the Company's  Annual
Report on Form 10-K for 2008 and this Proxy Statement for  the
Annual  Meeting of Stockholders to be held May 12,  2009,  the
Compensation   Committee  has  reviewed  and  discussed   with
management the foregoing Compensation Discussion and  Analysis
section  (required by Item 402(b) of Regulation S-K)  of  this
Proxy Statement.

                             31


Based   on   such  review  and  discussion,  the  Compensation
Committee  recommended  to the Board  of  Directors  that  the
Compensation  Discussion and Analysis section be  included  in
this  Proxy Statement and incorporated by reference  into  the
Company's Annual Report on Form 10-K for 2008.

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


Summary Compensation Table

The  Summary  Compensation Table provided on page 33  presents
all  elements of compensation for our Named Executive Officers
for 2006, 2007 and 2008 as follows:
    *  Salary:  refers to Base Salary.
    *  Bonus:  refers to Performance-Based Compensation.
    *  Option  Awards  and  Stock Awards:  refers  to  amounts
       expensed  in  our financial statements under  SFAS  No.
       123 (Revised 2004), Share-Based Payment.
    *  All   Other  Compensation:   represents  the  aggregate
       amount of:

         (i)   Perquisites and other personal benefits;
         (ii)  Matching Company contributions to the 401(k)
               Plan;
         (iii) Insurance premiums paid by the Company;
         (iv)  Tax reimbursements; and
         (v)   Matching Company contributions under the
               Employee Stock Purchase Plan.

You  should read the Summary Compensation Table in conjunction
with the Compensation Discussion and Analysis section and  the
tables  and  narrative  descriptions that  follow.   Executive
deferrals  to  our  401(k)  Plan  and  nonqualified   deferred
compensation  plan  are  included in  the  appropriate  column
(typically  the "Salary and/or Bonus" columns) for  which  the
compensation was earned.

The "Non-Equity Incentive Plan Compensation" column is omitted
from  the  Summary Compensation Table because we did not  make
any  non-equity incentive plan awards in 2006, 2007  or  2008.
We  have  also removed the "Nonqualified Deferred Compensation
Earnings"  column from the Summary Compensation Table  because
none of the earnings on the nonqualified deferred compensation
balances of our Named Executive Officers were above-market  or
preferential earnings.

                             32




                                   Summary Compensation Table
-------------------------------------------------------------------------------------------------
                                                      Stock        Option   All Other
 Name and                                    Bonus    Awards       Awards  Compensation
 Principal Position        Year   Salary     ($)(1)   ($)(2)     ($)(2)(3)    ($)(4)     Total ($)
 ------------------        ----   ------     ------   ------     --------- ------------  ---------
                                                                    

 Clarence L. Werner -      2008   715,000   350,000     -          64,064     31,570     1,160,634
 Chairman                  2007   715,000   350,000     -         174,815     32,308     1,272,123
                           2006   715,000   350,000     -         412,885     32,621     1,510,506

 Gary L. Werner -          2008   356,750   230,000     -          64,064     18,115       668,929
 Vice Chairman             2007   355,000   230,000     -         131,624     18,115       734,739
                           2006   355,000   230,000     -         261,667     17,260       863,927

 Gregory L. Werner -       2008   720,000   350,000     -          64,064     36,423     1,170,487
 President and CEO         2007   679,615   350,000     -         139,959     36,808     1,206,382
                           2006   420,000   350,000     -         290,852     37,093     1,097,945

 Derek J. Leathers -       2008   288,234   230,000   57,864 (6)   85,972     26,204       688,274
 Senior Executive Vice
 President-VAS &
 International and COO (5)

 John J. Steele -          2008   210,000   100,000     -          53,865     17,065       380,930
 Executive Vice            2007   210,000    80,000     -          49,225     17,419       356,644
 President,                2006   210,000    80,000     -          64,651     14,507       369,158
 Treasurer and CFO



 ----------------
 (1)   Annual cash bonus awards are made under the annual
       cash bonus program.  Bonuses reported in this column
       were awarded by the Compensation Committee on December
       2, 2008; November 29, 2007; and November 30, 2006,
       respectively.
 (2)   The stock and option awards reported in these columns
       are also disclosed in the Grants of Plan-Based Awards
       for 2008 table on page 35 and Outstanding Equity
       Awards at December 31, 2008 tables on pages 36 and 37.
 (3)   We did not grant any option awards in 2008.  The fair
       value of the option awards reported in this column is
       estimated using a Black-Scholes valuation model.  For
       a discussion of the assumptions used in the valuation,
       refer to Note 5 of our Consolidated Financial
       Statements in our Annual Report on Form 10-K for 2008.
 (4)   Refer to the All Other Compensation for 2008 table on
       page 34 for a more detailed explanation of the
       compensation reported in this column.
 (5)   Mr. Leathers was not a Named Executive Officer in 2007
       or 2006.
 (6)   On July 31, 2008, our Compensation Committee granted
       Derek J. Leathers a total of 30,000 shares of
       restricted stock, pursuant to our Equity Plan.  Fair
       value of this stock award is based upon the market
       price of the underlying stock on the grant date,
       reduced by the present value of estimated future
       dividends because the award is not entitled to receive
       dividends prior to vesting.  Present value of
       estimated future dividends is estimated based on a
       $0.05 quarterly dividend amount per share and 3.0%
       risk-free interest rate, each for the year ended
       December 31, 2008.  For further discussion of the
       valuation and assumptions, refer to Note 5 of our
       Consolidated Financial Statements in our Annual Report
       on Form 10-K for 2008.  None of our other Named
       Executive Officers were granted any stock awards in
       2008.

                             33


All Other Compensation for 2008

The   table   below  shows  the  components  of   "all   other
compensation"   provided  in  2008  to  the  Named   Executive
Officers.




                                    All Other Compensation for 2008
---------------------------------------------------------------------------------------------------------------
                                                                                 Company
                                                                                Contrib-
                                                                                utions to
                                                                     Company    Employee
                               Perquisites      Tax                 Contrib-      Stock    Severance
                                 & Other     Reimburse-  Insurance  utions to   Purchase   Payments/
                                 Personal      ments      Premiums    401(k)      Plan     Accruals
 Name                    Year  Benefits ($)   ($) (1)     ($) (2)    Plan ($)    ($) (3)    ($) (4)   Total ($)
 ----                    ----  ------------   -------     -------    --------    -------    -------   ---------
                                                                                
 Clarence L. Werner (5)  2008     20,331       11,239        -           -           -         -        31,570
 Gary L. Werner (6)      2008     12,666        5,449        -           -           -         -        18,115
 Gregory L. Werner (7)   2008     25,056       11,367        -           -           -         -        36,423
 Derek J. Leathers (8)   2008     16,272        6,883      2,239         -          810        -        26,204
 John J. Steele (9)      2008      8,471        4,484        -         3,300        810        -        17,065



 ----------------
 (1)    The amounts reported in this column are the tax gross-
        ups for Company vehicle use for Messrs. Clarence L.
        Werner, Gary L. Werner, Gregory L. Werner and John J.
        Steele.  The amount reported for Mr. Leathers
        represents tax gross-ups of $4,484 for Company vehicle
        use and $2,399 for personal use of the corporate
        condominium.
 (2)    The amount reported in this column represents a
        partial subsidy of Derek J. Leathers' healthcare
        insurance premiums.
 (3)    There is a 15% Company match for employee
        contributions to the Employee Stock Purchase Plan.
 (4)    In 2008 we did not, and do not currently, have any
        change in control arrangements with any of the Named
        Executive Officers.
 (5)    Perquisites and personal benefits include $20,331 for
        use of two Company vehicles.
 (6)    Perquisites and personal benefits include $10,166 for
        use of one Company vehicle and $2,500 for income tax
        preparation services.
 (7)    Perquisites and personal benefits include $20,556 for
        use of two Company vehicles and $4,500 for income tax
        preparation services.
 (8)    Perquisites and personal benefits include $8,471 for
        use of one Company vehicle; $5,631 for Company-paid
        country club membership; and $2,170 for personal use
        of corporate condominium.
 (9)    Perquisites and personal benefits include $8,471 for
        use of one Company vehicle.

Our contributions on behalf of the Named Executive Officers to
the  401(k) Plan and Employee Stock Purchase Plan are made  on
the same terms as provided to all of our eligible employees in
the   United  States.   In  addition  to  the  above-mentioned
compensation,  the Named Executive Officers also  participated
in  voluntary  health and welfare benefit  programs  that  are
available  and  comparable to such programs for  all  eligible
U.S. employees.

                             34


Grants of Plan-Based Awards for 2008

The   following   table   sets  forth  information   regarding
restricted  stock  and stock option awards  granted  to  Named
Executive Officers under our Equity Plan during 2008.  Columns
required by the SEC regulations are omitted where there is  no
amount to report or such column is inapplicable for all of the
Named Executive Officers.




                                Grants of Plan-Based Awards for 2008
-----------------------------------------------------------------------------------------------
                                      All Other        All Other                     Grant Date
                                    Stock Awards:   Option Awards:                   Fair Value
                                      Number of       Number of       Exercise or     of Stock
                                      Shares of       Securities      Base Price     and Option
                           Grant      Stock or        Underlying       of Option       Awards
 Name                      Date     Units (#)(1)    Options (#)(1)     ($/Sh)(2)        ($)(3)
 ----                      -----    -------------   --------------    -----------   -----------
                                                                       
 Clarence L. Werner          -            -               -                -             -
 Gary L. Werner              -            -               -                -             -
 Gregory L. Werner           -            -               -                -             -
 Derek J. Leathers       7/31/2008     30,000             -                -          686,400
 John J. Steele              -            -               -                -             -



 ----------------

 (1)    The stock and option awards reported in these columns
        are also disclosed in the Summary Compensation Table
        and Outstanding Equity Awards at December 31, 2008
        table and therefore do not constitute additional
        compensation not otherwise reported in this Proxy
        Statement.
 (2)    Pursuant to our Equity Plan, the exercise price is
        equal to the closing market price on the date of
        grant.
 (3)    The fair value of the restricted stock is based upon
        the market price of the underlying common stock on the
        grant date, reduced by the present value of estimated
        future dividends because the award is not entitled to
        receive dividends prior to vesting.  The present value
        of estimated future dividends was calculated based on
        a $0.05 quarterly dividend amount per share and 3.0%
        risk-free interest rate.  The fair value of stock
        options is estimated using a Black-Scholes valuation
        model.  Further discussion of the valuation and
        assumptions regarding our stock and option awards is
        provided in Note 5 of our Consolidated Financial
        Statements in our Annual Report on Form 10-K for 2008.


Outstanding Equity Awards at 2008 Year-End

The  tables  on pages 36 and 37 present information  regarding
all  outstanding  equity awards held  by  each  of  the  Named
Executive Officers as of December 31, 2008.  The stock  option
and  restricted  stock awards disclosed in these  tables  were
granted under our long-term incentive program.

For  the vesting dates of unvested stock options, please refer
to  the  Vesting  Dates  of Unvested and  Unexercisable  Stock
Options  at  December 31, 2008 table on page 37.   This  table
pertains  to  the  second footnote of the  Outstanding  Equity
Awards at December 31, 2008 (Option Awards) table on page 36.

                             35





                             Outstanding Equity Awards at December 31, 2008
----------------------------------------------------------------------------------------------------
                                            Option Awards(1)
                                            -------------
                                                                  Equity
                                                                Incentive
                                                               Plan Awards:
                         Number of           Number of           Number of
                        Securities          Securities          Securities
                        Underlying          Underlying          Underlying     Option
                        Unexercised         Unexercised         Unexercised   Exercise      Option
                         Options:             Options:           Unearned       Price     Expiration
 Name                 (#) Exercisable   (#) Unexercisable(2)    Options (#)   ($/Sh)(3)      Date
 ----                 ---------------   --------------------   ------------   ---------   ----------
                                                                           
 Clarence L. Werner        65,000              35,000                -          18.33     05/20/2014

 Gary L. Werner            96,668                -                   -           7.73     07/12/2010
                          275,000                -                   -           9.77     09/29/2011
                           65,000              35,000                -          18.33     05/20/2014

 Gregory L. Werner        150,001                -                   -           7.73     07/12/2010
                          366,668                -                   -           9.77     09/29/2011
                           65,000              35,000                -          18.33     05/20/2014

 Derek J. Leathers         33,334                -                   -           7.61     09/20/2010
                           33,334                -                   -           9.77     09/29/2011
                           22,750              12,250                -          18.33     05/20/2014
                            9,000              11,000                -          16.68     10/22/2015
                             -                 25,000                -          17.18     11/30/2017

 John J. Steele            13,334                -                   -           7.35     12/21/2009
                           12,500                -                   -           9.77     09/29/2011
                           13,000               7,000                -          18.33     05/20/2014
                            6,750               8,250                -          16.68     10/22/2015
                             -                 15,000                -          17.18     11/30/2017


 ----------------

 (1)   We did not grant any stock options in 2008.  The option
       awards granted in 2006 and 2007 and reported in this
       table are also disclosed in the Summary Compensation
       Table and therefore do not constitute additional
       compensation not otherwise reported in this Proxy
       Statement.
 (2)   The vesting dates of unvested and unexercisable stock
       options are reported in the Vesting Dates of Unvested
       and Unexercisable Stock Options at December 31, 2008
       table on page 37.
 (3)   Pursuant to our Equity Plan, the exercise price is
       equal to the closing market price on the date of grant.

                             36





                          Outstanding Equity Awards at December 31, 2008
---------------------------------------------------------------------------------------------------
                                         Stock Awards(1)
                                         ------------
                                                            Equity Incentive    Equity Incentive
                                                              Plan Awards:        Plan Awards:
                         Number of         Market Value        Number of         Market or Payout
                         Shares or        of Shares or      Unearned Shares,    Value of Unearned
                       Units of Stock    Units of Stock      Units or Other     Shares, Units or
                         That Have          That Have       Rights That Have    Other Rights That
 Name                  Not Vested (#)   Not Vested ($)(2)     Not Vested (#)   Have Not Vested ($)
 ----                  --------------   -----------------   ----------------   -------------------
                                                                            
 Clarence L. Werner           -                 -                  -                    -
 Gary L. Werner               -                 -                  -                    -
 Gregory L. Werner            -                 -                  -                    -
 Derek J. Leathers        30,000(3)          520,200               -                    -
 John J. Steele               -                 -                  -                    -


 ----------------

 (1)   The stock awards reported in this table are also
       disclosed in the Summary Compensation Table and Grants
       of Plan-Based Awards for 2008 table and therefore do
       not constitute additional compensation not otherwise
       reported in this Proxy Statement.
 (2)   Market value is calculated by multiplying the number of
       restricted stock shares that have not vested by the
       closing market price of our common stock ($17.34 per
       share) as of the close of December 31, 2008 (the last
       trading day of our fiscal year-end).
 (3)   This restricted stock award is scheduled to vest in its
       entirety on July 31, 2013 (the fifth anniversary of the
       July 31, 2008 grant date), provided Mr. Leathers
       continues to be employed with the Company through the
       vesting date.  If he is not employed with us at such
       time, all shares of restricted stock will be forfeited
       upon the end of Mr. Leathers' employment with us.




Vesting Dates of Unvested and Unexercisable Stock Options at December 31, 2008
------------------------------------------------------------------------------
                        Shares                   Shares
  Name                  Vesting   Vesting Date   Vesting   Vesting Date
  ----                  -------   ------------   -------   ------------
                                                
  Clarence L. Werner    20,000     05/19/2009    15,000     05/19/2010

  Gary L. Werner        20,000     05/19/2009    15,000     05/19/2010

  Gregory L. Werner     20,000     05/19/2009    15,000     05/19/2010

  Derek J. Leathers      7,000     05/19/2009     5,000     11/29/2010
                         4,000     10/21/2009     3,000     10/21/2011
                         3,750     11/29/2009     5,000     11/29/2011
                         5,250     05/19/2010     5,000     11/29/2012
                         4,000     10/21/2010     6,250     11/29/2013

  John J. Steele         4,000     05/19/2009     3,000     11/29/2010
                         3,000     10/21/2009     2,250     10/21/2011
                         2,250     11/29/2009     3,000     11/29/2011
                         3,000     05/19/2010     3,000     11/29/2012
                         3,000     10/21/2010     3,750     11/29/2013



                             37


Option Exercises for 2008

The  following  table  provides  information  regarding  stock
options  that  were exercised by our Named Executive  Officers
during  2008.   The "value realized on exercise" reflects  the
total  pre-tax value realized by the officers.  This value  is
calculated by subtracting the aggregate exercise price of  the
exercised  options  from the aggregate  market  value  of  the
shares  of  common  stock acquired on the exercise  date.   No
restricted  stock  awards vested during  2008  for  any  Named
Executive  Officers.  For that reason, the  columns  regarding
vested stock awards have been omitted from the table.




                        Option Exercises for 2008
--------------------------------------------------------------------------
                                              Option Awards
                                              -------------
                                Number of Shares         Value Realized
   Name                     Acquired on Exercise (#)     on Exercise ($)
   ----                     ------------------------     ---------------
                                                      
   Clarence L. Werner(1)            550,000                 3,993,605
   Gary L. Werner(2)                105,000                 1,628,781
   Gregory L. Werner(3)             175,001                 2,723,973
   Derek J. Leathers                   -                        -
   John J. Steele                    20,000                  321,944


 ----------------
   (1)    The total number of shares acquired on exercise and
          held by Mr. Clarence L. Werner is 550,000.
   (2)    The total number of shares acquired on exercise and
          held by Mr. Gary L. Werner is 15,000.
   (3)    The total number of shares acquired on exercise and
          held by Mr. Gregory L. Werner is 20,000.

Nonqualified Deferred Compensation for 2008

We  established a nonqualified deferred compensation  plan  in
2005   for   eligible   key  employees   whose   401(k)   Plan
contributions were limited by IRS regulations affecting highly
compensated   employees.   This  plan  is   subject   to   the
requirements of Section 409A of the Internal Revenue Code  and
is administered in good faith compliance with Section 409A.

The nonqualified deferred compensation plan also permits us to
make  matching contributions to participant accounts.  We  did
not  make  any such matches in 2008 and have not  done  so  to
date.

Deferrals.  Under the nonqualified deferred compensation plan,
eligible  employees are permitted to defer a portion of  their
base salary on a pre-tax basis.  Such deferred amounts must be
within  the annual dollar limitations we establish,  and  such
limitations in 2008 were $8,500.  Through December  31,  2008,
the  annual  dollar limitations were determined  so  that  the
combined sum of a highly compensated participant's 401(k) Plan
contributions  and  nonqualified  deferred  compensation  plan
contributions  would  approximate  the  maximum   contribution
amount  available  to  non-highly  compensated  employees  who
participate  in the 401(k) Plan.  Beginning January  1,  2009,
certain  participants were allowed to defer  combined  amounts
that  exceed the maximum 401(k) Internal Revenue Code deferral
limits  for  non-highly compensated employees.  Prior  to  the
enrollment  period  for the next year, management  establishes
maximum  deferral limits that correspond to participants'  job
titles (such as Senior Vice President or Vice President).  The
maximum  deferral  limits for the 2009  nonqualified  deferred
compensation  plan  year range from $8,500  to  $17,000.   The
maximum  deferral  limit  for  2009  for  each  of  the  Named
Executive Officers and other executive officers is $17,000.

                             38


Earnings.   Each  participant  in  the  nonqualified  deferred
compensation  plan  selects  one  or  more  investment   funds
available under the plan in which their contributed amounts of
deferred  compensation  are deemed to be  invested.   Deferred
compensation accounts will then accrue earnings based  on  the
return of the selected investment funds.  The participant  may
change  how  their deferred compensation is allocated  to  the
investment  funds at any time, subject to limitations  imposed
by  the  plan.  Changes generally become effective as  of  the
first  trading  day  following the  change.   We  do  not  pay
preferential  earnings or guarantee above-market  earnings  on
any  investments  made under the plan.   Any  appreciation  or
depreciation in a plan participant's account is due solely  to
the participant's contributions and the underlying performance
of the investment funds selected by the participant.

Distributions and "In Service" Withdrawals.  At  the  time  of
making  their  deferral election for the year,  a  participant
elects  under  his  salary  deferral  agreement  whether   the
resulting deferred compensation will be distributed to him  in
annual  installments  or a lump sum.  Distributions  are  made
after  the executive officer's retirement or termination  from
the  Company.   Under certain circumstances, participants  may
also  elect  to  receive  scheduled or hardship  "in  service"
withdrawals  while  still  employed  with  us.   The  specific
distribution  options  in  this  case  depend  upon  the  plan
provisions.   None  of our Named Executive  Officers  received
distributions or "in service" withdrawals during 2008.

The  Nonqualified Deferred Compensation for 2008  table  below
presents the following information related to our nonqualified
deferred   compensation  plan  and  Named  Executive   Officer
participants:
    *  Executive  Contributions in 2008:   reflects  voluntary
       executive  deferrals  of base salary;  these  deferrals
       are  included  in the "Salary" column  of  the  Summary
       Compensation Table.
    *  Company  Contributions in 2008:  no such  contributions
       were made.
    *  Aggregate  Earnings  in  2008:  reflects  the  earnings
       and/or   losses  on  account  balances;  none  of   the
       earnings are above-market or preferential earnings  and
       were    therefore   not   included   in   the   Summary
       Compensation Table.
    *  Aggregate  Withdrawals and Distributions in  2008:   no
       withdrawals or distributions were made.
    *  Aggregate  Balance as of December 31,  2008:   reflects
       the   total   market  value  of  the  Named   Executive
       Officer's  nonqualified deferred compensation  account,
       including   such   participant's   contributions    and
       earnings to date.

Footnotes to the Nonqualified Deferred Compensation  for  2008
table are provided on the following page.




                              Nonqualified Deferred Compensation for 2008
----------------------------------------------------------------------------------------------------------
                                                          Aggregate                           Aggregate
                        Executive         Company         Earnings          Aggregate          Balance
                      Contributions    Contributions      (Losses)         Withdrawals/         at End
 Name                 in 2008 ($)(1)    in 2008 ($)    in 2008 ($)(2)   Distributions ($)   of 2008 ($)(3)
 ----                 --------------   -------------   --------------   -----------------   --------------
                                                                                 
 Clarence L. Werner         -                -                -                 -                 -
 Gary L. Werner           8,477              -             (9,731)              -               21,648
 Gregory L. Werner        8,499              -             (8,780)              -               33,662
 Derek J. Leathers        7,800              -            (10,076)              -               20,847
 John J. Steele           8,500              -            (12,857)              -               28,696


 ----------------

                             39


 (1)    The amounts disclosed in this column are reported as
        compensation and included within the amounts in the
        "Salary" column of the Summary Compensation Table on
        page 33.
 (2)    We do not provide above-market or preferential
        earnings on nonqualified deferred compensation plan
        balances, so we did not report any portion of these
        amounts in the Summary Compensation Table pursuant to
        SEC rules.
 (3)    Of these balances, the following executive
        contributions were reported in "Salary" column of the
        Summary Compensation Table in our proxy statements
        for 2006 and 2007:  Clarence L. Werner, not
        applicable; Gary L. Werner, $20,019; Gregory L.
        Werner, $20,481; Derek J. Leathers, not applicable;
        and John J. Steele, $20,500.



          PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees of Independent Registered Public Accounting Firm

The  firm  of KPMG LLP ("KPMG") is our independent  registered
public  accounting firm.  The following table sets  forth  the
aggregate  fees  billed to us by KPMG for  professional  audit
services  rendered in connection with the audit of our  annual
financial  statements  and  internal  control  over  financial
reporting for 2008 and 2007 and for other services provided to
us by KPMG during those periods.




                    Independent Registered Public
               Accounting Firm Fees for 2008 and 2007
             ------------------------------------------
                                   2008 ($)    2007 ($)
                                   --------    --------
                                          
             Audit Fees             422,360     443,949
             Audit-Related Fees        -           -
             Tax Fees                  -           -
             All Other Fees            -           -
             Total                  422,360     443,949



Audit  Fees.  Audit fees consist of fees for (i) the audit  of
our annual financial statements included in our Annual Reports
on  Form  10-K for 2008 and 2007, (ii) review of our financial
statements  included  in our Quarterly Reports  on  Form  10-Q
during  such  periods  and (iii) the  audit  of  our  internal
control over financial reporting during such periods.

Audit-Related Fees.  Audit-related fees consist  of  fees  (i)
for assurance and related services that are reasonably related
to the performance of the audit or the review of our financial
statements and are not reported under Audit Fees and (ii) fees
related  to audit and attest services not required by laws  or
regulations and consultations concerning financial  accounting
and reporting standards.

Tax  Fees.   Tax  fees  are defined as fees  for  professional
services  for  tax  compliance, tax advice and  tax  planning.
These services may include assistance regarding federal, state
and  international tax compliance, tax return preparation, tax
audits and customs and duties.

The  Audit Committee has reviewed KPMG's provision of services
and   believes   that  these  services  are  compatible   with
maintaining  the independence of KPMG.  KPMG did  not  provide
any non-audit services for us in 2008.

                             40


The  Audit  Committee  has approved KPMG  as  our  independent
registered  public accounting firm for 2009.   Representatives
of  KPMG  will be present at the 2009 Annual Meeting and  will
have  an  opportunity,  should  they  so  desire,  to  make  a
statement.  The KPMG representatives will also be available to
respond to appropriate questions from stockholders.

Policy of Audit Committee Pre-Approval of Audit and  Non-Audit
Services  Performed  by  the  Independent  Registered   Public
Accounting Firm

The Audit Committee is responsible for pre-approving all audit
and  non-audit  services  provided by  independent  registered
public  accounting  firms.  Prior  to  the  engagement  of  an
independent  registered public accountant for the next  year's
audit,  our management will submit to the Audit Committee  for
approval  an itemized list of all audit and non-audit services
expected to be rendered during such year and the budgeted fees
for  such  services.   The Audit Committee  then  pre-approves
these  services according to the categories of service in  the
Independent  Registered Public Accounting Firm Fees  for  2008
and 2007 table on page 40.  When determining whether a service
should  receive  pre-approval, the Audit  Committee  considers
whether  such  services  are consistent  with  the  SEC  rules
regarding  auditor  independence.  In the event  circumstances
arise  and  it  becomes  necessary to engage  the  independent
registered  public  accountants for  additional  services  not
contemplated in the original pre-approval, the Audit Committee
will   approve   such  additional  services   prior   to   the
commencement of the engagement and provision of such services.

Pursuant  to its charter, the Audit Committee may delegate  to
its   Chairman  the  pre-approval  authority  to  address  any
requests  for  pre-approval services between  Audit  Committee
meetings,  and such Chairman must report any such pre-approval
decisions   to  the  committee  at  its  next  meeting.    Our
management  and independent registered public accounting  firm
periodically report to the full Audit Committee (i) the extent
of  services  provided by such accounting firm  in  accordance
with   this  pre-approval  and  (ii)  the  fees  for  services
performed to date.

We did not pay any fees categorized as Audit-Related Fees, Tax
Fees  or  All  Other  Fees  to  KPMG  during  2008  and  2007.
Accordingly,  the  Audit Committee did not  approve  any  fees
during   these   periods  that  related  to  the  pre-approval
provisions or the de minimis exception set forth in applicable
SEC rules.

Recommendation of the Board of Directors - Proposal 2

We  are asking stockholders to ratify the appointment of  KPMG
as our independent registered public accounting firm for 2009.
Although this stockholder ratification is not required by  our
By-Laws,  Audit Committee charter or otherwise, the  Board  of
Directors  is  submitting  the  selection  of  KPMG   to   our
stockholders  for  ratification  as  a  matter  of   corporate
governance.

In the event our stockholders do not ratify the appointment of
KPMG,  then  our  Audit Committee and Board of Directors  will
reconsider  the appointment.  Even if our stockholders  ratify
the  selection  of KPMG, the Audit Committee will  retain  its
authority  to, in its discretion and at any time during  2009,
select  a  different independent registered public  accounting
firm  or terminate KPMG if the Audit Committee determines that
such a change would be in our best interests and those of  our
stockholders.

The  Board of Directors recommends that stockholders vote  FOR
the  ratification  of  the appointment  of  KPMG  LLP  as  our
independent  registered public accounting firm  for  the  year
ending December 31, 2009.  Holders of proxies solicited by the
Board  in  this  Proxy  Statement will  vote  the  proxies  as
directed on each Proxy, or if no instruction is made, for  the
ratification of the appointment of KPMG LLP.

                             41


               TRANSACTIONS WITH RELATED PERSONS

Review and Approval of Related Person Transactions

Our  Governance  Committee  charter  requires  the  Governance
Committee   (each   member  of  which  is  independent   under
applicable NASDAQ listing standards and SEC rules)  to  review
and approve all related person transactions when such approval
is  required  under the NASDAQ and SEC rules and  regulations.
All  related  person  transactions that  are  required  to  be
disclosed under SEC rules are disclosed in our applicable  SEC
filings.

For  purposes  of Item 404 of SEC Regulation S-K,  a  "related
person  transaction"  is generally any  effected  or  proposed
transaction, arrangement or relationship in which:
    (i)   The Company was or is to be a participant;
    (ii)  The  amount  involved  exceeds  or  is  expected  to
          exceed $120,000; and
    (iii) Any "related person" has an interest.


Under Item 404, "related person" generally means:
    *  A director or director nominee of the Company;
    *  An executive officer of the Company;
    *  A  security  holder who is known to be  the  beneficial
       owner of more than 5% of our common stock; or
    *  Any  "immediate family member" of a director,  director
       nominee, executive officer or beneficial owner of  more
       than   5%  of  our  common  stock.   "Immediate  family
       members"  include spouse, children, parents,  siblings,
       in-laws,  stepparents and stepchildren  and  any  other
       person sharing the related person's household.
    *  Any  firm, corporation or other entity in which any  of
       the  foregoing persons (i) is employed by,  a  director
       of  or  a  partner or principal in such entity or  (ii)
       has a beneficial ownership interest of 10% or more.

Related Person Transactions

Land  Lease Agreement.  The Company leases certain  land  from
the  Clarence  L.  Werner  Revocable Trust  (the  "Trust"),  a
related  person.   Clarence  L.  Werner,  Chairman  of  Werner
Enterprises,  Inc.,  is the sole trustee  of  the  Trust.   On
February  8,  2007, the Company entered into a  revised  Lease
Agreement,   effective  as  of  May  21,  2002   (the   "Lease
Agreement"), and a License Agreement (the "License Agreement")
with  Mr.  Werner  in  his capacity  as  trustee.   The  Lease
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 on 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  the Company  uses  for  business
meetings  and customer and vendor 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").  These license rights were deleted from the  Lease
Agreement and incorporated into the License Agreement.

                             42


The  Lease Agreement's current ten-year term expires  May  31,
2012.   The  Lease Agreement gives the Company the  option  to
extend  such  agreement for two additional five-year  periods,
through   2017  and  2022,  respectively.   Under  the   Lease
Agreement,  the Company also makes annual rental  payments  of
One  Dollar  ($1.00) per year, and the Company is  responsible
for  the real estate taxes and maintenance costs on the  Lodge
Premises.  These costs totaled approximately $77,000 in 2008.

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 the  Company
made.   The  Company  also has a right  of  first  refusal  to
purchase the Lodge Premises, or any part thereof, if the Trust
receives  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.  If the Company  does
not  elect 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
retain  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  ten-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 (ten years).  If, at  the
termination  of the initial ten-year term or any  of  the  two
five-year  renewal periods, the Company has not exercised  its
option  to  purchase  the  Lodge  Premises  accordingly,   the
leasehold  improvements  become the  property  of  the  Trust.
However, the Company currently intends to exercise its  option
to  purchase  the Lodge Premises at its current  market  value
prior  to the completion of the initial ten-year lease  period
or  any of the two five-year renewal periods.  The Company has
made   leasehold  improvements  to  the  Lodge   Premises   of
approximately  $6.2 million since the inception  of  leasehold
arrangements commenced in 1994.

The  revisions  to the Lease Agreement removed the  provisions
relating  to  the Farmland Premises (including the description
of  option  to  purchase rights described above),  as  of  the
effective  date of the 2002 Lease Agreement, and  the  Company
and  the  Trust  entered into the separate  License  Agreement
defining  the  Company's  respective rights  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 effective 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 $31,000 for 2008.

Family  Members  of  Executive Officers  and  Directors.   The
Company  employs  the  family  members  of  certain  executive
officers in the following capacities:  (i) Scott Robertson  is
employed  as the Director-Aviation and is Clarence L. Werner's
son-in-law  and  the  brother-in-law of  Gary  L.  Werner  and
Gregory  L.  Werner;  and (ii) Clint  Werner  is  employed  as
Director-Maintenance Operations and is the son of  Gregory  L.
Werner  and  grandson  of  Clarence  L.  Werner.   The   total
compensation  in  2008 for Mr. Robertson  was  $165,075  (this
amount  includes the use of one Company vehicle) and  for  Mr.
Clint Werner was $122,955 (this amount includes the use of one
Company  vehicle).  In 2008, the Company also  employed  seven
other family members (one of whom is Vern Werner, mentioned in
the  following  Owner-Operators section) of certain  executive
officers in various capacities, and each of these other family
members received less than $120,000 in annual compensation  in
2008.

                             43


Owner-Operators.  During 2008, the Company paid $7,600,906  to
Pegasus  Enterprises,  LLC, which  is  owned  by  Clarence  L.
Werner's brother, Vern Werner, and sister-in-law.  During that
time,  the Company also paid $1,004,275 to WinRow Farms, which
is  owned by Vern Werner.  Pegasus Enterprises, LLC and WinRow
Farms  lease  tractors and drivers to us  as  owner-operators.
During  2008,  the  Company  sold  used  tractors  to  Pegasus
Enterprises, LLC at a total of $414,600 and to WinRow Farms at
a  total  of $111,000.  At December 31, 2008, the Company  had
notes  receivable from Pegasus Enterprises, LLC of  $1,237,491
related  to the sale of 37 used trucks.  The largest aggregate
amount  of  principal outstanding during 2008 was  $1,374,483.
The amount of principal paid during 2008 was $483,808, and the
amount  of  interest  paid  during  2008  was  $152,914.   The
interest rate payable on this debt ranges from 10% to  12.75%.
The  payments to Pegasus Enterprises, LLC and WinRow Farms are
based on the same per-mile settlement scale that is applied to
the  Company's other similar owner-operator contractors.   The
Company  believes  the terms of the note  agreements  and  the
tractor sales prices are no less favorable to the Company than
those that could be obtained from unrelated third parties,  on
an arm's length basis.

Personal  Use  of  Corporate  Aircraft.   Clarence  L.  Werner
utilized  the  Company's corporate aircraft  for  non-business
purposes  during  2008.   Mr. Werner  reimbursed  the  Company
$146,400   representing   the   aggregate   incremental   cost
associated  with the personal flights.  This  cost  is  higher
than the imputed income calculated for income tax purposes  in
accordance  with IRS 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.


                        OTHER BUSINESS

We  do  not  know of any business that will be  presented  for
consideration at the 2009 Annual Meeting of Stockholders other
than  that  described in this Proxy Statement.   As  to  other
business  (if  any)  that may properly be brought  before  the
meeting, we intend that proxies solicited by the Board will be
voted  in  accordance  with the best judgment  of  the  person
voting the proxies.


                     STOCKHOLDER PROPOSALS

Only stockholders of record as of March 23, 2009, are entitled
to  bring  business  before  the  2009  Annual  Meeting.   All
stockholder  proposals  must be in  writing  and  include  the
following:
    (i)   A  brief description of the business the stockholder
          desires to bring before the Annual Meeting;
    (ii)  The reason for conducting such proposed business  at
          the Annual Meeting;
    (iii) The  name  and address of the stockholder  proposing
         such business;
    (iv)  The  class and number of shares of our common  stock
          beneficially owned by such stockholder; and
    (v)   Any  material  interest of the stockholder  in  such
          business.

To  be  eligible  for inclusion in our 2010  Proxy  Materials,
stockholder  proposals intended to be presented  at  our  2010
Annual  Meeting  of  Stockholders must be in  writing  and  be
received  by the Corporate Secretary at our executive  offices
on  or  before December 11, 2009.  The inclusion of  any  such
stockholder  proposal  in  our 2010 Proxy  Materials  will  be
subject  to  the applicable proxy rules and regulations  under
the  Exchange Act and will be considered untimely if  received
after  December 11, 2009.  Stockholders may submit nominations
for  directors  to  be elected at the 2010 Annual  Meeting  of
Stockholders,  and  such  nominations  must  be  written   and
delivered to the Corporate Secretary at our executive  offices
by  December 11, 2009.  Such nominations are also  subject  to
the rules and regulations prescribed by the Exchange Act.  For
a   description  of  the  process  of  submitting  stockholder

                             44


nominations  for  director, refer to the  Director  Nomination
Process  section  under  Corporate Governance  in  this  Proxy
Statement.

Stockholders  may present proposals for consideration  at  the
2009 Annual Meeting of Stockholders that are not intended  for
inclusion  in the 2009 Proxy Materials.  These proposals  must
be  received  in  writing by the Corporate  Secretary  at  our
executive  offices no later than April 22, 2009 for  the  2009
Annual  Meeting.   Pursuant to our By-Laws,  stockholders  may
make other proposals at the Annual Meeting to be discussed and
considered;  but unless the Corporate Secretary  receives  the
written  proposal  at  least twenty  days  before  the  Annual
Meeting,  such proposal will be considered untimely  and  will
not  be  acted upon.  Instead, the proposal will be laid  over
for action at the next stockholder meeting held thirty days or
more later.


             STOCKHOLDERS SHARING THE SAME ADDRESS

We  have adopted a procedure called "householding" pursuant to
SEC  rules  and  regulations.  Under this procedure,  we  will
deliver  only  one copy of this Proxy Statement and  our  2008
Annual  Report  to multiple stockholders who  share  the  same
mailing  address  (if they appear to be members  of  the  same
family), unless we have received contrary instructions from an
affected   stockholder.   Stockholders  who   participate   in
householding will continue to receive separate Proxies.   This
procedure reduces our printing and mailing costs and fees.

We  will  promptly deliver, upon written or  oral  request,  a
separate  copy  of this Proxy Statement and  the  2008  Annual
Report  to  any  stockholder at a shared address  to  which  a
single  copy  of either of those documents was delivered.   To
request  a  separate copy of this Proxy Statement  and/or  the
2008  Annual  Report,  stockholders  may  write  or  call  our
Corporate Secretary at our executive offices.  You will not be
charged  for  any requested copies.  This Proxy Statement  and
our 2008 Annual Report are also available on our website.

Householding of proxy materials occurs when you provide us  or
your broker with a written householding consent.  Stockholders
who  would  like  to  revoke  their householding  consent  and
receive a separate copy of our subsequent proxy statements and
annual reports to stockholders should contact their broker (if
the  shares are held in a brokerage account) or our  Corporate
Secretary  (if you hold registered shares).  Stockholders  who
share  a mailing address and receive multiple copies of  proxy
materials  but  would like to participate in householding  and
receive  a  single copy of our proxy materials should  contact
their broker or our Corporate Secretary.


   CONTACTING THE CORPORATE SECRETARY AND EXECUTIVE OFFICES

Our  Corporate  Secretary is James L.  Johnson.   The  mailing
address,  telephone  numbers  and  e-mail  address   for   our
Corporate Secretary and executive offices are:

                   Werner Enterprises, Inc.
                Attention:  Corporate Secretary
                     Post Office Box 45308
                  Omaha, Nebraska  68145-0308
                    Phone:  (402) 895-6640
                  Toll-Free:  (800) 228-2240
               E-Mail:  invrelations@werner.com

                             45


        INTERNET WEBSITE AND AVAILABILITY OF MATERIALS

Our  Internet website, as referred to in this Proxy Statement,
is:   www.werner.com,  under the "Investor  Information"  tab.
This  Proxy  Statement,  the  Notice  of  Annual  Meeting   of
Stockholders  and  2008  Annual Report (including  our  Annual
Report  on  Form 10-K for 2008) are available on our  website.
Our prior proxy statements, annual reports and SEC filings are
also  included on the website.  You may obtain a copy of these
materials, without charge, on our website or by contacting the
Corporate Secretary.

--------------


                                    By Order of the Board of Directors


                                    /s/ James L. Johnson

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

Omaha, Nebraska
April 10, 2009

                             46



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

                                   PROXY
                          _______________________

This Proxy is solicited on behalf of the Board of Directors for the Annual
Meeting of Stockholders to be held Tuesday, May 12, 2009.  The undersigned
stockholder  hereby  appoints and authorizes each of Gary  L.  Werner  and
Gregory L. Werner to act as proxies, each with full power of substitution,
to  represent  and vote (as the undersigned stockholder  directs  in  this
Proxy)  all shares of common stock of Werner Enterprises, Inc., that  such
stockholder  is  entitled to vote (as of March 23,  2009)  at  the  Annual
Meeting of Stockholders to be held on Tuesday, May 12, 2009 (including any
adjournments  or postponements thereof), and to vote all  such  shares  on
such other business that may properly come before such meeting.

The proposals to be voted on in this Proxy are not related to, and are not
conditioned  upon, the approval of other matters.  The Board of  Directors
of  Werner Enterprises, Inc. submits and recommends a vote "for"  each  of
the following proposals:

1.   Proposal 1 - Election of Directors.
     Check only one box.  To withhold authority to vote for any individual
     nominee(s),  check "For All Except" and write the  number(s)  of  the
     nominee(s) on the line below the box.

                                 For All    Withhold All    For All Except
        Nominees:                 [  ]          [  ]             [  ]
        1.  Clarence L. Werner
        2.  Patrick J. Jung
        3.  Duane K. Sather
                                                            ______________

2.   Proposal 2 - To ratify the appointment of KPMG LLP as the independent
     registered accounting firm of Werner Enterprises, Inc. for  the  year
     ending December 31, 2009.
     Check only one box.

                For                Against             Abstain
               [  ]                  [  ]                [  ]

This  Proxy,  when  properly executed, will be voted as  directed  by  the
undersigned  stockholder.  If no direction is  given  with  respect  to  a
proposal, this Proxy will be voted "FOR" the proposal.

Please  date,  sign and print your name.  When shares are  held  by  joint
tenants,  both  individuals should sign this Proxy.  When  signing  as  an
attorney,  executor, administrator, trustee or guardian, please give  your
full  title.  If the stockholder is a corporation, please provide the full
corporate  name  by  the  name of the authorized officer  completing  this
Proxy.   If  the  stockholder is a partnership, please  provide  the  full
partnership  name  by  the name of the authorized person  completing  this
Proxy.

________________________   __________   ___________________________   __________
Signature                  Date         Signature (if held jointly)   Date

________________________                ___________________________
Printed Name                               Printed Name






 Please mark, sign, date and promptly return this Proxy using the enclosed
                       postage-paid return envelope.

      Important Notice Regarding the Availability of Proxy Materials
          for the Stockholder Meeting To Be Held on May 12, 2009:
  The Proxy Statement and 2008 Annual Report of Werner Enterprises, Inc.
   are available at www.werner.com under the "Investor Information" tab.