CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The following section describes, for the year ended December 31, 2007, (i) transactions in which the Company or any of its subsidiaries was a party, in which the amount involved exceeded $120,000 and in which a director, a director nominee, an Executive Officer or a security holder known to own more than five percent of the Company's Common Stock had, or will have, a direct or indirect material interest or (ii) certain business relationships that existed between the Company and directors or director nominees, or between the Company and entities affiliated with such directors or director nominees.

45

        Our policy and procedures with respect to any related person transaction between the Company and any related person requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, is that such transaction is consummated only if the Compensation Committee approves or ratifies such transaction (or the disinterested members of the Board of Directors approves or ratifies such transaction).

        Brian Coughlin, the brother of Philip M. Coughlin, Executive Vice President—North America, was employed as District Manager of the Company's Cincinnati office at a base salary of $48,000 and was paid incentive compensation based on branch profitability in the amount of $269,174 in addition to standard benefits. An additional $52,721 was recognized as compensation expense for financial reporting purposes with the respect to the 2007 fiscal year for the fair value of options granted in 2007, as well as prior fiscal years, in accordance with SFAS 123R. On May 2, 2007, Mr. Coughlin was granted a 3,000 share stock option at fair market value. The fair value of these options of $53,415 will be expensed on a straight-line basis over their five year vesting period in accordance with SFAS 123R.

        Jeffrey S. Musser, the son-in-law of Peter J. Rose, Chairman and Chief Executive Officer, was employed as Senior Vice President—Chief Information Officer and an Executive Officer of the Company at a base salary of $100,000 and was paid incentive compensation based on Company profitability in the amount of $2,731,022 in addition to standard benefits. An additional $140,361 was recognized as compensation expense for financial reporting purposes with the respect to the 2007 fiscal year for the fair value of options granted in 2007, as well as prior fiscal years, in accordance with SFAS 123R. On May 2, 2007, Mr. Musser was granted a 5,000 share stock option at fair market value. The fair value of these options of $89,026 will be expensed on a straight-line basis over their five year vesting period in accordance with SFAS 123R.

        Rachel Mancuso, the daughter of Jean-Claude Carcaillet, Senior Vice President—Australasia, was employed as District Manager of the Company's Sydney office at a base salary of $48,237 (AUD 57,527) and was paid incentive compensation based on branch profitability in the amount of $539,678 (AUD 643,609) in addition to standard benefits. An additional $33,008 was recognized as compensation expense for financial reporting purposes with the respect to the 2007 fiscal year for the fair value of options granted in 2007, as well as prior fiscal years, in accordance with SFAS 123R. On May 2, 2007, Ms. Mancuso was granted a 3,000 share stock option at fair market value. The fair value of these options of $53,415 will be expensed on a straight-line basis over their five year vesting period in accordance with SFAS 123R.

        Allen J.L. Wang, the son of James L.K. Wang, President—Asia and Director, was employed as General Manager—Accounting Support at a base salary of $105,340 (HKD 795,574) and was paid incentive compensation based on the profitability of Asia offices in the amount of $732,000 (HKD 5,526,600) in addition to standard benefits. An additional $44,418 was recognized as compensation expense for financial reporting purposes with the respect to the 2007 fiscal year for the fair value of options granted in 2007, as well as prior fiscal years, in accordance with SFAS 123R. On May 2, 2007, Mr. Wang was granted a 2,000 share stock option at fair market value. The fair value of these options of $35,610 will be expensed on a straight-line basis over their five year vesting period in accordance with SFAS 123R.

        In connection with the acquisition of the assets of certain Asia affiliates (including Taiwan) effective January 1, 1984, the Company agreed to use its best efforts, so long as James L.K. Wang

46

remains a shareholder of the Company and is employed by the Company or any of its affiliates or exclusive agents, to cause one person nominated by Mr. Wang to be elected to the Company's Board of Directors. In addition, the Company agreed that it will make no appointment of a manager for any Asia office without prior consultation with Mr. Wang so long as he remains a shareholder of the Company and is employed by the Company or one of its affiliates or exclusive agents. Pursuant to this agreement, Mr. Wang has been nominated for re-election to the Company's Board of Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act of 1934, as amended, requires that the Company's directors, certain of its officers, and persons who own more than ten percent of a registered class of the Company's equity securities, file reports of ownership on Form 3 and changes of ownership on Form 4 or 5 with the SEC and the National Association of Securities Dealers. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all such forms they file.

        Based solely on its review of the copies of such forms received by the Company, and on written representations by the Company's officers and directors regarding their compliance with the filing requirements, the Company believes that all reports required from its officers, directors and greater than 10% beneficial owners were filed on a timely basis during 2007, with the exception of Form 4 filings regarding the granting of options to Section 16 Insiders as follows:

•

Company Executive Officers (filed one day late with respect to one transaction): Eugene K. Alger, Timothy C. Barber, Jean-Claude Carcaillet, Philip M. Coughlin, Rosanne Esposito, R. Jordan Gates, Roger A. Idiart, Sandy K.Y. Liu, Charles J. Lynch, Jeffrey S. Musser, Rommel C. Saber, Amy J. Tangeman, Robert L. Villanueva and Daniel R. Wall; and



•

Outside Independent Directors (filed six days late with respect to one transaction): James J. Casey, Dan P. Kourkoumelis, Michael J. Malone and John W. Meisenbach.

SHAREHOLDER PROPOSALS FOR THE 2009 ANNUAL MEETING OF SHAREHOLDERS

        Shareholder proposals to be presented at the 2009 Annual Meeting of Shareholders must be received by the Secretary at the Company's executive offices by December 1, 2008, in order to be included in the Company's proxy statement and form of proxy relating to that meeting.

        Shareholders who intend to present a proposal at the 2009 Annual Meeting of Shareholders without having the proposal included in the Company's proxy materials are required to provide appropriate notice to the Secretary at the Company's executive offices no later than February 14, 2009. Proposals which do not meet this notice requirement will be subject to discretionary voting authority granted by proxy.

47

SOLICITATION OF PROXIES

        The proxy accompanying this Proxy Statement is solicited by the Board of Directors of the Company. Proxies may be solicited by officers, directors and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. In addition, the Company has agreed to pay the firm of Advantage Proxy a fee of $10,000 plus reasonable expenses for proxy solicitation services. Solicitations of proxies may be made personally, or by mail, telephone, telegraph, facsimile or messenger.

        The Company, if requested, will pay persons holding shares of Common Stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks and other fiduciaries, for the expense of forwarding soliciting materials to their principals. All such costs of solicitation of proxies will be paid by the Company.

		By Order of the Board of Directors
		Amy J. Tangeman Secretary

Seattle, Washington
March 21, 2008

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APPENDIX A

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
2008 STOCK OPTION PLAN

        This 2008 Stock Option Plan (the "2008 Option Plan") provides for the grant of options to acquire shares of common stock, $.01 par value (the "Common Stock"), of EXPEDITORS INTERNATIONAL OF WASHINGTON, INC., a Washington corporation (the "Company"). Stock options granted under this 2008 Option Plan that qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), are referred to in this 2008 Option Plan as "Incentive Stock Options." Incentive Stock Options and stock options that do not qualify under Section 422 of the Code ("Non-Qualified Stock Options") granted under this 2008 Option Plan are referred to as "Options."

1.

PURPOSES.

        The purposes of this 2008 Option Plan are to retain the services of valued key employees of the Company, its subsidiaries and such other affiliates as the Plan Administrator shall select in accordance with Section 3 below; to encourage such persons to acquire a greater proprietary interest in the Company, thereby strengthening their incentive to achieve the objectives of the shareholders of the Company; and to serve as an aid and inducement in the hiring of new employees.

2.

ADMINISTRATION.

        This 2008 Option Plan shall be administered by the Board of Directors of the Company (the "Board") if each director is an "outside director" (as defined below). If all directors are not outside directors, the 2008 Option Plan shall be administered by a committee designated by the Board and composed of two (2) or more members of the Board that are "non-employee directors" and "outside directors"(as defined below), which committee (the "Committee") may be the compensation committee or a separate committee especially created for this purpose. The term "non-employee director" shall have the meaning assigned to it under Rule 16b-3 (as amended from time to time) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule or regulatory requirement. The term "outside director" shall have the meaning assigned under Section 162(m) of the Code (as amended from time to time) and the regulations (or any successor regulations) promulgated thereunder ("Section 162(m) of the Code"). The Committee shall have the powers and authority vested in the Board hereunder (including the power and authority to interpret any provision of this 2008 Option Plan or of any Option). The members of any such Committee shall serve at the pleasure of the Board. A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members of the Committee and any action so taken shall be fully effective as if it had been taken at a meeting. The Board, or any committee thereof appointed to administer the 2008 Option Plan, is referred to herein as the "Plan Administrator."

        Subject to the provisions of this 2008 Option Plan, and with a view to effecting its purpose, the Plan Administrator shall have sole authority, in its absolute discretion, to (a) construe and interpret this 2008 Option Plan; (b) define the terms used in this 2008 Option Plan; (c) prescribe, amend and rescind rules and regulations relating to this 2008 Option Plan; (d) correct any defect, supply any omission or reconcile any inconsistency in this 2008 Option Plan; (e) grant Options under this 2008 Option Plan; (f) determine the individuals to whom Options shall be granted under this 2008 Option Plan and whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option; (g) determine the

time or times at which Options shall be granted under this 2008 Option Plan; (h) determine the number of shares of Common Stock subject to each Option, the exercise price of each Option, the duration of each Option and the times at which each Option shall become exercisable; (i) determine all other terms and conditions of Options; and (j) make all other determinations necessary or advisable for the administration of this 2008 Option Plan. All decisions, determinations and interpretations made by the Plan Administrator shall be binding and conclusive on all participants in this 2008 Option Plan and on their legal representatives, heirs and beneficiaries.

        The Board or the Committee may delegate to one or more executive officers of the Company the authority to grant Options under this 2008 Option Plan to employees of the Company who, on the Date of Grant, are not subjected to Section 16(b) of the Exchange Act with respect to the Common Stock ("Non-Insiders"), and are not "covered employees" as such term is defined for purposes of Section 162(m) of the Code ("Non-Covered Employees"), and in connection therewith the authority to determine: (a) the number of shares of Common Stock subject to such Option; (b) the duration of the Option; (c) the vesting schedule for determining the times at which such Option shall become exercisable; and (d) all other terms and conditions of such Options. The exercise price for any Option granted by action of an executive officer or officers pursuant to such delegation of authority shall not be less than the fair market value per share of the Common Stock on the Date of Grant. Such delegation of authority shall not include the authority to accelerate the vesting, extend the period for exercise or otherwise alter the terms of outstanding Options. The term "Plan Administrator" when used in any provision of this 2008 Option Plan other than Sections 2, 5(m), 5(n) and 12 shall be deemed to refer to the Board or the Committee, as the case may be, and an executive officer who has been authorized to grant Options pursuant thereto, insofar as such provisions may be applied to persons that are Non-Insiders and Non-Covered Employees and Options granted to such persons.

3.

ELIGIBILITY.

        Incentive Stock Options may be granted to any individual who, at the time the Option is granted, is an employee of the Company or any Related Corporation (as defined below), including employees who are directors of the Company ("Employees"). Non-Qualified Stock Options may be granted to Employees and to such other persons who are employed by affiliated companies, other than directors who are not Employees, as the Plan Administrator shall select. Options may be granted in substitution for outstanding Options of another corporation in connection with the merger, share exchange, acquisition of property or stock or other reorganization between such other corporation and the Company or any subsidiary of the Company. Any person to whom an Option is granted under this 2008 Option Plan is referred to as an "Optionee." Any person who is the owner of an Option is referred to as a "Holder."

        As used in this 2008 Option Plan, the term "Related Corporation" shall mean any corporation (other than the Company) that is a "Parent Corporation" of the Company or "Subsidiary Corporation" of the Company, as those terms are defined in Sections 424(e) and 424(f) respectively, of the Code (or any successor provisions), and the regulations thereunder (as amended from time to time).

4.

STOCK.

        The Plan Administrator is authorized to grant Options to acquire up to a total of 3,000,000 shares of the Company's authorized but unissued Common Stock during the period beginning with the Effective Date as provided for in Section 7 and ending on April 30, 2009 ("Option Grant Period"). The number of shares with respect to which Options may be granted hereunder is subject to adjustment as set forth in Subsection 5(m) hereof. In the event that any outstanding Option expires or is terminated

for any reason, the shares of Common Stock allocable to the unexercised portion of such Option may again be subject to an Option to the same Optionee or to a different person eligible under Section 3 of this 2008 Option Plan so long as the grant is made within the Option Grant Period; provided however, that any canceled Options will be counted against the maximum number of shares with respect to which Options may be granted to any particular person as set forth in Section 6 hereof.

5.

TERMS AND CONDITIONS OF OPTIONS.

        Each Option granted under this 2008 Option Plan shall be evidenced by a written or online agreement approved by the Plan Administrator (the "Agreement"). Agreements may contain such provisions, not inconsistent with this 2008 Option Plan, as the Plan Administrator in its discretion may deem advisable. All Options also shall comply with the following requirements:

(a)

Number of Shares and Type of Option.

        Each Agreement, in itself or by reference to a service provider's stock option website, shall state the number of shares of Common Stock to which it pertains and whether the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option. In the absence of action to the contrary by the Plan Administrator in connection with the grant of an Option, all Options shall be Non-Qualified Stock Options. The aggregate fair market value (determined at the Date of Grant, as defined below) of the stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year shall not exceed $100,000, or such other limit as may be prescribed by the Code as it may be amended from time to time. Any portion of an Option which exceeds the annual limit shall not be void, but rather shall be a Non-Qualified Stock Option.

(b)

Date of Grant.

        Each Agreement, in itself or by reference to a service provider's stock option website, shall state the date within the Option Grant Period that the Plan Administrator has deemed to be the effective date of the Option for purposes of this 2008 Option Plan (the "Date of Grant").

(c)

Option Price.

        Each Agreement, in itself or by reference to a service provider's stock option website, shall state the price per share of Common Stock at which it is exercisable. The exercise price shall be fixed by the Plan Administrator at whatever price the Plan Administrator may determine in the exercise of its sole discretion; provided that the per share exercise price for any Option granted shall not be less than the fair market value per share of the Common Stock at the Date of Grant as determined by the Plan Administrator in good faith; provided further , that with respect to Incentive Stock Options granted to greater-than-10 percent (>10%) shareholders of the Company (as determined with reference to Section 424(d) of the Code), the exercise price per share shall not be less than 110 percent (110%) of the fair market value per share of the Common Stock at the Date of Grant as determined by the Plan Administrator in good faith; and, provided further , that Options granted in substitution for outstanding options of another corporation in connection with the merger, share exchange, acquisition of property or stock or other reorganization involving such other corporation and the Company or any subsidiary of the Company may be granted with an exercise price equal to the exercise price for the substituted option of the other corporation, subject to any adjustment consistent with the terms of the transaction pursuant to which the substitution is to occur.

(d)

Duration of Options.

        At the time of the grant of the Option, the Plan Administrator shall designate, subject to Subsection 5(g) below, the expiration date of the Option, which date shall not be later than ten (10) years from the Date of Grant; provided , that the expiration date of any Incentive Stock Option granted to a greater-than-10 percent (>10%) shareholder of the Company (as determined with reference to Section 424(d) of the Code) shall not be later than five (5) years from the Date of Grant. In the absence of action to the contrary by the Plan Administrator in connection with the grant of a particular Option, and except in the case of Incentive Stock Options as described above, all Options granted under this Section 5 shall expire ten (10) years from the Date of Grant.

(e)

Vesting Schedule.

        No Option shall be exercisable until it has vested. The vesting schedule for each Option shall be fifty percent (50%) vested three (3) years from the Date of Grant, seventy-five percent (75%) vested four (4) years from the Date of Grant and one hundred percent (100%) vested five (5) years from the Date of Grant.

(f)

Acceleration of Vesting.

        The vesting of one or more outstanding Options may be accelerated by the Plan Administrator at such times and in such amounts as it shall determine in its sole discretion. The vesting of Options also shall be accelerated under the circumstances described in Subsections 5(m) and 5(n) below.

(g)

Term of Option.

        Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) the expiration of the Option, as designated by the Plan Administrator in accordance with Subsection 5(d) above; (ii) the expiration of ninety (90) days following the date of an Optionee's termination of employment with the Company, any Related Corporation or any affiliated company, as the case may be, other than as a result of death or Disability; or (iii) the expiration of six (6) months following (A) the date of death of the Optionee or (B) cessation of an Optionee's employment by reason of Disability (as defined below). If an Optionee's employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee's rights under such Option shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of the Optionee's domicile at the time of death. For purposes of the 2008 Option Plan, "Disability" shall mean any physical, mental or other health condition which substantially impairs the Optionee's ability to perform his or her assigned duties for one hundred twenty (120) days or more in any two hundred forty (240) day period or that can be expected to result in death. The Plan Administrator shall determine whether an Optionee has incurred a Disability on the basis of medical evidence acceptable to the Plan Administrator. Upon making a determination of Disability, the Plan Administrator shall, for purposes of the 2008 Option Plan, determine the date of an Optionee's termination of employment.

        Unless accelerated in accordance with Subsection 5(f) above, unvested Options shall terminate immediately upon termination of employment of the Optionee by the Company or by the Optionee for any reason whatsoever, including death or Disability. For purposes of this 2008 Option Plan, transfer of employment between or among the Company and/or any Related Corporation or affiliated company shall not be deemed to constitute a termination of employment

with the Company or any Related Corporation or affiliated company. For purposes of this Subsection with respect to Incentive Stock Options, employment shall be deemed to continue while the Optionee is on military leave, sick leave or other bona fide leave of absence (as determined by the Plan Administrator). The foregoing notwithstanding, employment shall not be deemed to continue beyond the first ninety (90) days of such leave, unless the Optionee's re-employment rights are guaranteed by statute or by contract.

(h)

Exercise of Options.

        Options shall be exercisable, in full or in part, at any time after vesting, until their termination. If less than all of the shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the Option term. No portion of any Option for less than ten (10) shares (as adjusted pursuant to Subsection 5(m) below) may be exercised; provided , that if the vested portion of any Option is less than ten (10) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers less than one (1) share, it is unexercisable.

        Options or portions thereof may be exercised by giving written notice to the Company, which notice shall specify the number of shares to be purchased, and be accompanied by payment in the amount of the aggregate exercise price for the Common Stock so purchased, which payment shall be in the form specified in Subsection 5(i) below. The Company shall not be obligated to issue, transfer or deliver a certificate of Common Stock to the Holder of any Option, until provision has been made by the Holder, to the satisfaction of the Company, for the payment of the aggregate exercise price for all shares for which the Option shall have been exercised and for satisfaction of any tax withholding obligations associated with such exercise. During the lifetime of an Optionee, Options are exercisable only by the Optionee or a transferee who takes title to the Option in the manner permitted by Subsection 5(k) hereof.

(i)

Payment upon Exercise of Option.

        Upon the exercise of any Option, the aggregate exercise price shall be paid to the Company by wire transfer, or, if permitted by the Plan Administrator, in cash or by cashier's check. In addition, the Holder may pay for all or any portion of the aggregate exercise price by delivering to the Company shares of Common Stock previously held by such Holder which shall be valued at fair market value as of the date of exercise (as determined by the Plan Administrator).

(j)

Rights as a Shareholder.

        A Holder shall have no rights as a shareholder with respect to any shares covered by an Option until such Holder becomes a record holder of such shares, irrespective of whether such Holder has given notice of exercise. Subject to the provisions of Subsections 5(m) and 5(n) hereof, no rights shall accrue to a Holder and no adjustments shall be made on account of dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights declared on, or created in, the Common Stock for which the record date is prior to the date the Holder becomes a record holder of the shares of Common Stock covered by the Option, irrespective of whether such Holder has given notice of exercise.

(k)

Transfer of Option.

        Options granted under this 2008 Option Plan and the rights and privileges conferred by this 2008 Option Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by this 2008 Option Plan contrary to the provisions hereof, or upon the sale, levy or any attachment or similar process upon the rights and privileges conferred by this 2008 Option Plan, such Option shall thereupon terminate and become null and void.

(l)

Securities Regulation and Tax Withholding.

        (1)   Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, Section 162(m) of the Code, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any stock exchange or automated inter-dealer quotation system of a registered national securities association upon which such shares may then be listed, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any shares under this 2008 Option Plan, or the unavailability of an exemption from registration for the issuance and sale of any shares under this 2008 Option Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such shares.

        As a condition to the exercise of an Option, the Plan Administrator may require the Holder to represent and warrant in writing at the time of such exercise that the shares are being purchased only for investment and without any then-present intention to sell or distribute such shares. At the option of the Plan Administrator, a stop-transfer order against such shares may be placed on the stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such shares in order to assure an exemption from registration. The Plan Administrator also may require such other documentation as may from time to time be necessary to comply with Federal and state securities laws.

        (2)   The Holder shall pay to the Company by certified or cashier's check, promptly upon exercise of an Option or, if later, the date that the amount of such obligations becomes determinable, all applicable Federal, state, local and foreign withholding taxes that the Plan Administrator, in its discretion, determines to result upon exercise of an Option or from a transfer or other disposition of shares of Common Stock acquired upon exercise of an Option or otherwise related to an Option or shares of Common Stock acquired in connection with an Option.

        (3)   The issuance, transfer or delivery of certificates of Common Stock pursuant to the exercise of Options may be delayed, at the discretion of the Plan Administrator, until the Plan

Administrator is satisfied that the applicable requirements of the Federal and state securities laws and the withholding provisions of the Code have been met.

(m)

Stock Dividend or Reorganization.

        (1)   If (i) the Company shall at any time be involved in a transaction described in Section 424(a) of the Code (or any successor provision) or any "corporate transaction" described in the regulations thereunder; (ii) the Company shall declare a dividend payable in, or shall subdivide or combine, its Common Stock or (iii) any other event with substantially the same effect shall occur, the Plan Administrator shall, subject to applicable law, with respect to each outstanding Option, proportionately adjust the number of shares of Common Stock subject to such Option and/or the exercise price per share so as to preserve the rights of the Holder substantially proportionate to the rights of the Holder prior to such event, and to the extent that such action shall include an increase or decrease in the number of shares of Common Stock subject to outstanding Options, the number of shares available under Section 4 of this 2008 Option Plan shall automatically be increased or decreased, as the case may be, proportionately, without further action on the part of the Plan Administrator, the Company, the Company's shareholders, or any Holder.

        (2)   In the event that the presently authorized capital stock of the Company is changed into the same number of shares with a different par value, or without par value, the stock resulting from any such change shall be deemed to be Common Stock within the meaning of the 2008 Option Plan, and each Option shall apply to the same number of shares of such new stock as it applied to old shares immediately prior to such change.

        (3)   The foregoing adjustments in the shares subject to Options shall be made by the Plan Administrator, or by any successor administrator of this 2008 Option Plan, or by the applicable terms of any assumption or substitution document.

        (4)   The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, consolidate or dissolve, to liquidate or to sell or transfer all or any part of its business or assets.

(n)

Change in Control.

        (1)   If at any time there is a Change in Control (as defined below) of the Company, all Options outstanding at the date thereof shall accelerate and become fully vested and exercisable in full for the duration of the Option term as of the later of the date of the Change in Control or six months after the Date of Grant of the Option. For purposes of this Subsection, "Change in Control" shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act as amended (other than the Company, a subsidiary thereof or a Company employee benefit plan, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation.

        (2)   Except as provided in this Section 5, no Optionee or Holder shall have rights by reason of any subdivision or consolidation of shares of stock of any class including Common Stock or the payment of any stock dividend on shares of Common Stock, or any other increase or decrease in the number of shares of Common Stock, or by reason of any liquidation, dissolution, corporate combination or division; and any issuance by the Company of shares of stock of any class including Common Stock, or securities convertible into shares of stock of any class including Common Stock, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to any Option.

6.

LIMITATION ON INDIVIDUAL OPTION GRANTS.

        Except as otherwise provided in this Section 6, no person shall be eligible to receive Options to purchase more than 100,000 shares of Common Stock.

7.

EFFECTIVE DATE; TERM.

        The date on which this 2008 Option Plan is adopted (the "Effective Date") shall be the date of ratification by the shareholders. No Option shall be granted by the Plan Administrator prior to the approval of this 2008 Option Plan by a vote of the shareholders of the Company. For purposes of granting Options, the 2008 Option Plan shall terminate at midnight on April 30, 2009, unless terminated before then by the Plan Administrator and for other purposes the 2008 Option Plan shall remain in effect as long as any Options are outstanding. In any event, the 2008 Option Plan shall finally terminate no later than May 7, 2018.

8.

NO OBLIGATIONS TO EXERCISE OPTION.

        The grant of an Option shall impose no obligation upon the Optionee to exercise such Option.

9.

NO RIGHT TO OPTIONS OR TO EMPLOYMENT.

        Whether or not any Options are to be granted under this 2008 Option Plan shall be exclusively within the discretion of the Plan Administrator, and nothing contained in this 2008 Option Plan shall be construed as giving any person any right to participate under this 2008 Option Plan. The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company, any Related Company or any affiliate, express or implied, that the Company, any Related Company or any affiliate will employ or contract with an Optionee for any length of time, nor shall it interfere in any way with the Company's or, where applicable, a Related Company's or affiliate's right to terminate Optionee's employment at any time, which right is hereby reserved.

10.

APPLICATION OF FUNDS.

        The proceeds received by the Company from the sale of Common Stock issued upon the exercise of Options shall be used to purchase and retire Common Stock pursuant to Rule 10b-18 to the extent such transactions have been authorized by the Board and in other cases for general corporate purposes, unless otherwise directed by the Board.

11.

INDEMNIFICATION OF PLAN ADMINISTRATOR.

        In addition to all other rights of indemnification they may have as members of the Board, members of the Plan Administrator shall be indemnified by the Company for all reasonable expenses

and liabilities of any type or nature, including attorneys' fees, incurred in connection with any action, suit or proceeding to which they or any of them are a party by reason of, or in connection with, this 2008 Option Plan or any Option granted under this 2008 Option Plan, and against all amounts paid by them in settlement thereof ( provided that such settlement is approved by independent legal counsel selected by the Company), except to the extent that such expenses relate to matters for which it is adjudged that such Plan Administrator member is liable for willful misconduct; provided, that within fifteen (15) days after the institution of any such action, suit or proceeding, the Plan Administrator member involved therein shall, in writing, notify the Company of such action, suit or proceeding, so that the Company may have the opportunity to make appropriate arrangements to prosecute or defend the same.

12.

AMENDMENT OF 2008 OPTION PLAN.

        The Plan Administrator may, at any time, modify, amend or terminate this 2008 Option Plan or modify or amend Options granted under this 2008 Option Plan, including, without limitation, such modifications or amendments as are necessary to maintain compliance with applicable statutes, rules or regulations; provided however , no amendment with respect to an outstanding Option which has the effect of reducing the benefits afforded to the Holder thereof shall be made over the objection of such Holder, provided further , that the Plan Administrator is prohibited from any downward modification of the Option Price established under Section 5(c) not specifically authorized in the 2008 Option Plan. The Plan Administrator may condition the effectiveness of any such amendment on the receipt of shareholder approval at such time and in such manner as the Plan Administrator may consider necessary for the Company to comply with or to avail the Company and/or the Optionees of the benefits of any securities, tax, market listing or other administrative or regulatory requirement.

        The Effective Date of this 2008 Option Plan was established by vote of the shareholders of the Company held on May 7, 2008.

APPENDIX B

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
2008 DIRECTORS' RESTRICTED STOCK PLAN

1.     Purpose and History

        The purpose of the Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining Directors capable of assuring the future success of the Company by supplementing their cash compensation, if any, and (ii) providing a means for such Directors to increase their holdings of common stock of the Company. The Plan provides for annual awards of Restricted Stock to non-employee Directors.

        Prior to the adoption of the Plan by the Board and its approval by the Company's shareholders, Directors were awarded annual equity awards in the form of non-qualified stock options under the Expeditors International of Washington, Inc. Amended 1993 Director's Non-Qualified Stock Option Plan ("1993 Directors' Option Plan"). The Plan is intended to replace the 1993 Directors' Option Plan. If the Plan is approved by Company's shareholders, the Plan will be effective as of June 1, 2008. Once the Plan is effective, no new awards will be made under the 1993 Directors' Option Plan and such plan will be maintained solely for the purpose of administering outstanding awards under such plan.

2.     Definitions

        As used in the Plan, the following terms shall have the meanings set forth below:

(a)

" Affiliate " shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.



(b)

" Award " shall mean any award of Restricted Stock granted under the Plan.



(c)

" Award Agreement " shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.



(d)

" Board " shall mean the Board of Directors of the Company.



(e)

"Change in Control" shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act as amended (other than the Company, a subsidiary thereof or a Company employee benefit plan, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation.



(f)

" Code " shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.



(g)

" Committee " shall mean a committee of Directors designated by the Board to administer the Plan.

(h)

" Company " shall mean Expeditors International of Washington, Inc., a Washington corporation, and any successor corporation.



(i)

" Director " shall mean a member of the Board.



(j)

" Eligible Person " shall mean any Director who has not been otherwise employed by the Company or any Affiliate during the six (6) months prior to and including the date of any Award granted under the Plan.



(k)

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.



(l)

" Fair Market Value " shall be the closing price at which Shares were traded on a national securities exchange or the last sale price quoted on the National Association of Securities Dealers Automated Quotation System or any successor or substantially similar market thereto on the date of grant.



(m)

" Participant " shall mean an Eligible Person designated to be granted an Award under the Plan.



(n)

" Person " shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.



(o)

" Plan " shall mean the Expeditors International of Washington, Inc. 2008 Directors' Restricted Stock Plan, as amended from time to time, the provisions of which are set forth herein.



(p)

" Restricted Stock " shall mean any Share granted under Section 6(a) of the Plan.



(q)

" Securities Act " shall mean the Securities Act of 1933, as amended.



(r)

" Share " or " Shares " shall mean a share or shares of common stock, $0.01 par value per share, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

3.     Administration

(a)

Power and Authority of the Committee .

        The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (ii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Eligible Person and any holder or beneficiary of any Award.

(b)

Power and Authority of the Board .

        Notwithstanding anything to the contrary contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan.

4.     Shares Available for Awards

(a)

Shares Available .

        Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under the Plan shall be 200,000. Shares to be issued under the Plan may be either authorized but unissued Shares or Shares re-acquired and held in treasury.

(b)

Accounting for Awards .

        For purposes of this Section 4, the number of Shares covered by an Award shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. In addition, if any Shares covered by an Award are forfeited, or if an Award otherwise terminates without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan.

(c)

Adjustments .

        In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other event identified by the Committee as affecting the Shares such that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and type of Shares subject to outstanding Awards; provided , however , that the number of Shares covered by any Award shall always be a whole number. Any additional shares of common stock of the Company, and any other securities of the Company, that are distributed as a result of adjustments under this Section 4(c) with respect to Shares that have not yet vested in accordance with Section 6(a) shall be subject to the same restrictions, terms and conditions as the Shares to which they relate.

5.     Eligibility

        Any Eligible Person shall be eligible to be designated a Participant.

6.     Awards

(a)

Restricted Stock .

        On June 1, 2008, and annually thereafter on each anniversary date, the Committee shall grant the number of Shares of Restricted Stock with a Fair Market Value equal to $200,000 to each Eligible Person, provided that no fractional shares shall be issued with respect to any annual award and for purposes of this limitation, the number of Shares will be rounded down. If at any time there are not sufficient Shares available for issuance under the Plan to permit an award in accordance with the prior sentence, then the number of remaining Shares available for issuance under the Plan will be divided by the number of Eligible Persons. Each Eligible Person will be awarded the number of Shares equal to the quotient so calculated, provided that no fractional shares will be issued, and for purposes of this limitation, the number of Shares will be rounded down. Awards will be subject to the following terms

and conditions, and such additional terms and conditions not inconsistent with the provisions of the Plan, as the Committee shall determine:

        (i)     Vesting Schedule .    Each grant of Shares of Restricted Stock shall vest in equal amounts on the last day of each of the first twelve (12) months ending after the date of the grant, with one-twelfth (1/12th) of the Shares of Restricted Stock vesting on each such day. For greater clarity, the final one-twelfth of the Shares will be vested on May 31 ^st  of the year following the year the Award was granted. Notwithstanding the foregoing, in the event of a Change in Control, all Awards outstanding at the date thereof shall accelerate and become fully vested as of the date of the Change in Control.

        (ii)    Forfeiture .    Except as otherwise determined by the Committee, upon a Participant's termination as a Director of the Company prior to the time Shares vest in accordance with Sections 6(a)(i) hereof, all applicable Shares of Restricted Stock at such time subject to such restriction shall be forfeited and reacquired by the Company; provided , however , that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock.

        (iii)   Stock Certificates .    With respect to any Award, the Company shall cause the Shares to be issued in the name of Participant, either by book-entry registration or issuance of a stock certificate or certificates evidencing the Shares, which certificate or certificates shall be held by the Secretary of the Company or the stock transfer agent or brokerage service selected by the Secretary of the Company to provide such services for the Plan until all Shares subject to an annual Award have become vested pursuant to Sections 6(a)(i) hereof (the "Final Vesting Date"). The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is used, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. Participant hereby agrees to the retention by the Company of the Shares and, if a stock certificate is used, agrees to execute and deliver to the Company a blank stock power with respect to the Shares as a condition to the receipt of this award of Shares. Promptly after the Final Vesting Date, the Company shall cause to be issued a certificate or certificates, registered in the name of Participant or in the name of Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing such Shares and shall cause such certificate or certificates to be delivered to Participant or Participant's legal representatives, beneficiaries or heirs, as the case may be, free of the legend or the stop-transfer order referenced above. Notwithstanding the foregoing, if a Director separates from service as a Director prior to the Final Vesting Date, the Company shall cause to be issued a certificate or certificates, registered in the name of Participant or in the name of Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing such Shares that have vested as of the date of such separation from service, and shall cause such certificate or certificates to be delivered to Participant or Participant's legal representatives, beneficiaries or heirs, as the case may be, free of the legend or the stop-transfer order referenced above.

(b)

General .

        (i)     Limits on Transfer of Awards .    Until such time as Shares have been delivered pursuant to Section 6(a)(iii) above, no Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution and the Company shall not be required to recognize any attempted assignment of such rights

by any Participant and no Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or other encumbrance thereof shall be void and unenforceable against the Company or any Affiliate; provided , however that, if so determined by the Committee, Awards may be transferable as determined by the Committee.

        (ii)    Term of Awards .    The term of each Award shall be twelve (12) months.

        (iii)   Restrictions; Securities Exchange Listing .    Notwithstanding anything to the contrary herein, all Shares delivered under the Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, and applicable federal or state securities laws and regulatory requirements, and the Committee may direct appropriate stop transfer orders and cause other legends to be placed on the certificates for such Shares to reflect such restrictions. If the Shares are traded on a securities exchange, the Company shall not be required to deliver any Shares covered by an Award unless and until such Shares have been admitted for trading on such securities exchange.

7.     Amendment and Termination; Adjustments

(a)

Amendments to the Plan .

        The Board may amend or terminate the Plan at any time; provided , however , that

        (i)    no amendment or termination shall, without the written consent of a Director, adversely affect the Director's rights under outstanding Awards of Restricted Stock;

        (ii)   shareholder approval shall be required of any amendment that would increase the Shares available under the Plan as set forth in Section 4(a) hereof, change the formula for Awards as provided in Section 6(a) hereof, or permit is issuance of Awards other than as permitted under Section 6(a) hereof; and

        (iii)  shareholder approval shall be required of any amendment for which shareholder approval is required under applicable law or the rules of any national securities exchange or automated quotation system on which are listed or quoted any of the company's equity securities.

(b)

Correction of Defects, Omissions and Inconsistencies .

        The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

8.     General Provisions

(a)

Plan Provisions Control .

        In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

(b)

No Rights of Stockholders Until Shares Vest; Dividends .

        Neither a Participant nor the Participant's legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares unless and until such

Shares are vested in accordance with Section 6(a) hereof. From and after the date Shares become vested in accordance with Section 6(a), a Participant or a Participant's legal representative shall have the right to vote such Shares. As a condition to receiving the Shares under the Plan, Participant hereby agrees to forfeit the receipt of dividends paid on the Shares. This forfeiture provision shall terminate and be of no further force and effect with respect to such Shares as of the Final Vesting Date. For purposes of clarity, cash dividends or other cash distributions to be paid with respect to the Shares, if such payment date is prior to the Final Vesting Date, shall be forfeited to the Company; and any cash dividends or other cash distributions payable with respect to the Shares, if such payment date is on or after the Final Vesting Date, shall be distributed to Participant at the same time cash dividends or other cash distributions are distributed to stockholders of the Company generally.

(c)

No Limit on Other Compensation Arrangements .

        Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)

No Right to Continued Service .

        The grant of an Award shall not be construed as giving a Director the right to continue as a Director, nor will it affect in any way the right to terminate the term of a Director, free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any Person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any Director ceasing to be a Director of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such Director might otherwise have enjoyed but for termination of the term of such Director, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(e)

Governing Law .

        The validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Washington.

(f)

Severability .

        If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(g)

No Trust or Fund Created .

        Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and an Eligible Person or any other Person.

(h)

Other Benefits .

        The value of Shares awarded to any Participant under the Plan shall not be included for the purpose of computing such Participant's compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by such other plan.

(i)

Headings .

        Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j)

Conditions Precedent to Issuance of Shares .

        Shares shall not be issued pursuant to an Award unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, the requirements of any applicable Stock Exchange and the Washington Business Corporation Act, as amended.

(k)

Section 409A .

        It is intended that the Plan and any Award thereunder will be exempt from or compliant with Section 409A of the Code. Notwithstanding any other provision of the Plan or any Award Agreements thereunder, (i) no Award shall be granted, credited, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant, and (ii) the Committee may from time to time amend, in whole or in part, any or all of the provisions of the Plan or an Award Agreement to the extent necessary, in the sole discretion of the Committee, to cause the Plan or Award Agreement to meet the requirements of Section 409A of the Code.

9.     Effective Date of the Plan

        The Plan shall be effective on June 1, 2008 if approved by the Company's shareholders at the annual meeting on May 7, 2008 (the "Effective Date"). No award will be made under the Plan prior to the Effective Date. If the Plan is not approved by the Company's shareholders, the Plan will not be effective.

10.   Term of the Plan

        (a)   The Plan will terminate upon the earliest of:

        (i)    June 1, 2013;

        (ii)   at such time as there are no longer any Shares available for issuance under the Plan; or

        (iii)  the date of discontinuation or termination of the Plan pursuant to Section 7(a) of the Plan.

        (b)   No Award shall be granted under the Plan after June 1, 2013 or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan and Awards under the Plan, shall extend beyond the termination of the Plan.

APPENDIX C

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
2008 EXECUTIVE INCENTIVE COMPENSATION PLAN

1.

PURPOSE AND HISTORY

        The purpose of this Plan is to recognize and reward on an annual basis selected Company executives for their contributions to the overall success of the Company and qualify compensation paid under the Plan as "performance-based compensation" as that term is defined in Section 162(m) of the Code.

        Subject to approval by the Company's shareholder's, the Plan will commence as of July 1, 2008 (the "Effective Date"). No award will be made under the Plan prior to the Effective Date. If the Plan is not approved by the Company's shareholders, the Plan will not be effective. The Plan is intended to replace the Expeditors International of Washington, Inc. 1997 Executive Incentive Compensation Plan ("1997 Executive Incentive Plan"). As of the Effective Date of the Plan, no new awards will be made under the 1997 Executive Incentive Plan and the 1997 Executive Incentive Plan thereafter will be maintained solely for the purpose of administering outstanding awards under such plan that had not been paid out as of the Effective Date.

2.

DEFINITIONS

        As used in the Plan, the following terms shall have the meanings set forth below:

        " Affiliate " shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.

        " Award " shall mean the agreement of the Company to pay compensation to a Participant upon the attainment of specified performance goals.

        " Award Agreement " shall mean any written agreement, contract or other instrument or document, if any, evidencing any Award.

        " Board " shall mean the Board of Directors of the Company.

        " Code " shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

        " Committee " shall mean a committee designated by the Board to administer the Plan. The Committee shall be composed of two (2) or more members of the Board that are Outside Directors. The committee shall be the compensation committee unless the Board by separate action designates another committee, including a separate committee especially created for this purpose.

        " Company " shall mean Expeditors International of Washington, Inc., a Washington corporation, and any successor corporation.

        " Covered Employee " shall mean an Employee who is a "covered employee" within the meaning of Section 162(m) of the Code.

        " Employee " shall mean any full-time, non-union employee of the Company. Members of the Board who are not otherwise employed by the Company shall not be considered employees under this Plan.

        " For Cause " shall mean conviction of or entry of a plea of nolo contendere to a felony or theft, or misappropriation of any assets of the Company or any of its subsidiaries, or of the Company's or a

subsidiary's customers or clients, or the willful or gross neglect of reasonable duties prescribed from time to time by the Company or the Board.

        " Outside Director " shall have the meaning assigned under Section 162(m) of the Code.

        " Participant " shall mean an Employee designated by the Committee to participate in the Plan for a Performance Period pursuant to Section 4.

        " Performance Period " shall mean the Company's quarterly reporting period for financial statement purposes.

        " Person " shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

        " Plan " shall mean the Expeditors International of Washington, Inc. 2008 Executive Incentive Compensation Plan, as amended from time to time, the provisions of which are set forth herein.

3.

ADMINISTRATION

        The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have all the authority that is necessary or helpful to enable it to discharge its responsibilities under the Plan. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to: (i) interpret the Plan; (ii) determine eligibility for participation in the Plan; (iii) decide all questions concerning eligibility for and the amount of Awards payable under the Plan; (iv) administer the performance goals and certify whether, and to what extent, they are attained; (v) construe any ambiguous provisions of the Plan; (vi) correct any default; (vii) supply any omission; (viii) reconcile any inconsistency; (ix) issue administrative guidelines as an aide to the administration of the Plan; (x) make regulations for carrying out the Plan; and (xi) decide any and all questions arising in the administration, interpretation, and application of the Plan. The Plan will be interpreted and administered in accordance with the requirements for the award of "qualified performance-based compensation" within the meaning of Section 162(m). All determinations and decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all Persons, including the Company, its shareholders, Employees, Participants, and their estates and beneficiaries.

4.

ELIGIBILITY

        In any fiscal year, only those Covered Employees and such additional executives and other key officers who are selected by the Committee to receive an Award will be eligible for such year. The Committee will designate the Participants who are eligible to receive an Award for the Performance Period within the time period allowed in the regulations under Section 162(m) of the Code.

5.

EXECUTIVE BONUS POOL

         Establishment of Bonus Pool .    There is hereby established an Executive Bonus Pool in an amount equal to ten percent (10%) of consolidated pre-tax operating income for the Performance Period (as reflected on the Company's financial statements in accordance with generally accepted accounting principals), computed before any accrual for such bonus. The amount of the Executive Bonus Pool may be decreased, suspended or terminated (but not increased) at any time by the Committee.

         Maximum Bonus Award .    The percentage share in the Executive Bonus Pool to be reserved as an Award to any Covered Employee, and to such additional Participants as the Committee shall determine, will be established by Award Agreements executed within the time period allowed in the regulations under Section 162(m) of the Code. The maximum bonus award for each Participant shall be

expressed as a percentage of the Executive Bonus Pool specified in Section 5(a) above, and the maximum percentage for any individual Participant shall not exceed 15% of the Executive Bonus Pool. In no event will the sum of such percentage shares in the Executive Bonus Pool that are allocated for Awards exceed 100% of the Executive Bonus Pool.

         Committee Discretion to Reduce Individual Awards .    The Committee shall have the discretion to reduce (but never to increase) the amount payable to a Participant pursuant to an Award for a Performance Period based on such criteria as it deems appropriate in its sole discretion, provided that in no event will such decrease result in an increase in either (i) the dollar amount payable to another Participant with respect to such Performance Period or (ii) the percentage of the Executive Bonus Pool payable to another Participant with respect to such Performance Period. In no event will such exercise of discretion by the Committee to reduce Awards with respect to one or more Participants result in the total percentage shares in the Executive Bonus Pool that are allocated for Awards for such Performance Period exceeding 100% of the Executive Bonus Pool.

         Allocations by Chief Executive Officer .    Any portion of the Executive Bonus Pool not allocated by action of the Committee may be allocated at any time during the fiscal year to key officers determined to be eligible in the discretion of the Chief Executive Officer of the Company. The compensation of any Covered Employee shall not be increased in any way, and the percentage share of the Executive Bonus Pool allocated to any Covered Employee shall not be increased in any way, as a result of this exercise of discretion by the Chief Executive Officer. No allocation made by the Chief Executive Officer shall be valid to the extent that such allocation would cause the selected individual to become a Covered Employee.

6.

FORM AND PAYMENT OF AWARDS

         General .    All Awards will be evidenced by an Award Agreement. Awards shall be paid in cash upon written certification by the Committee prior to payment that the performance goals and any other material terms were in fact satisfied. Such certification and payment will occur as soon as administratively feasible and not later than seventy-four (74) days following the end of the performance period. Except as otherwise provided in Section 6(b) hereof, a Participant must be employed on the last day of the Performance Period in order to be eligible to receive payment with respect to an Award for such Performance Period. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of this Plan. The Committee may, in its sole discretion, subject any Award to such additional terms, conditions, restrictions, or limitations (including but not limited to restrictions on transferability, vesting, termination of employment for Cause or otherwise, or change of control) that the Committee deems to be appropriate, provided that such terms are not inconsistent with the terms of the Plan or Section 162(m) of the Code.

         Death, Disability and Change in Control .    If, during a Performance Period, a Participant dies or terminates employment due to disability or a change in control of the Company, at the discretion of the Committee, such Participant will be eligible to receive a pro rata portion of the payment with respect to such Participant's Award for the Performance Period in which the death or termination of employment occurs. Any such payment shall be paid in cash upon written certification by the Committee prior to payment that the performance goals and any other material terms were in fact satisfied.

7.

RIGHTS OF EMPLOYEES

        No Employee shall have the right to be selected to receive an Award under the Plan. The fact that an Employee was selected to receive an Award in one or more Performance Period(s) shall not give such Employee any right to receive an Award in any subsequent Performance Period.

8.

AMENDMENT, MODIFICATION AND TERMINATION

        The Committee may suspend or terminate the Plan at any time with or without prior notice. In addition, the Committee may from time to time and with or without prior notice, amend or modify the Plan in any manner, provided that the Committee may not, without shareholder approval, adopt any amendment that would (i) require the vote of shareholders of the Company pursuant to Section 162(m) of the Code, or (ii) otherwise cause the Plan to fail to satisfy the requirements of Section 162(m) of the Code.

9.

SUCCESSORS

        All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, share exchange, or otherwise, of all or substantially all of the business and/or assets of the Company.

10.

GENERAL PROVISIONS

         Plan Provisions Control .    In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

         No Limit on Other Compensation Arrangements .    Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

         No Right to Employment .    The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without Cause. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. The Awards granted hereunder shall not form any part of the wages or salary of any Employee for purposes of severance pay or termination indemnities, irrespective of the reason for termination of employment. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

         Governing Law .    The validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Washington.

         Severability .    If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

         No Trust or Fund Created .    Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and an Employee or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

         Other Benefits .    No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant's compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by such other plan.

         Headings .    Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

         Section 409A .    It is intended that the Plan and any Award thereunder will be exempt from or compliant with Section 409A of the Code. Notwithstanding any other provision of the Plan or any Award Agreements thereunder, (i) no Award shall be granted, credited, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant, and (ii) the Committee may from time to time amend, in whole or in part, any or all of the provisions of the Plan or an Award Agreement to the extent necessary, in the sole discretion of the Committee, to cause the Plan or Award Agreement to meet the requirements of Section 409A of the Code.