Edgar Filing: WERNER ENTERPRISES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
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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 [ ]

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

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

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

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2005
________________________

Dear Stockholders:

It is a pleasure to invite you to the 2005 Annual Meeting of
Stockholders of Werner Enterprises, Inc. (the "Company") to be held at the
Embassy Suites, 555 South 10 Street, Omaha, Nebraska, on Tuesday, May 10,
2005, at 10:00 a.m. The Embassy Suites is located just a few blocks south
and east of the downtown Omaha business area. The meeting will be held for
the following purposes:

1. To elect directors to serve until the end of their term and until
their successors are elected and qualified.

2. To amend Article X of the Articles of Incorporation regarding the
number of classes of directors and the number of directors in
each class.

3. To consider a stockholder proposal regarding board inclusiveness,
if presented at the meeting.

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

Stockholders of record at the close of business on March 21, 2005, will
be entitled to vote at the meeting or any adjournment thereof.

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

A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 2004, is enclosed.

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

By Order of the Board of Directors

/s/ James L. Johnson

James L. Johnson
Vice President, Controller
and Corporate Secretary

Omaha, Nebraska
April 1, 2005

WERNER ENTERPRISES, INC.

Post Office Box 45308
Omaha, Nebraska 68145-0308
________________

PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 2005
________________________

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") for the Annual Meeting of
Stockholders of Werner Enterprises, Inc. (the "Company") to be held on
Tuesday, May 10, 2005, at 10:00 a.m. local time, at the Embassy Suites, 555
South 10 Street, Omaha, Nebraska, and at any adjournments thereof. The
meeting will be held for the purposes set forth in the notice of such meeting
on the cover page hereof. The Proxy Statement, Form of Proxy, and Annual
Report to Stockholders on Form 10-K are being mailed by the Company on or
about April 1, 2005.

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

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

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

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

OUTSTANDING STOCK AND VOTING RIGHTS

On March 21, 2005, the Company had 79,420,150 shares of its $.01 par
value Common Stock outstanding. At the meeting, each stockholder will be
entitled to one vote, in person or by proxy, for each share of stock owned of
record at the close of business on March 21, 2005. The stock transfer books
of the Company will not be closed.

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

A properly executed proxy marked "ABSTAIN" with respect to any such
matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have
the effect of a negative vote. If an executed proxy is returned by a broker
holding shares in street name which indicates that the broker does not have
discretionary authority as to certain shares to vote on one or more matters,
such shares will be considered present at the meeting for purposes of
determining a quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to such matter.

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

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

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

DIRECTOR NOMINATION PROCESS

The Board considers candidates for Board membership suggested by its
members, as well as management and stockholders. In accordance with the
"Policy Regarding Director Recommendations by Stockholders", it will consider
candidates recommended by one or more stockholders that have individually or
as a group owned beneficially at least two percent of the Company's issued
and outstanding stock for at least one year. Stockholder recommendations
must be submitted in writing with the required proof of compliance with stock
ownership requirements, background information, and qualifications of the
candidate to the Corporate Secretary not less than 120 days prior to the
first anniversary of the date of the proxy statement relating to the
Company's previous annual meeting (by December 2, 2005 for the 2006 Annual
Meeting of Stockholders) in order for the candidate to be evaluated and
considered as a prospective nominee.

Generally, candidates for director positions should possess:

* Relevant business and financial expertise and experience, including
an understanding of fundamental financial statements;
* The highest character and integrity and a reputation for working
constructively with others;
* Sufficient time to devote to meetings and consultation on Board
matters; and
* Freedom from conflicts of interest that would interfere with
performance as a director.

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

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

ELECTION OF DIRECTORS AND
INFORMATION REGARDING DIRECTORS

The Articles of Incorporation of the Company currently provide that
there shall be up to three separate classes of directors, each consisting of
not less than three directors, and as nearly equal in number as possible. On
March 3, 2005, the Board of Directors authorized a resolution recommending
that the stockholders consider and approve an amendment to Article X of the
Company's Articles of Incorporation to provide that the Board of Directors be
divided into two or three classes of not less than two, nor more than five,
directors, and to be as nearly equal in number as possible. See "PROPOSAL
CONCERNING AMENDMENT TO ARTICLES OF INCORPORATION" on page 14. The Bylaws of
the Company have been amended to provide for eight directors, divided into
three classes, conditioned on the approval of the amendment to the Articles
of Incorporation by the stockholders. The term of office of the directors in
the second class expires at the 2005 Annual Meeting of Stockholders.
Directors hold office for a term of three years. The term of office of the
directors in the third and first classes will expire at the 2006 and 2007
Annual Meetings of Stockholders, respectively. Gary L. Werner, Gregory L.
Werner, and Michael L. Steinbach, class II directors whose terms will expire
at the 2005 Annual Meeting, have been nominated for election at the meeting
for terms expiring at the 2008 Annual Meeting and until their successors are
duly elected and qualified.

Information concerning the names, ages, terms, positions with the
Company, and/or business experience of each nominee named above and of the
other persons whose terms as directors will continue after the 2005 Annual
Meeting is set forth on the following pages. The Board has determined that
Messrs. Timmerman, Doll, Steinbach, Bird, and Jung are independent directors
as defined in the National Association of Securities Dealers ("NASD") Rule
4200.

Term
Name Position with Company or Principal Occupation Ends
---- --------------------------------------------- ----

Clarence L. Werner Chairman of the Board and Chief Executive Officer 2006
Gary L. Werner Vice Chairman 2005
Gregory L. Werner President and Chief Operating Officer 2005
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc. (1) 2007
Jeffrey G. Doll Director and shareholder of Doll Distributing, Inc. (1) 2006
Michael L. Steinbach Owner of Steinbach Farms and Equipment Sales and
Steinbach Truck and Trailer (1) 2005
Kenneth M. Bird Superintendent - Westside Community Schools (1) 2007
Patrick J. Jung Executive Vice President of Meridian, Inc. (1) 2006

__________
(1) Serves on audit committee, option committee, executive compensation
committee, and nominating committee.

Clarence L. Werner, 67, operated Werner Enterprises as a sole
proprietorship from 1956 until its incorporation in September 1982. He has
been a director of the Company since its incorporation and served as
President until 1984. Since 1984, he has been Chairman of the Board and
Chief Executive Officer of the Company.

Gary L. Werner, 47, has been a director of the Company since its
incorporation. Mr. Werner was General Manager of the Company and its
predecessor from 1980 to 1982. He served as Vice President from 1982 until
1984, when he was named President and Chief Operating Officer of the Company.
Mr. Werner was named Vice Chairman in 1991. From 1993 to April 1997, Mr.
Werner also reassumed the duties of President.

Gregory L. Werner, 45, was elected a director of the Company in 1994.
He was a Vice President of the Company from 1984 to March 1996 and was
Treasurer from 1982 until 1986. He was promoted to Executive Vice President
in March 1996 and became President in April 1997. Mr. Werner has directed
revenue equipment maintenance for the Company and its predecessor since 1981.
He assumed responsibility for the Company's Management Information Systems in
1993, and also assumed the duties of Chief Operating Officer in 1999.

Gerald H. Timmerman, 65, was elected a director of the Company in 1988.
Mr. Timmerman has been President since 1970 of Timmerman & Sons Feeding Co.,
Inc., Springfield, Nebraska, which is a cattle feeding and ranching
partnership with operations in three midwestern states.

Jeffrey G. Doll, 50, was elected a director of the Company in 1997 and
appointed Lead Outside Director in August 2002. He is a director and
shareholder of Doll Distributing, Inc., a beer wholesaler located in Council
Bluffs, Iowa. Mr. Doll was the Vice President of Doll Distributing, Inc.
from 2001 through April 2004, and the President of the Wine Division of
Western Iowa Wine and Spirits from 1985 until its sale in 2001.

Michael L. Steinbach, 50, was elected a director of the Company in 2002.
He has been the sole owner of Steinbach Farms and Equipment Sales, which buys
and sells farm land and equipment and is located in Valley, Nebraska, since
1980. Mr. Steinbach has also been the sole owner of Steinbach Truck and
Trailer, a semi-tractor and trailer dealership located in Valley, Nebraska,
since 1997. Mr. Steinbach also farms or custom farms approximately six
thousand acres of farmland.

Kenneth M. Bird, 57, was appointed by the Board of Directors in 2002 to
fill a vacant director position. He has been Superintendent of the Westside
Community Schools in Omaha, Nebraska since 1992 and has held various
administrative positions in the Westside School District since 1981. Dr.
Bird was the Nebraska Superintendent of the Year in 1998 and has been
recognized for his technology leadership and vision. Dr. Bird is very active
in professional organizations on the local, state, and national levels, and
also serves on a number of community and civic boards.

Patrick J. Jung, 57, was elected a director of the Company in 2003. He
has been an Executive Vice President with Meridian, Inc., an advertising
agency, since 2001. Prior to his position with Meridian, Inc., Mr. Jung was
a practicing certified public accountant with KPMG LLP for thirty years. Mr.
Jung was the audit engagement partner on the Company's annual audit for the
year ended December 31, 1999 prior to his retirement from KPMG LLP in 2000.
Mr. Jung also currently serves on the Board of Directors of America First
Companies.

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

In the event that any nominee becomes unavailable for election for any
reason, the shares represented by the accompanying form of proxy will be
voted for any substitute nominees designated by the Board, unless the proxy
withholds authority to vote for all nominees. The Board of Directors knows
of no reason why any of the persons nominated to be directors might be unable
to serve if elected, and each nominee has expressed an intention to serve if
elected. There are no arrangements or understandings between any of the
nominees and any other person pursuant to which any of the nominees was
selected as a nominee.

Assuming the presence of a quorum, directors shall be elected by a
plurality of the votes cast by the stockholders of the outstanding shares of
the Common Stock of the Company present in person or represented by proxy at
the 2005 Annual Meeting of Stockholders and entitled to vote thereon.

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

Board of Directors and Committees

The Board of Directors conducts its business through meetings of the
Board, actions taken by written consent in lieu of meetings, and by the
actions of its Committees. The Company has established audit, option,
executive compensation, and nominating committees.

The Audit Committee discusses the annual audit and resulting letter of
comments to management, consults with the auditors and management regarding
the adequacy of internal controls, reviews the Company's financial statements
with management and the outside auditors prior to their issuance, discusses
with management the process used to support the Chief Executive Officer and
Chief Financial Officer certifications that accompany the Company's periodic
filings, appoints the independent auditors for the next year, reviews and
approves all audit and non-audit services pursuant to Section 10A of the
Securities Exchange Act of 1934, manages the Company's internal audit
department, and reviews and maintains procedures for the anonymous submission
of complaints concerning accounting and auditing irregularities. The Audit
Committee periodically meets in executive session with the independent
auditors and with the head of the internal audit department, in each case
without the presence of management. All current Audit Committee members are
"independent" as defined in the applicable listing standards of the NASD.
The Board of Directors has determined that each Audit Committee member has
sufficient knowledge in financial and auditing matters to serve on the
Committee and has designated Mr. Jung as an audit committee financial expert
as defined by the Securities and Exchange Commission ("SEC"). The Audit
Committee charter, which has been approved by the Board of Directors, is
posted on the Company's website, www.werner.com.

The Option Committee administers the Company's Stock Option Plan. It
has the authority to determine the recipients of options and stock
appreciation rights, the number of shares subject to such options and the
corresponding stock appreciation rights, the date on which these options and
stock appreciation rights are to be granted and are exercisable, whether or
not such options and stock appreciation rights may be exercisable in
installments, and any other terms of the options and stock appreciation
rights consistent with the terms of the plan.

The Executive Compensation Committee reviews and approves the
compensation of all executive officers and makes recommendations to the Board
of Directors with respect to the compensation of executives. All current
Executive Compensation Committee members are "non-employee directors" as
defined by Rule 16b-3 under the Securities Exchange Act of 1934 and are
"outside directors" as defined in Section 162(m) of the Internal Revenue Code
of 1986, as amended. The Compensation Committee charter is posted on the
Company's website, www.werner.com.

The Nominating Committee, which was formed in 2004, assists the Board in
identifying, evaluating, and recruiting qualified candidates for election to
the Board and recommends for the Board's approval the director nominees for
any election of directors. All current Nominating Committee members are
"independent" as defined in the applicable listing standards of the NASD.
The Nominating Committee charter is posted on the Company's website,
www.werner.com.

The Board of Directors held six (6) meetings (including three (3)
executive sessions of the independent directors without the presence of
management) and acted one (1) time by unanimous written consent during the

year ended December 31, 2004. There were five (5) meetings of the audit
committee (including five (5) executive sessions with the independent
auditors and five (5) executive sessions with the manager of internal audit,
all without the presence of management), two (2) meetings of the executive
compensation committee, one (1) meeting of the option committee, and no
meetings of the nominating committee during that period. All directors
participated in 75% or more of the aggregate of the total number of Board of
Directors meetings and the total number of meetings held by committees on
which they served. Although the Company does not have a formal policy
regarding director attendance at annual meetings, all directors attended the
Company's annual meeting of stockholders in May 2004.

Directors who are not full-time employees of the Company receive a fee
of $2,000 for each meeting of the Board of Directors and for each committee
meeting if not held on a day on which a meeting of the Board of Directors is
held. Directors are also reimbursed for travel expenses incurred to attend
meetings of the Board of Directors and committee meetings.

Executive Officers

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

Name Age Capacities In Which They Serve
---- --- ------------------------------

Clarence L. Werner 67 Chairman of the Board and Chief Executive Officer
Gary L. Werner 47 Vice Chairman
Gregory L. Werner 45 President and Chief Operating Officer
Daniel H. Cushman 50 Senior Executive Vice President, Chief Marketing and
Operational Officer
Robert E. Synowicki, Jr. 46 Executive Vice President and Chief Information Officer
Richard S. Reiser 58 Executive Vice President and General Counsel
Derek J. Leathers 35 Executive Vice President - Van Division and
International
H. Marty Nordlund 43 Senior Vice President - Specialized Services
John J. Steele 47 Senior Vice President, Treasurer and Chief Financial
Officer
Jim S. Schelble 44 Senior Vice President - Sales
Duane D. Henn 67 Vice President - Safety
Larry P. Williams 59 Vice President - Value Added Services
Dwayne O. Haug 56 Vice President - Maintenance
R. Lee Easton 46 Vice President - Management Information Systems
Guy M. Welton 40 Vice President - Operations
James L. Johnson 41 Vice President, Controller and Corporate Secretary
John W. Frey 51 Vice President - Safety Operations and Compliance
Steven L. Phillips 40 Vice President - Customer Service
Jeffrey S. Paulsen 39 Vice President - Field Sales
Charles R. Stevens 42 Vice President - Marketing Administration and Risk
Management

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

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

Robert E. Synowicki, Jr. joined the Company in 1987 as a tax and finance
manager. He was appointed Treasurer in 1989, became Vice President,
Treasurer and Chief Financial Officer in 1991, Executive Vice President and

Chief Financial Officer in March 1996, Executive Vice President and Chief
Operating Officer in November 1996, and Executive Vice President and Chief
Information Officer in 1999. Mr. Synowicki is a certified public accountant
and was employed by the firm of Arthur Andersen & Co., independent public
accountants, from 1983 until his employment with the Company in 1987. Mr.
Synowicki also serves on the Board of Directors of Blue Cross and Blue Shield
of Nebraska.

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

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

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

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

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

Duane D. Henn joined the Company in 1985 as a Driver Recruiter. He was
named National Director of Driver Recruiting in 1986. In 1988 he was
promoted to Director of Safety, and in 1994 was named Vice President -
Safety. Prior to joining the Company, Mr. Henn spent 20 years in State and
County Law Enforcement and six years in the Court System.

Larry P. Williams joined the Company in 1988 as an Account Executive.
In 1991, he was promoted to Director of Regional Fleets. He was named Vice
President - Logistics in 1994 and Vice President - Value Added Services in
2001. Prior to joining the Company, Mr. Williams held various management
positions with United Parcel Service and Federated Department Stores.

Dwayne O. Haug joined the Company in 1990 as Director of Maintenance.
He was promoted to Vice President - GraGar, Inc. (a wholly owned subsidiary
of the Company) in 1994, and Vice President - Maintenance in 1997. Mr. Haug
was President of Silvey Refrigerated Carriers, Inc. in Council Bluffs, Iowa
from 1988 until his employment with the Company. He held various management
positions with Ellsworth Freight Lines, Inc. in Eagle Grove, Iowa from 1972
to 1987.

R. Lee Easton joined the Company in 1990 as a Programmer/Analyst. He
was promoted to Management Information Systems (MIS) Project Manager in 1991,
Manager of Systems Design and Development in 1993, Director of MIS in 1996,
Senior Director of MIS in 1997, and was named Vice President - MIS in 1998.
Prior to joining the Company, Mr. Easton was a programmer with Procter
Hospital in Peoria, Illinois, and a consultant with Cap Gemini America.

Guy M. Welton joined the Company in 1987 as one of the Company's first
management trainees. He held multiple positions within Operations and
Marketing before being appointed to Manager of Quality in 1992. He was then
promoted to Director of Quality in 1994, Director of Operations in 1995,
Senior Director of Operations in 1997, and Vice President - Operations in
1999.

James L. Johnson joined the Company in 1991 as Manager of Financial
Reporting. He was promoted to Assistant Controller in 1992, Director of
Accounting in 1994, Corporate Secretary and Controller in 1996, and was named
Vice President, Controller and Corporate Secretary in 2000. Mr. Johnson is a
certified public accountant and was employed by the firm of Arthur Andersen &
Co., independent public accountants, from 1985 until his employment with the
Company in 1991.

John W. Frey joined the Company in 1995 as a Driver Recruiter. He was
promoted to Recruiting Analyst in 1997, Recruiting Manager in 1998, Assistant
Director of Driver Development in 1998, Director of Student Driver
Development in 2001, and was named Vice President - Safety Operations and
Compliance in 2003. Prior to joining the Company, Mr. Frey had over 23 years
of service in the U.S. Marine Corps.

Steven L. Phillips joined the Company in 1988 as a transportation
management trainee. He held both Regional and National Account customer
service positions before being promoted to an Account Executive in 1994. He
was then promoted to Region Manager in 1997, Director of the South Region in
1998, and Senior Director in 2000. In 2002, Mr. Phillips was promoted to
Associate Vice President of Customer Service and was named Vice President -
Customer Service in August 2004.

Jeffrey S. Paulsen joined the Company in 1990 as a management trainee in
the Marketing department. He was promoted to Southeast Regional Manager in
1991, Account Executive in 1995, Director of Sales for the Western and
Southwestern U.S. in 1999, Senior Director of Sales in 2001, Associate Vice
President - Field Sales (U.S., Canada, and Mexico) in 2002, and was named
Vice President - Field Sales in August 2004.

Charles R. Stevens joined the Company in 1995 as Director of Pricing.
He was promoted to Senior Director of Pricing in 1998, Associate Vice
President of Marketing Administration in 2002, and was named Vice President -
Marketing Administration and Risk Management in August 2004. Mr. Stevens is
a certified public accountant and was employed by the firm of Arthur Andersen
& Co., independent public accountants, from 1985 to 1990 and was employed by
the firm of Seim, Johnson, Sestak & Quist, independent public accountants,
from 1990 to 1994. Mr. Stevens was Executive Director of the Creighton
University Department of Medicine for one year prior to joining the Company.

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5
were required for those persons, the Company believes that, during the year
ended December 31, 2004, all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with
in a timely manner.

SECURITY OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS

The authorized Common Stock of the Company consists of 200,000,000
shares, $.01 par value.

The table below sets forth certain information as of March 21, 2005,
with respect to the beneficial ownership of the Company's Common Stock by
each director and each nominee for director of the Company, by each executive
officer of the Company named in the Summary Compensation Table herein, by
each person known to the Company to be the beneficial owner of more than 5%
of the outstanding Common Stock, and by all executive officers, directors,
and director nominees as a group. On March 21, 2005, the Company had
79,420,150 shares of Common Stock outstanding. Unless otherwise noted, the
business address of each beneficial owner set forth below is 14507 Frontier
Road, Omaha, Nebraska 68138.

Beneficial Ownership
-------------------------------------
Shares Right to
Name of Beneficial Owner Owned Acquire (1) Percent (2)
------------------------ ---------- ----------- -----------

Clarence L. Werner 22,417,097 650,000 28.0%
Gary L. Werner (3) 1,787,583 269,167 2.2%
Gregory L. Werner 3,277,327 475,834 4.1%
Daniel H. Cushman 161 91,982 *
Derek J. Leathers 1,072 32,917 *
Gerald H. Timmerman 13,666 - *
Jeffrey G. Doll - - *
Michael L. Steinbach - - *
Kenneth M. Bird - - *
Patrick J. Jung 2,000 - *
Barclays Global Investors, NA (4) 4,316,109 - 5.4%
All executive officers, directors
and director nominees as a group
(25 persons) 27,520,990 1,900,229 33.8%

___________
* Indicates less than 1%.

(1) Number of shares underlying stock options which are exercisable as of
March 21, 2005, or which become exercisable 60 days thereafter.
(2) The percentages are based upon 79,420,150 shares, which equal the
outstanding shares of the Company as of March 21, 2005. For beneficial
owners who hold options exercisable within 60 days of March 21, 2005,
the number of shares of Common Stock on which the percentage is based
also includes the number of shares underlying such options.
(3) The shares shown for Gary L. Werner do not include (i) 250,000 shares
held by the Gary L. Werner Irrevocable Inter Vivos QTIP Trust II, the
sole trustee of which is Union Bank and Trust Company who has sole
investment and voting power over the shares held by the trust, and
(ii) 500,000 shares held by the Becky K. Werner Revocable Trust, the
sole trustee of which is Becky K. Werner (Mr. Werner's wife) who has
sole investment and voting power over the shares held by the trust.
Mr. Werner disclaims actual and beneficial ownership of the shares held
by the Gary L. Werner Irrevocable Inter Vivos QTIP Trust II and the
shares held by the Becky K. Werner Revocable Trust.
(4) Based on Schedule 13G as of December 31, 2004, as filed with the
Securities and Exchange Commission by Barclays Global Investors, NA, 45
Fremont Street, San Francisco, California 94105. Barclays Global
Investors, NA, claims sole voting power with respect to 3,865,962
shares, sole dispositive power with respect to 4,316,109 shares, and no
shared voting or dispositive power with respect to any of these shares.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The table below summarizes the compensation paid by the Company and its
subsidiaries to the Company's Chief Executive Officer and to the Company's
four most highly compensated executive officers other than the Chief
Executive Officer who were serving as executive officers at December 31, 2004
for services rendered in all capacities to the Company and its subsidiaries
during the three fiscal years ended December 31, 2004.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
----------------------------------- ------------
Other
Annual Securities All Other
Compensation Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) ($)(1) Options(#) ($)(2)
--------------------------- ---- --------- -------- ------------ ---------- ------------

Clarence L. Werner 2004 675,000 300,000 40,000 100,000 -
Chairman and 2003 636,668 300,000 46,000 - -
Chief Executive Officer 2002 575,004 300,000 101,985 - -

Gary L. Werner 2004 330,000 190,000 - 100,000 -
Vice Chairman 2003 318,808 160,000 - - -
2002 301,250 110,000 - - -

Gregory L. Werner 2004 421,500 250,000 - 100,000 -
President and 2003 408,462 200,000 - - -
Chief Operating Officer 2002 344,712 150,000 - - -

Daniel H. Cushman 2004 310,270 200,000 - 100,000 1,499
Senior Executive Vice 2003 290,677 150,000 - - 1,100
President, Chief 2002 267,909 100,000 - - 2,550
Marketing and Operational
Officer

Derek J. Leathers 2004 244,253 140,000 - 35,000 1,499
Executive Vice President - 2003 230,086 95,000 - - 1,305
Van Division and 2002 227,211 65,000 - - 1,433
International

___________
(1) Other annual compensation for Mr. Clarence L. Werner during 2004, 2003,
and 2002 consists of $40,000 for the value of professional services
received and $0, $6,000 and $42,349, respectively, for personal use of a
Company vehicle and Company aircraft. Other annual compensation for 2002
also includes amounts reimbursed for payment of income taxes of $19,636.
(2) All other compensation for 2004 for Mr. Cushman reflects the Company's
contribution to the individual 401(k) retirement savings plan of $1,195
and the Company's contribution to the employee stock purchase plan of
$304 and for Mr. Leathers reflects the Company's contribution to the
individual 401(k) retirement savings plan of $1,195 and the Company's
contribution to the employee stock purchase plan of $304.

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
-----------------------------------------------
Number of Potential Realizable Value
Securities % of Total At Assumed Annual Rates of
Underlying Options Stock Price Appreciation
Options Granted to Exercise For Option Term(2)
Granted Employees in Price Expiration --------------------------
Name (1)(#) Fiscal Year ($/Share) Date 5%($) 10%($)
---- ---------- ------------ --------- ---------- ------------ ------------

Clarence L. Werner 100,000 12.7% $18.3300 5/20/14 1,152,764 2,921,330
Gary L. Werner 100,000 12.7% $18.3300 5/20/14 1,152,764 2,921,330
Gregory L. Werner 100,000 12.7% $18.3300 5/20/14 1,152,764 2,921,330
Daniel H. Cushman 100,000 12.7% $18.3300 5/20/14 1,152,764 2,921,330
Derek J. Leathers 35,000 4.5% $18.3300 5/20/14 403,467 1,022,465

___________
(1) Options become exercisable in installments of 25%, 20%, 20%, 20% and 15%
after the expiration of 24, 36, 48, 60 and 72 months, respectively, from
the date of grant.
(2) The potential realizable values assume 5% and 10% annual rates of stock
price appreciation from the grant date based on the options being
outstanding for ten years (expiration of option term). The actual
realizable value of the options in this table depends upon the actual
performance of the Company's stock during the actual period the options
are outstanding.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Shares Options At Options At
Acquired December 31, 2004 December 31, 2004(1)
On Value -------------------------- --------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
---- -------- --------- ----------- ------------- ----------- -------------

Clarence L. Werner 125,000 1,625,698 700,000 775,000 9,748,996 9,653,454
Gary L. Werner 40,000 555,796 319,167 357,501 4,513,075 3,965,482
Gregory L. Werner 50,000 519,713 545,834 442,503 7,633,182 5,130,923
Daniel H. Cushman - - 91,982 166,253 1,300,219 1,349,006
Derek J. Leathers 35,834 524,684 32,917 77,501 463,553 750,893

___________
(1) Based on the $22.64 closing price per share of the Company's Common
Stock on December 31, 2004.

BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

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

The Executive Compensation Committee of the Board of Directors has
furnished the following report on executive compensation:

The Executive Compensation Committee annually reviews and approves the
compensation for the Chairman and Chief Executive Officer ("CEO") of the
Company. In turn, the Chairman and CEO reviews and recommends the
compensation for the Vice Chairman and the President and Chief Operating

Officer. Compensation for other executive officers is reviewed and
recommended by the Chairman and CEO, Vice Chairman, and the President and
Chief Operating Officer. The Executive Compensation Committee reviews and
approves the total compensation for the executive officers of the Company,
including the Chairman and CEO.

As with all employees, compensation for the Company's executive
officers, including Clarence L. Werner, Chairman and CEO, is based on
individual performance and the Company's financial performance. The
Company's financial performance is the result of the coordinated efforts of
all employees, including executive officers, through teamwork focused on
meeting the expectations of customers and stockholders. The Company strives
to compensate its executive officers, including the Chairman and CEO, based
upon the following key factors: (1) salary levels of executives employed by
competitors in the trucking industry and other regional and national
companies, (2) experience and pay history with the Company, (3) retention of
key executives of the Company, and (4) relationship of individual and Company
financial performance to compensation increases.

Base salaries and the annual bonus are determined based on the above
factors. The annual bonus allows executive officers to earn additional
compensation depending on individual and Company financial performance.
Company financial performance is evaluated by reviewing such factors as the
Company's operating ratio, earnings per share, revenue growth, and size and
performance relative to competitors in the trucking industry. Individual
performance is evaluated by reviewing the individual's contribution to these
financial performance goals as well as a review of quantitative and
qualitative factors. Stock options are used as a long-term compensation
incentive and are intended to retain and motivate executives and management
personnel for the purpose of improving the Company's financial performance,
which should, in turn, improve the Company's stock performance. Stock
options are granted periodically to executives and management based on the
individuals' performance and potential contribution. Stock options are
granted with exercise prices equal to the prevailing market price of the
Company's stock on the date of the grant. Therefore, options only have value
if the market price of the Company's stock increases after the grant date.

The Committee compared the total compensation package for Mr. Clarence
L. Werner and the other top four Werner executives to the total compensation
packages of many of the Company's publicly-traded competitors in the
truckload industry, as disclosed in each company's most recently available
proxy statement. Comparisons were made on the basis of total compensation
per tractor operated, total compensation as a percentage of net income, and
similar factors. Both the total compensation of the Company's CEO and the
average total compensation of the Company's other executives disclosed in the
summary compensation table were in the middle of the range of compensation
paid by many of the Company's publicly-traded competitors in the truckload
industry, based on total compensation per tractor operated and as a
percentage of net income.

The Executive Compensation Committee has determined it is unlikely that
the Company would pay any significant amounts in the year ended December 2005
that would result in a loss of Federal income tax deduction under Section
162(m) of the Internal Revenue Code of 1986, as amended, and accordingly, has
not recommended that any special actions be taken or that any plans or
programs be revised at this time.

Gerald H. Timmerman
Jeffrey G. Doll
Michael L. Steinbach
Kenneth M. Bird
Patrick J. Jung

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive Compensation Committee of the Board of Directors is
comprised of Messrs. Timmerman, Doll, Steinbach, Bird, and Jung.

Mr. Clarence L. Werner served as Chairman of the Executive Compensation
Committee until April 30, 2004, the effective date of his resignation from
the Executive Compensation Committee, and is also the Chairman and Chief

Executive Officer of the Company. Disclosure of transactions between Mr.
Clarence L. Werner and the Company required by Item 404 of Regulation S-K can
be found under the caption "Certain Transactions".

REPORT OF THE AUDIT COMMITTEE

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

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

In conjunction with the preparation of the Company's 2004 audited
financial statements, the Audit Committee met with both management and the
Company's outside auditors to review and discuss the financial statements
included in the Company's Annual Report on Form 10-K prior to their issuance
and to discuss significant accounting issues. Management advised the
Audit Committee that the financial statements were prepared in accordance
with accounting principles generally accepted in the United States of
America, and the Audit Committee discussed the statements with both
management and the outside auditors. The Audit Committee's review included
discussion with the outside auditors of matters required to be discussed
pursuant to Statement on Auditing Standards No. 61 (Communication With Audit
Committees).

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

Based on the foregoing review and discussions, the Audit Committee
has recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, for filing with the Securities and
Exchange Commission.

Patrick J. Jung, Committee Chairman
Jeffrey G. Doll
Gerald H. Timmerman
Michael L. Steinbach
Kenneth M. Bird

PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

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

[PERFORMANCE GRAPH APPEARS HERE]

12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04
-------- -------- -------- -------- -------- --------

Werner Enterprises, Inc. (WERN) $100 $121.8 $175.1 $207.7 $236.1 $276.0
Standard & Poor's 500 $100 $ 91.2 $ 80.4 $ 62.6 $ 80.6 $ 89.5
Nasdaq Trucking Group (SIC Code 42) $100 $110.3 $152.2 $173.4 $224.3 $314.4

Assuming the investment of $100 on December 31, 1999, and reinvestment
of all dividends, the graph above compares the cumulative total stockholder
return on the Company's Common Stock for the last five fiscal years with the
cumulative total return of the Standard & Poor's 500 Market Index and an
index of other companies that are in the trucking industry (Nasdaq Trucking
Group - Standard Industrial Classification ("SIC") Code 42) over the same
period. The Company's stock price was $22.64 as of December 31, 2004. This
was used for purposes of calculating the total return on the Company's Common
Stock for the year ended December 31, 2004.

PROPOSAL CONCERNING AMENDMENT TO ARTICLES OF INCORPORATION

On March 3, 2005, the Board of Directors authorized a resolution
recommending that the stockholders consider and approve an amendment (the
"Proposed Amendment") to Article X of the Company's Articles of Incorporation
(the "Articles") to provide that the Board of Directors be divided into two
or three classes of not less than two, nor more than five, directors, and to
be as nearly equal in number as possible. The Articles currently provide

that there shall be up to three separate classes of directors, each
consisting of not less than three directors, and as nearly equal in number as
possible. To be adopted, the Proposed Amendment requires the affirmative
vote of the stockholders representing a majority of the outstanding shares of
the Common Stock of the Company present in person or represented by proxy at
the 2005 Annual Meeting of Stockholders. The Board of Directors believes
that it is in the best interests of the Company and its stockholders to amend
the Articles to give effect to the Proposed Amendment.

Article X of the Articles, as amended by the Proposed Amendment, would
read as set forth below (new language is underlined):

"The Board of Directors of the Corporation may be divided into two
--------
or three classes, each class to consist of not less than two, nor more
----------------- -------------
than five, directors, and to be as nearly equal in number as possible.
---------
The number of classes of directors and the terms of office for directors
in each such class shall be set forth in the Bylaws of the Corporation.

Any vacancy in the office of a director shall be filled by the
vote of the remaining directors, even if less than a quorum, or by the
sole remaining director. The director class of any directors chosen
to fill vacancies shall be designated by the Board and such directors
shall hold office until the next election of directors of the class of
which they are a member and until their successors shall be elected and
qualified.

Any newly created directorship resulting from any increase in the
number of directors may be filled by the Board of Directors, acting by a
majority of the directors then in office, even if less than a quorum, or
by a sole remaining director. The director class of any directors chosen
to fill newly created directorships shall be designated by the Board and
such directors shall hold office until the next election of directors of
the class of which they are a member and until their successors shall be
elected and qualified."

The Board of Directors believes that it is in the best interests of the
Company and its stockholders to adopt the Proposed Amendment and is
recommending that the amendment be approved by stockholders. On April 30,
2004, Mr. Curtis G. Werner, one of the three Class I directors standing for
election at the 2004 Annual Meeting of Stockholders, resigned as an officer
and director of the Company and did not stand for re-election. The Board of
Directors has operated with a director vacancy since Mr. Werner's resignation
until the next annual meeting when the Proposed Amendment could be presented
for stockholder approval. On April 30, 2004, the Board of Directors adopted
an amendment to the Company's Bylaws (the "Bylaws") to reduce the number of
directors on the Board of Directors from nine to eight. This Bylaw amendment
would become effective upon stockholder approval of the Proposed Amendment
to the Articles. The Board of Directors believes the Proposed Amendment will
achieve consistency between the provisions of these documents.

If the Proposed Amendment to the Articles is approved by stockholders,
the Board of Directors currently intends to maintain its current composition
of three classes with eight directors, as follows:

Class I: 2 directors, terms expiring 2007
Class II: 3 directors, terms expiring 2005/2008
Class III: 3 directors, terms expiring 2006

If the Proposed Amendment to the Articles is not approved by
stockholders, the Board will consider the options available to it under its
Articles and Bylaws.

While the Board of Directors has authority to set the number of classes
and directors in such class under the Company's Bylaws, the Nebraska Business
Corporation Act restricts any increase or decrease in the number of directors
to no more than 30% of the number of directors last approved by the
corporation's stockholders. As a result, the number of directors could not
be increased or decreased from the current number of directors by more than
two directors without further stockholder approval.

The reduction in the number of directors in any class from three to two
directors increases the number of votes needed under cumulative voting to
elect a director in that class from 33-1/3% to 50%. An increase in the
number of directors in any class would decrease the necessary percentage
under cumulative voting to elect a director. For example, an increase from
three to four directors would decrease the required percentage from 33-1/3%
to 25%. The Board of Directors currently has no intent to change the number
of directors from the current number of eight, if the Proposed Amendment to
the Articles is approved.

Assuming the presence of a quorum, if the Proposed Amendment to the
Articles is approved by the stockholders representing a majority of the
outstanding shares of the Common Stock of the Company present in person or
represented by proxy at the 2005 Annual Meeting of Stockholders, it will
become effective upon the filing of a Certificate of Amendment to the
Articles with the Secretary of State of the State of Nebraska, which is
expected to be accomplished as promptly as practicable after such approval is
obtained.

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

STOCKHOLDER PROPOSAL REGARDING BOARD DIVERSITY

The Company has been informed that a stockholder intends to introduce
the following resolution at the Annual Meeting. Upon receiving an oral or
written request, the Company will furnish the name and address of the
stockholder submitting the proposal. The Company takes no responsibility for
the content of this proposal.

BOARD DIVERSITY RESOLUTION

WHEREAS

Werner Enterprises currently has a distinguished board of nine persons,
all of whom are white males; and

We believe that our Board should take every reasonable step to ensure
that women and persons from minority racial groups are in the pool from which
Board nominees are chosen; therefore be it

RESOLVED that the shareholders request the Board:

1. In connection with its search for suitable Board candidates, to
ensure that women and persons from minority racial groups are among
those it considers for nomination to the Board.

2. To publicly commit itself to a policy of board inclusiveness,
including steps to be taken and a timeline for implementing that
policy.

3. To report to shareholders, at reasonable expense (and omitting
proprietary information) by September 2005:

a. On its efforts to encourage diversified representation on the
board; and

b. Whether, in the nominating committee's charter or its
procedures, diversity is included as a criterion in selecting
the total membership of the Board.

SUPPORTING STATEMENT

Recent corporate scandals resulted in the enactment of the Sarbanes-
Oxley Act and both the stock exchanges and the SEC have taken actions to
enhance the independence, accountability and responsiveness of corporate
boards, including requiring greater board and committee independence.

We believe that in order to enhance such independence it is necessary
for corporations to aggressively seek diversity by gender, age and race among
their board candidates. As companies seek new board members to meet the new
independence standards, there is a unique opportunity to enhance diversity on
the board. Several corporations (including JPMorgan Chase, Coca-Cola, Johnson
& Johnson, Pfizer, Procter & Gamble, and TimeWarner) have included their
commitment to board diversity (by gender and race) in the charters for their
nominating committees (both NYSE and NASDAQ now require committee charters).
We believe that the judgment and perspectives offered from deliberations of a
diverse board of directors improve the quality of their decision making and
will enhance business performance by enabling a company to respond more
effectively to the needs of customers worldwide.

We note that only a relatively small number of S&P 500 companies have
all-white-male boards. We believe that many publicly-held corporations have
benefited from the perspectives brought by many well-qualified board members
who are women or minority group members. For that reason, some institutional
investors are pressuring companies to diversify their boards. For example,
the 2003 corporate governance guidelines of America's largest institutional
investor (TIAA -CREF) calls for diversity of directors by experience, sex,
age and race.

Similarly, in 2002 the $20 billion Connecticut Retirement and Trust
Funds launched a board diversity initiative. "My first priority as treasurer
is the bottom line," said Connecticut State Treasurer Denise Nappier.
"Greater diversity leads to better corporate governance, which is good for
Connecticut's investments. I regard diversity as key to the functioning of an
effective board. In a complex global market you need to pick from the largest
pool of talent available to you," said Ms. Nappier.

We urge the Board to enlarge its search for qualified members by casting
a wider net.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
PROPOSAL FOR THE FOLLOWING REASONS:

Similar resolutions were submitted by this proponent the last two years
and were defeated by the stockholders at both the 2003 and 2004 Annual
Meetings. At the 2004 Annual Meeting 63,251,693 votes were cast against the
proposal's adoption, representing more than 91% of the total votes cast for
and against the proposal.

The Board of Directors does not believe this proposal would serve
stockholder interests. The Company offers equal employment opportunity to
all persons without regard to race, color, religion, sex, national origin,
age, disability or veteran status in accordance with applicable laws. The
Company's Board also recognizes that qualified Board members with diverse
backgrounds and perspectives can enhance Company performance. However, the
Board believes the primary criteria in selecting an individual for Board
membership should be that individual's qualifications, experience, skills,
talents and the individual's ability to contribute to the success of the
Company (and thereby contribute to the enhancement of stockholder value),
without regard to the individual's gender, race, color or other status.

The stockholder proposal would require the Board of Directors to take
every reasonable step to ensure that women and persons from minority racial
groups are in the pool from which Board nominees are chosen. There are
numerous factors that contribute to a candidate being a suitable Director,
and the Board believes that the Company and its stockholders are best served
by a focus on the overall qualifications of candidates rather than narrow
goals regarding gender, race, color or any other category. Furthermore, the
Board wishes to avoid any implication that it has not previously considered
the most qualified individuals without regard to the individual's gender,
race, color or other status. Moreover, since the Company's 2004 Annual
Meeting, the Board adopted a Nominating Committee Charter and approved the
Nominating Committee Directorship Guidelines and Selection Policy, both of
which are available to stockholders and the public on the Company's website.
The Board views the nominating process and criteria set forth in the Charter
and Guidelines as the best means of ensuring that individuals with
appropriate qualifications serve as directors.

If the Board adopted the resolution contained in the proposal, the Board
believes that its ability to select the most qualified candidates for Board
membership could be limited. In addition, the Board does not agree that the
burden, expense and time involved in preparing the requested report on
diversity efforts would be beneficial to the Company's stockholders. As
such, the Board believes the proposal is not in the best interests of the
Company and its stockholders and recommends that you vote AGAINST the
proposal.

Assuming the presence of a quorum, the affirmative vote of a majority of
the votes cast on this matter by the stockholders of the outstanding shares
present in person or represented by proxy at the 2005 Annual Meeting of
Stockholders and entitled to vote thereon is required to approve this
stockholder proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST
THE PROPOSAL UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

CERTAIN TRANSACTIONS

The Company leases certain land from the Clarence L. Werner Revocable
Trust (the "Trust"), a related party. Clarence L. Werner, Chairman of the
Board and Chief Executive Officer, is the sole trustee of the Trust. The
land and related improvements consist of lodging facilities and a sporting
clay range and are used by the Company for business meetings and customer
promotion.

During 2001, the Company and the Trust entered into a new 10-year lease
with the term of the lease beginning June 1, 2002. The new lease provides
for termination of the original lease which began in 1994. The new lease
provides the Company with the option to extend the lease for two additional
5-year periods following the initial term. The Company will make annual rent
payments of one dollar ($1) to the Trust for use of the property. The
Company is responsible for all real estate taxes and maintenance costs
related to the property. At any time during the term of the lease or any
extensions thereof, the Company has the option to purchase the land from the
Trust at its current market value, excluding the value of all leasehold
improvements made by the Company. The Company also has right of first
refusal to purchase the land or any part thereof if the Trust has an offer
from an unrelated third party to purchase the land. The Trust has the option
at any time during the lease to demand that the Company exercise its option
to purchase the land at its current market value. If the Company elects not
to purchase the land as demanded by the Trust, then the Company's option to
purchase the land at any time during the lease is forfeited; however, the
Company will still have right of first refusal related to a purchase offer
from an unrelated third party. If the Company terminates the lease prior to
the expiration of its 10 year term and elects not to purchase the land 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 (10 years). The Company has made leasehold
improvements to the land of approximately $6.1 million since inception of the
original lease in 1994.

On April 17, 2000, the Company entered into an agreement with WRG
Development, L.L.C. to sell 2.746 acres of land near the Company's Dallas,
TX, terminal to WRG Development, L.L.C. or its nominee (WRG Dallas, L.L.C.)
for $361,330. The closing date for the 2.746 acres was January 10, 2001.
The agreement also included an option, and notice of the exercise of that
option has been given by WRG Dallas, L.L.C., for WRG Dallas, L.L.C. to
purchase approximately .783 additional acres for an approximate price of
$90,000. The Clarence L. Werner Revocable Trust (the "Trust"), a related
party, owned a one-third interest in WRG Development, L.L.C. and WRG Dallas,
L.L.C. Clarence L. Werner, Chairman of the Board and Chief Executive
Officer, is the sole trustee of the Trust. In a separate agreement with WRG
Dallas, L.L.C. on September 27, 2000, the Company committed to rent a
guaranteed number of rooms in the lodging facility constructed and operated
on the land purchased from the Company. In April 2002, the Company and WRG
Dallas, L.L.C. signed an addendum to this agreement. The terms of the
addendum provide that the Company will pay for an average of 40 rooms per day
per week at fixed rates depending on room size and amenities. The contract
provides for an annual 10% increase in the number of rooms guaranteed by the

Company and a 3% annual increase in the fixed room rates. The original room
rental agreement became effective September 16, 2001 and has a six-year term,
the duration of which was not modified by the April 2002 addendum. WRG
Dallas, L.L.C. billed the Company $840,421 for rooms rented during the year
ended December 31, 2004. All amounts paid by the Company in 2004 were for
rooms used by the Company's employees, primarily its drivers. The Company
believes that these transactions are on terms no less favorable to the
Company than those that could be obtained from unrelated third parties, on an
arm's length basis.

On February 28, 2005, the Trust assigned its one-third ownership
interests in WRG Dallas, L.L.C. and WRG Development, L.L.C. to the Company
for a payment of ten dollars ($10). The Company assumed one-third ownership
in this 71-room motel that has an appraised value of $2.6 million and
outstanding notes payable of $2.2 million. This motel had positive net
income in 2004, after all expenses, including depreciation and interest
expense. The Company has agreed to hold Clarence L. Werner and the Clarence
L. Werner Revocable Trust harmless with respect to any guarantee of debt
executed prior to the date of assignment.

The Company in the following capacities employs members of Chairman and
Chief Executive Officer Clarence L. Werner's family. Clarence L. Werner's
brother, Vern Werner, is employed as Manager of Owner-Operator Conversions,
Clarence L. Werner's brother, Jim Werner, is employed as Fleet Manager, and
Clarence L. Werner's son-in-law, Scott Robertson, is employed as Director -
Aviation. The Company compensated in excess of $60,000 in total compensation
to each of these three individuals. The aggregate total compensation paid to
these three individuals in 2004 was $318,246.

During 2004, the Company paid $6,354,107 to Pegasus Enterprises, LLC
which is owned by Clarence L. Werner's brother, Vern Werner, and sister-in-
law and paid $452,981 to D-W Trucking, in which Vern Werner has a 50%
ownership interest. Pegasus Enterprises, LLC and D-W Trucking lease tractors
and drivers to the Company as owner-operators. At December 31, 2004, the
Company had notes receivable from Pegasus Enterprises, LLC of $656,000
related to the sale of 35 used trucks. The payments to Pegasus Enterprises,
LLC and D-W Trucking are based on the same per-mile settlement scale as the
Company's other similar owner-operator contractors. The terms of the note
agreements with and the tractor sales prices to Pegasus Enterprises, LLC are
no less favorable to the Company than those that could be obtained from
unrelated third parties, on an arm's length basis.

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of KPMG LLP is the independent registered public accounting
firm of the Company. The following table presents fees for professional
audit services rendered by KPMG LLP for the audit of the Company's annual
financial statements for the years ended December 31, 2004 and 2003, and fees
for other services rendered by KPMG LLP during those periods.

2004 2003
-------- --------

Audit Fees $422,040 $ 87,271
Audit-Related Fees 11,111 123,168
Tax Fees 0 0
All Other Fees 0 8,500
-------- --------
Total $433,151 $218,939
======== ========

Audit fees relate to services rendered for the audit of the Company's
annual financial statements and review of financial statements included in
the Company's Form 10-Q. In 2004, audit fees also include fees for services
rendered for the audits of (i) management's assessment of the effectiveness
of internal control over financial reporting and (ii) the effectiveness of
internal control over financial reporting. Audit-related fees include fees
for SEC registration statement services, benefit plan audits, actuarial
services related to the valuation of insurance and claims accruals, and
assessment and procedures documentation of risk management controls in

connection with the implementation of Section 404 of the Sarbanes-Oxley Act
of 2002. Tax fees are defined as fees for tax compliance, tax advice and tax
planning. All other fees include fees for a compliance review of the
Company's 401(k) retirement savings plan.

The Audit Committee has reviewed the services provided related to the
other fees billed by KPMG LLP and believes that these services are compatible
with maintaining KPMG LLP's independence with regard to the audit of the
Company's financial statements. It is anticipated that the Audit Committee,
at its next scheduled meeting, will approve KPMG LLP as the independent
registered public accounting firm for the Company for the year ending
December 31, 2005. Representatives of KPMG LLP will be present at the Annual
Meeting of Stockholders, will have an opportunity to make a statement if they
so desire, and will be available to respond to appropriate questions from
stockholders.

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

The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent public accountants. Prior to engagement
of the independent public accountants for the next year's audit, management
will submit to the Audit Committee for approval a list of all audit and non-
audit services expected to be rendered during that year and the budgeted fees
for those services. The Audit Committee pre-approves these services by
category of service (audit, audit-related, tax and other) prior to
commencement of the engagement. If circumstances arise where it becomes
necessary to engage the independent public accountants for additional
services not contemplated in the original pre-approval, the Audit Committee
will approve those additional services prior to commencement of the
engagement. The Audit Committee may delegate pre-approval authority to the
Chair of the Audit Committee, provided that the Chair reports any such pre-
approval decisions to the Audit Committee at its next scheduled meeting. The
independent public accountants and management periodically report to the full
Audit Committee regarding the extent of services provided by the independent
public accountants in accordance with this pre-approval, and the fees for the
services performed to date. 1% of the fees paid to the independent public
accountants during fiscal 2004 and 2003 under the categories Audit-Related,
Tax and All Other fees described above were approved by the Audit Committee
after services were rendered pursuant to the de minimus exception established
by the SEC.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2006 Annual
Meeting of Stockholders must be received by the Secretary of the Company on
or before December 2, 2005, to be eligible for inclusion in the Company's
2006 proxy materials. The inclusion of any such proposal in such proxy
material shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended. Nominations for
directors to be elected at the 2006 Annual Meeting of Stockholders may be
submitted by stockholders by delivery of such nominations in writing to the
Secretary of the Company by December 2, 2005. For a description of the
process for submitting such nominations, see "Director Nomination Process" on
page 2 of this Proxy Statement.

Stockholder proposals submitted for presentation at the 2005 Annual
Meeting but not included in our proxy materials must be received by the
Secretary of the Company at its headquarters in Omaha, Nebraska no later than
April 20, 2005. Such proposals must set forth (i) a brief description of the
business desired to be brought before the Annual Meeting and the reason for
conducting such business at the Annual Meeting, (ii) the name and address of
the stockholder proposing such business, (iii) the class and number of shares
of the Company's Common Stock beneficially owned by such stockholder and (iv)
any material interest of such stockholder in such business. Only
stockholders of record as of March 21, 2005, are entitled to bring business
before the Annual Meeting.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

The SEC has adopted rules that permit companies and intermediaries such
as brokers to satisfy delivery requirements for proxy statements with respect
to two or more stockholders sharing the same address by delivering a single
proxy statement addressed to those stockholders. This process, which is
commonly referred to as "householding," potentially provides extra
convenience for stockholders and cost savings for companies. The Company and
some brokers household proxy materials, delivering a single proxy statement
to multiple stockholders sharing an address unless contrary instructions have
been received from one or more of the stockholders. The Company undertakes
to deliver promptly upon written or oral request a separate copy of the
annual report or proxy statement, as applicable, to a stockholder at a shared
address to which a single copy of the documents was delivered. A stockholder
who wishes to receive a separate copy of a proxy statement or annual report,
or one who is receiving multiple copies and wishes to receive only one,
should notify the broker if the shares are held in a brokerage account or
notify the Company if the stockholder holds registered shares. Stockholders
can notify the Company by sending a written request to Werner Enterprises,
Inc., Corporate Secretary, P.O. Box 45308, Omaha, NE 68145 or by calling
(402) 895-6640.

OTHER BUSINESS

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

Stockholders are urged to complete, date, sign, and return the proxy
enclosed in the envelope provided. Prompt response will greatly facilitate
arrangements for the meeting, and your cooperation will be appreciated.

By Order of the Board of Directors

/s/ James L. Johnson

James L. Johnson
Vice President, Controller
and Corporate Secretary

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

FORM OF PROXY
_______________________

This Proxy is solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held May 10, 2005. The undersigned
hereby appoints Clarence L. Werner and Gary L. Werner, and each of them, as
proxy, with full power of substitution in each of them and hereby authorizes
them to represent and vote, as designated below, all the shares of Common
Stock of Werner Enterprises, Inc., held of record by the undersigned as of
March 21, 2005, at the Annual Meeting of Stockholders to be held on May 10,
2005, and any adjournments thereof.

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

[ ] To vote for the nominees listed below:

Gary L. Werner
Gregory L. Werner
Michael L. Steinbach
or

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

2. To amend Article X of the Articles of Incorporation regarding the number
of classes of directors and the number of directors in each class.
(Check only one box below.)

[ ] For [ ] Against [ ] Abstain

3. Stockholder Proposal - Board Diversity Resolution.
(Check only one box below.)

[ ] For [ ] Against [ ] Abstain

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

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

_______________________ __________ ______________________________ __________
Signature Date Signature if held jointly Date

Please mark, sign, date, and promptly return this form of proxy using the
enclosed self-addressed, postage-paid return envelope.