EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the Agreement), made and entered into on the 17th day of May, 2004, to be effective as of the 1st day of June, 2004, by and between OLD DOMINION FREIGHT LINE, INC. (the Company), a corporation organized and existing under the laws of the State of Virginia and having its principal office at Thomasville, North Carolina, and John R. Congdon (the Executive), an individual residing at Richmond, Virginia.

R E C I T A L S:

The Company is engaged in the business of transporting general commodities such as consumer goods and textiles in less-than-truckload shipments. The Executive is experienced in, and knowledgeable concerning, all aspects of the business of the Company. The Executive has heretofore been employed by the Company as a Senior Vice-President and has served as Vice-Chairman of the Board. The Company desires to continue to employ the Executive as a Senior Vice-President of the Company, and the Executive desires to continue to be employed by the Company in that capacity. Furthermore, the Company desires to provide for the Executive certain severance benefits. The Company and the Executive desire to reduce to writing the terms of their understanding and to provide for the Executives continued employment by the Company pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations herein and the compensation the Company agrees herein to pay the Executive, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive agree as follows:

ARTICLE 1. DEFINITIONS. Wherever used in this Agreement, including the Recitals and this ARTICLE 1, the following terms shall have the meanings set forth below (unless otherwise indicated by the context):

1.1. Annual Compensation means the Executives Base Salary, bonuses, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for services performed for the Company to the extent the amounts are includible in the Executives gross income.

1.2. Base Amount means the Executives average Annual Compensation for his taxable years within the Base Period. The Base Amount shall at all times be determined in accordance with Section 280G of the Code and the Regulations issued thereunder.

1.3. Base Period means the period consisting of the most recent five (5) taxable years of the Executive ending before the date of the Change of Control of the Company.

1.4. Base Salary means the annual base salary payable to the Executive as the same may be adjusted as provided in Section 5.1. The initial Base Salary shall be $299,780.

1.5. Board means the Board of Directors of the Company.

1.6. Business means any business engaged in, any service provided by, or any product produced by the Company, including, but not limited to, the business of transporting general commodities such as consumer goods and textiles in less-than-truckload shipments.

1.7. Cause Exception means the right of the Company, as described in Section 4.3, to discharge the Executive at any time For Cause.

1.8. Change of Control means and will be deemed to have occurred on the earliest of the following dates which occurs after June 1, 2004:

(a) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its affiliates, excluding employee benefit plans of the Company, is or becomes (or publicly discloses that such person or group is or has become), directly or indirectly, the beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Companys then outstanding voting securities provided, however, that the event described in this subparagraph (a) shall not be deemed to be a Change of Control by virtue of the beneficial ownership, or the acquisition of beneficial ownership, of voting securities by (i) any employee benefit plan sponsored or maintained by the Company or by a person controlled by the Company; (ii) any underwriter (as such term is defined in Section 2(a)(11) of the Securities Act of 1933) that beneficially owns voting securities temporarily in connection with an offering of such securities; (iii) the Executive; or (iv) any member of the immediate family of the Executive until such time as the Executive provides notice to the Company that the Executive believes the beneficial ownership by such family member creates a substantial threat to corporate policy and effectiveness, which notice shall set forth a reasonable basis for such belief. For the purpose of clause (iii) above, family means any lineal descendent, including adoptive relationships, of Earl E. Congdon or John R. Congdon, any spouse of the foregoing and any trust established by or for the benefit of any of the foregoing; or

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