CREDIT AGREEMENT



         THIS CREDIT AGREEMENT ("Agreement"), made and entered into this 31st

day of May, 2000, by and between OLD DOMINION FREIGHT LINE, INC., a Virginia

corporation ("Borrower"), and FIRST UNION NATIONAL BANK, a national banking

association ("Bank");



                                   WITNESSETH:



         WHEREAS, Borrower and Bank are parties to that certain Credit Agreement

dated June 14, 1995, as amended by First Amendment thereto dated February 2,

1996, by Second Amendment thereto dated April 29, 1996, by Third Amendment

thereto dated June 15, 1996, by Fourth Amendment thereto dated April 22, 1997,

and by Fifth Amendment thereto dated January 14, 2000 (as amended, the "Existing

Credit Agreement"), pursuant to which Bank agreed to extend certain financial

accommodations to Borrower;



         WHEREAS, Borrower has requested that Bank extend financial

accommodations to Borrower in order to provide funds for the refinancing of the

indebtedness owing by Borrower to Bank under the Existing Credit Agreement, for

working capital and such other corporate purposes as are permitted hereunder;

and



         WHEREAS, Bank has agreed to extend financial accommodations for such

purposes to Borrower in the form of (a) a $50,000,000 revolving line of credit,

and (b) a $12,500,000 standby letter of credit facility to be made in accordance

with, and subject to, the terms and conditions set forth below;



         NOW, THEREFORE, for and in consideration of the premises and other good

and valuable consideration, the receipt and sufficiency of which are hereby

expressly acknowledged, Borrower and Bank hereby agree as follows:



SECTION 1.        DEFINITIONS.



1.1 Defined Terms.  For purposes of this Agreement,  in addition to the terms

defined elsewhere in this Agreement, the following terms shall have the meanings

set forth below:



"Adjusted LIBOR Rate" shall mean the rate per annum equal to the LIBOR Rate plus

the Applicable Margin.

<PAGE>



         "Affiliate" shall mean any Person which, directly or indirectly, owns

or controls, on an aggregate basis, including all beneficial ownership and

ownership or control as a trustee, guardian or other fiduciary, at least five

percent (5%) of the outstanding Stock having ordinary voting power to elect a

majority of the board of directors (irrespective of whether, at the time, Stock

of any other class or classes of such corporation shall have or might have

voting power by reason of the happening of any contingency) of Borrower or any

Subsidiary, or is controlled by or is under common control with Borrower or any

Subsidiary, or any stockholders of Borrower or any Subsidiary. For the purpose

of this definition, "control" means the possession, directly or indirectly, of

the power to direct or cause the direction of management and policies, whether

through the ownership of voting securities, by contract or otherwise.



         "Agreement" or "this Agreement" shall mean this Agreement and all

amendments, modifications and supplements hereto and shall refer to this

Agreement as the same may be in effect at the time such reference becomes

operative.



         "Applicable Margin" shall mean, at any date of determination thereof, a

sum equal to the percentage set forth below corresponding to the Borrower's

Fixed Charge Coverage Ratio. The Applicable Margin shall be seven-tenths of one

percent (.70%) from the date hereof until reset based upon the Borrower's Fixed

Charge Coverage Ratio determined as of the Fiscal Quarter ending June 30, 2000

and as of the end of each successive Fiscal Quarter period thereafter, in

accordance with the following schedule (such change in the Applicable Margin to

take effect one (1) day after the Bank receives the Borrower's financial

statements for the relevant determination period indicating to the Bank's

satisfaction that the Applicable Margin should be reset), according to the

following schedule:



<TABLE>

<CAPTION>





        Fixed Charge Coverage Ratio                Applicable Margin

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

<S>                                                       <C>

Greater than 3.50 to 1.0                                 0.60%



Equal to or greater than 2.50 to 1.0 but                 0.70%

less than or equal to 3.50 to 1.0



Less than 2.50 to 1.0                                    0.85%

</TABLE>



<PAGE>



         "Assessment Rate" shall mean the assessment rate percentage (expressed

as a decimal rounded upwards, if necessary, to the next higher one hundredth of

one percent) paid by Bank to the Federal Deposit Insurance Corporation (or any

successor), excluding any refund, insuring Bank's liability for time deposits as

in effect from time to time.



         "Bank" shall mean First Union National Bank, a national banking

association.



         "Beneficiary" shall mean the beneficiary of a Letter of Credit issued

by Bank pursuant to this Agreement.



         "Borrower" shall mean Old Dominion Freight Line, Inc., a Virginia

 corporation.



         "Business Day" shall mean any day (excluding Saturday, Sunday and legal

holidays) on which commercial banks in Atlanta, Georgia are open.



         "CERCLA" shall mean the Comprehensive  Environmental Response,

Compensation and Liability Act of 1980, 42 U.S.C.ss.9601 et. seq., as amended

from time to time, and all rules and regulations from time to time promulgated

thereunder.



         "Capitalized Lease Obligation" shall mean any Indebtedness represented

by obligations under a lease that is required to be capitalized for financial

reporting purposes in accordance with Generally Accepted Accounting Principles,

and the amount of such Indebtedness shall be the capitalized amount of such

obligations determined in accordance with Generally Accepted Accounting

Principles.



         "Closing" shall mean the consummation of the lending transaction

contemplated hereby to occur at the time and place set forth in Section 5.1

hereof.



         "Closing Date" shall mean the date referred to in Section 5.1 hereof.



         "Consolidated Subsidiary" shall mean any Subsidiary of Borrower which

is consolidated with Borrower under Borrower's finacial statements provided to

the Bank or is required to be consolidated with Borrower under Generally

Accepted Accounting Principles (including, limitation, the Guarantor).



         "Default" shall mean any event or condition which, with the giving of

notice or the passage of time or both, would





<PAGE>



constitute an Event of Default if Borrower took no action to correct the same.



         "Default Rate" shall mean the LIBOR Rate in effect on the first

Business Day the Default Rate is implemented by Bank plus two percent (2%).



         "Disposal" shall mean the intentional or unintentional abandonment,

discharge, deposit, injection, dumping, spilling, leaking, storing, burning,

thermal destruction or replacing of any substance so that it or any of its

constituents may enter the Environment.



         "Dollars" or "$" shall mean dollars of the United States of America.



         "EBIT" shall mean the earnings (or loss) before provision for income

taxes and interest for such fiscal period, as reflected on the financial

statements of Borrower supplied to Bank pursuant to Section 7.3(a) of this

Agreement, but excluding (a) any gain or loss arising from the sale of

non-operating assets, (b) any gain arising from any writeup of assets, (c)

earnings of any Subsidiary of Borrower accrued prior to the date it became a

Subsidiary, (d) earnings of any corporation, substantially all of the assets of

which have been acquired in any manner by Borrower or any of its Subsidiaries,

realized by such corporation prior to the date of such acquisition, (e) the

earnings of any Person to which the assets of Borrower or any of its

Subsidiaries shall have been sold, transferred or disposed of, or into which

Borrower or any of its Subsidiaries shall have been merged, or been a party to

any consolidation or other form of reorganization, prior to the date of such

transaction, (f) any gain arising from the acquisition of any securities of

Borrower or any of its Subsidiaries, and (g) any gain or loss arising from

extraordinary or non-recurring items, all determined in accordance with

Generally Accepted Accounting Principles.



         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,

as amended from time to time, and all rules and regulations from time to time

promulgated thereunder.



         "Environment" shall mean any water, including, without limitation,

surface water and gravel water or water vapor, any land including land surface

or subsurface, stream sediments, air, fish, wildlife, plants and all other

natural resources or environmental media.

<PAGE>



         "Environmental Laws" shall mean all federal, state and local

environmental, land use, zoning, health, chemical use, safety and sanitation

laws, statutes, ordinances, regulations, codes and rules relating to the

protection of the Environment and/or governing the use, storage, treatment,

generation, transportation, processing, handling, production or Disposal of

Hazardous Substances and the policies, guidelines, procedures, interpretations,

decisions, orders and directives of federal, state and local governmental

agencies and authorities with respect thereto.



         "Environmental Permits" shall mean all licenses, permits, approvals,

authorizations, consents or registrations required by any applicable

Environmental Laws and all applicable judicial and administrative orders in

connection with ownership, lease, purchase, transfer, closure, use and/or

operation of any Property owned, leased or operated by Borrower and/or as may be

required for the storage, treatment, generation, transportation, processing,

handling, production or disposal of Hazardous Substances.



         "Event of Default" shall have the meaning specified in Section 9.1

hereof.



         "Financials" shall mean the audited balance sheet and statement of

income, retained earnings and cash flow of Borrower for the Fiscal Year ended

December 31, 1999; the Borrower-prepared balance sheet and statement of income

and cash flow of Borrower for the Fiscal Quarter ended March 31, 2000; and all

other financial statements of Borrower delivered by Borrower to Bank pursuant to

Section 7.3 of this Agreement.



         "Fiscal Quarter" shall mean one of the quarterly fiscal periods in the

Fiscal Year of Borrower.



         "Fiscal Year" shall mean the period of Borrower ending on December 31

of each calendar year and commencing on January 1 of each calendar year.



         "Fixed Charge Coverage Ratio" shall mean, for any Fiscal Quarter, the

ratio of (i) EBIT plus Gross Rents less Interest Income for such Fiscal Quarter

and the three (3) immediately preceding Fiscal Quarters to (ii) Interest Expense

less Interest Income plus Gross Rents for such Fiscal Quarter and the three (3)

immediately preceding Fiscal Quarters.



         "Funded Debt" shall mean all Indebtedness for money borrowed, whether

direct or contingent, as determined in accordance with Generally Accepted

Accounting Principles,





<PAGE>



including, without limitation, reimbursement and all other obligations with

respect to surety bonds and letters of credit, whether or not matured,

Capitalized Lease Obligations, the deferred purchase price of any Property or

asset or Indebtedness evidenced by a promissory note, bond, guaranty or similar

written obligation for the payment of money (including, but not limited to,

conditional sales or similar title retention agreements).



         "Generally Accepted Accounting Principles" shall mean generally

accepted accounting principles as recognized by the American Institute of

Certified Public Accountants, consistently applied and maintained on a

consistent basis for Borrower throughout the period indicated and consistent

with the prior financial practices of Borrower as reflected on the Financials so

as to properly reflect the financial condition and results of operations and

changes in financial position of Borrower.



         "Gross Rents" shall mean the aggregate amount of all payments which

Borrower is required to make pursuant to the terms of any lease by Borrower of

any building (including, without limitation, any of Borrower's leased terminals

and similar facilities) or office equipment or revenue producing equipment which

lease has a term of more than six (6) months, including renewals thereof.



         "Guarantor" shall mean ODIS, Inc., a Delaware corporation and

Subsidiary of the Borrower.



         "Guaranty" shall mean the Guaranty Agreement dated of even date

herewith executed by the Guarantor to the Bank.



         "Hazardous Substances" shall mean, without limitation, any explosives,

radon, radioactive materials, asbestos, urea formaldehyde, foam insulation,

polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous

materials, hazardous waste, hazardous or toxic substances, and any other

material defined as a hazardous substance in Section 101(14) of CERCLA.



         "Indebtedness" shall mean all liabilities, obligations and indebtedness

of any and every kind and nature, including, without limitation, the Obligations

and all obligations to trade creditors, whether heretofore, now or hereafter

owing, arising, due or payable to any Person and howsoever evidenced, created,

incurred, acquired or owing, whether primary, secondary, direct, contingent,

fixed or otherwise. Without in any way limiting the generality of the foregoing,

Indebtedness specifically includes the following:

<PAGE>



         (a) All obligations or liabilities of any Person that are secured by

any lien, claim, encumbrance or security interest upon Property owned by

Borrower, even though Borrower has not assumed or become liable for the payment

thereof;



         (b) All obligations or liabilities created or arising under any lease

of real or personal property, or conditional sale or other title retention

agreement with respect to Property used or acquired by Borrower, even though the

rights and remedies of the lessor, seller or lender thereunder are limited to

repossession of such Property;



         (c)      All unfunded pension fund obligations and liabilities; and



         (d)      Deferred taxes.



         "Interest Expense" shall mean with respect to any period of

determination the Borrower's and each Consolidated Subsidiary's total interest

on Indebtedness during such period, determined in accordance with Generally

Accepted Accounting Principles.



         "Interest Income" shall mean, with respect to any period of

determination the Borrower's and each Consolidated Subsidiary's total interest

income during such period, determined in accordance with Generally Accepted

Accounting Principles.



         "Investment" shall mean, as applied to any Person, any direct or

indirect purchase or other acquisition by such Person of Stock, indebtedness or

other securities or obligations of any other Person, or any direct or indirect

loan, advance, extension of credit or capital contribution by such Person to any

other Person, or any guaranty of such Person with respect to any liabilities or

obligations of any other Person.



         "LIBOR Rate" shall mean, for any day, the rate per annum (rounded to

the next higher 1/100 of 1%) for one (1) month deposits in US Dollars which

appears on the Telerate Page 3750 as of 11:00 a.m. London time, on such day, or

if such day is not a London business day, then the immediately preceding London

business day. If for any reason such rate is not available on the Telerate Page

3750, then the rate per annum at which interest shall accrue with reference to

the LIBOR Rate shall be such rate as determined by the Bank from another

recognized source or interbank quotation for the London Interbank Market.



         "LIBOR Rate Loans" shall mean the Revolving Loans.

<PAGE>



         "Letter of Credit" shall mean a standby letter of credit at any time

applied for by Borrower pursuant to a Letter of Credit Application and issued by

Bank for the account of Borrower pursuant to Section 3 hereof, and shall

include, without limitation, those standby letters of credit described on

Schedule 1.1A hereto.



         "Letter of Credit Application" shall mean Bank's standard form of

Application and Agreement For Irrevocable Standby Letter of Credit, and such

other documents as Bank may require for its issuance of a Letter of Credit.



         "Letter of Credit Facility" shall mean the facility referred to in

Section 3 hereof.



         "Letter of Credit Facility Commitment" shall mean $12,500,000.



         "Letter of Credit Obligations" shall mean that portion of the

Obligations constituting Borrower's obligation to reimburse Bank for all amounts

paid by Bank under, or with respect to, a Letter of Credit and all other

indebtedness, obligations and liabilities owing by Borrower to Bank under a

Letter of Credit Application.



         "Loan Documents" shall mean and collectively refer to this Agreement,

the Revolving Credit Note, the Letter of Credit Applications and all agreements

and other written matters whether heretofore, now or hereafter executed by or in

behalf of Borrower and/or delivered to Bank or any Participant, with respect to

this Agreement, or with respect to the transactions contemplated by this

Agreement.



         "Maximum Rate" shall mean the maximum non-usurious rate of interest

permitted by applicable state or federal law that at any time, or from time to

time, may be contracted for, taken, reserved, charged or received on the

Indebtedness in question or, to the extent permitted by applicable laws, under

such applicable laws which may hereafter be in effect and which allow a higher

maximum non-usurious interest rate than applicable laws now allow.

Notwithstanding any other provision hereof, the Maximum Rate shall be calculated

on a daily basis (computed on the actual number of days elapsed over a year of

three hundred sixty (360) days.



         "Multiemployer Plan" shall have the meaning set forth in Section

4001(a)(3) of ERISA.

<PAGE>



         "Net Income" shall mean, for any period, net income of Borrower for

such period determined in accordance with Generally Accepted Accounting

Principles.



         "Obligations" shall collectively mean and include (i) the Revolving

Loans (including accrued interest owed in respect of the Revolving Loans) and

all other sums loaned or advanced by Bank to or on behalf of Borrower pursuant

to the terms of this Agreement, the Loan Documents or any other agreement

between Bank and Borrower, (ii) all liabilities, debts and obligations now or at

any time hereafter owing by Borrower to Bank under this Agreement or any of the

other Loan Documents or otherwise, (iii) the Letter of Credit Obligations and

all other obligations incurred by Bank, whether direct or indirect, contingent

or otherwise, due or not due, under each Letter of Credit Application or in

connection with the issuance of a Letter of Credit, (iv) all obligations and

sums due or that may become due under or in connection with any present or

future swap agreements (as defined in 11 U.S.C. ss. 101) between Borrower and

Bank, and (v) all other liabilities, debts and obligations of any and every

kind, including, but not limited to, all liabilities arising under any

agreements and contracts of guaranty, now or hereafter owing or to become due

from Borrower to Bank, whether created, evidenced, acquired or arising under

this Agreement or any of the other Loan Documents or any other instruments,

obligations, contracts or agreements of any and every kind, now or hereafter

existing or entered into between Borrower and Bank or otherwise, and whether

direct or indirect (including those acquired by assignment), absolute or

contingent, primary or secondary, due or to become due, now existing or

hereafter arising and however acquired. The term includes, without limitation,

all Revolving Loans, interest, charges, expenses, fees, attorneys' and

paralegals' fees and any other sums chargeable to Borrower by Bank under this

Agreement or any of the other Loan Documents.



         "Participant" shall mean any Person, now or any time hereafter,

participating with Bank in the extension of the credit facility from Bank to

Borrower pursuant to this Agreement.



         "Permitted Purchase Money Indebtedness" shall mean Purchase Money

Indebtedness of Borrower incurred after the date hereof which is secured by a

Purchase Money Lien and which, when aggregated with the principal amount of all

other such Purchase Money Indebtedness and Capitalized Lease Obligations

incurred during any fiscal year, does not exceed $15,000,000.

<PAGE>



         "Person" shall mean a corporation, an association, a partnership, a

limited liability company, an organization, a business, an individual or a

government or political subdivision thereof or any government agency.



         "Plan" shall mean an employee benefit plan now or hereafter maintained

for employees of Borrower that is covered by Title IV of ERISA.



         "Prime Rate" shall mean the interest rate publicly announced from time

to time by Bank to be its prime rate, which may not necessarily be its best

lending rate. The Prime Rate is a rate set by Bank based upon various factors

including Bank's cost and desired return, general economic conditions and other

factors, and is used as a reference point for pricing some loans. Bank may price

some loans at, above or below the Prime Rate.



         "Prohibited Transaction" shall mean any transactions set forth in

Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986.



         "Property" shall mean any interest in any kind of property or asset,

whether real, personal or mixed, or tangible or intangible.



         "Purchase Money Indebtedness" shall mean (i) Indebtedness (other than

the Obligations) for the payment of all or any part of the purchase price of any

rolling stock of tractors or trailers, (ii) any Indebtedness (other than the

Obligations) incurred at any time of or within ten (10) days prior to or after

the acquisition of any rolling stock of tractors or trailers for the purpose of

financing all or any part of the purchase price thereof, and (iii) any renewals,

extensions or refinancings thereof, but not any increases in the principal

amounts thereof outstanding at the time.



         "Purchase Money Lien" shall mean a lien upon Borrower's rolling stock

of tractors and trailers, but only if such lien shall at all times be confined

solely to the rolling stock of tractors and trailers the purchase price of which

was financed through the incurrence of the Purchase Money Indebtedness secured

by such lien.



         "Release" shall have the same meaning as given to that term in Section

101(22) of CERCLA.



         "Reportable Event" shall mean any of the events set forth in Section

4043(b) of ERISA.

<PAGE>



         "Restricted Investment" shall mean any Investment except the following:



                 (i)      Investments to be used in the ordinary course of

          business;



                (ii)     Current  assets  arising  from the sale of goods  and

         services in the ordinary course of business of Borrower;



               (iii)    Investments and direct obligations of the United States

         of America, or any agency thereof or obligations guaranteed by the

         United States of America, provided that such obligations mature within

         one (1) year from the date of acquisition thereof;



                (iv)     Investments in certificates of deposit maturing withi

         one (1) year from the date of acquisition issued by a bank organized

         under the laws of the United States or any state thereof having capital

         surplus and undivided profits aggregating at least $500,000,000;



                 (v)      Investments in commercial paper maturing no more than

         one (1) year from the date of creation thereof and, at the time of

         acquisition, having a rating of at least A-1 or the equivalent thereof

         by Standard and Poor's Corporation or at least P-1 or the equivalent

         thereof by Moody's Investors Service, Inc.;



                (vi)     Investments  not to exceed  $1,000,000  in the

         aggregate in such Person or Persons as the Borrower in its discretion

         determines appropriate; and



               (vii)    Investment made in accordance with, and pursuant to, the

         investment policy of Borrower which is attached hereto as Schedule

         1.1B.



         "Revolving Credit Note" shall mean the promissory note of Borrower

executed and delivered to Bank pursuant to Section 2.2 hereof evidencing

Borrower's obligation to repay the Revolving Loans, together with any

amendments, modifications and supplements thereto, and any renewals or

extensions thereof, in whole or in part.



         "Revolving Line of Credit" shall mean the revolving line of credit made

available by Bank to Borrower pursuant to Section 2.1 hereof.

<PAGE>



         "Revolving Line of Credit Commitment" shall mean $50,000,000.



         "Revolving Loans" shall mean the loans made by Bank to Borrower under

the Revolving Line of Credit.



         "Solvent" shall mean, as to any Person, that such Person has capital

sufficient to carry on its business and transactions and all business and

transactions in which it is about to engage and is able to pay its debts as they

mature and owns property having a value, both at fair valuation and at present

fair saleable value, greater than the amount required to pay its debts.



         "Stock" shall mean all shares, options, interests, partnerships or

other equivalents (howsoever designated) of or in a corporation, whether voting

or non-voting, including, without limitation, common stock, warrants, preferred

stock, convertible debentures and all agreements, instruments and documents

convertible, in whole or in part, into any one or more or all of the foregoing.



         "Subsidiary" shall mean any corporation, more than fifty percent (50%)

of the outstanding Stock having ordinary voting power to elect a majority of the

board of directors of which is at the time, directly or indirectly, owned by

Borrower and/or one or more Subsidiaries (irrespective of whether, at the time,

Stock of any other class or classes of such corporation shall have or might have

voting power by reason of the happening of any contingency).



         "Tangible Net Worth" shall mean at any date the total shareholders'

equity (including capital stock, additional paid-in capital and retained

earnings after deducting treasury stock) appearing on a balance sheet of

Borrower and each Consolidated Subsidiary prepared as of such date in accordance

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