WERNER ENTERPRISES INC — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2011-05-05

Reporting Person: LEATHERS DEREK J (SEVP & COO, President of WGL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-05	Common Stock	M	7500	$9.7739	Acquired	103453.8648	Direct
2011-05-05	Common Stock	S	7500	$26.4915	Disposed	95953.8648	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-05	Stock Options (Right to Buy)	$9.7739	M	7500	Disposed	2011-09-29	Common Stock (7500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$16.68	2015-10-22	Common Stock (20000)	20000	Direct
Stock Options (Right to Buy)	$17.18	2017-11-30	Common Stock (25000)	25000	Direct
Stock Options (Right to Buy)	$18.33	2014-05-20	Common Stock (35000)	35000	Direct

Footnotes

F1: The price specified in Column 4 is a weighted average price. The actual sales prices ranged from $26.47 to $26.51 per share. The reporting person has provided to the Issuer and will provide to the SEC staff or security holder of the Issuer, upon request, information regarding the number of shares sold at each price within the range.

F2: Stock options become exercisable in the following percentages at the specified number of months from grant date: 25% at 24 months; 20% each at 36, 48, and 60 months; and 15% at 72 months.

F3: Stock options become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.