AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2002.

FILE NO. 001-31401
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

AMENDMENT NO. 1

TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------------

SCS TRANSPORTATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                 48-1229851
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

4435 MAIN STREET                               64111
SUITE 930                                 (Zip Code)
KANSAS CITY, MISSOURI
(Address of principal executive offices)

(816) 960-3664

(Registrant's telephone number, including area code)
----------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None.

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Names of each exchange
Title of class to be so registered         on which class is to be registered
----------------------------------         ----------------------------------

COMMON STOCK ($0.001 PAR VALUE)              THE NASDAQ NATIONAL MARKET

PREFERRED STOCK PURCHASE RIGHTS              THE NASDAQ NATIONAL MARKET

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SCS TRANSPORTATION, INC.

I. INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

Our information statement may be found as Exhibit 99.1 to this Form 10.
For your convenience, we have provided below a cross-reference sheet identifying
where the items required by Form 10 can be found in the information statement.

Item                                                       Location In
No.       Caption                                          Information Statement
---       -------                                          ---------------------

1.        Business.......................................  "Business"; "Summary -- Summary Historical Financial
Data"; "Risk Factors"

2.        Financial Information..........................  "Summary -- Summary Historical Financial Data";
"Management's Discussion and Analysis of Financial
Condition and Results of Operations"

3.        Properties.....................................  "Business -- Properties"

4.        Security Ownership of Certain
Beneficial Owners and Management........  "Security Ownership of Certain Beneficial Owners and
Management"

5.        Directors and Executive Officers...............  "Management"

6.        Executive Compensation.........................  "Management -- Compensation of Executive Officers";
"Management -- Compensation of Directors and
Non-Employee Director Plan"

7.        Certain Relationships and Related
Transactions............................  "Certain Relationships and Related Transactions";
"Arrangements Between Yellow and SCST Relating to
the Distribution"
8.        Legal Proceedings..............................  "Business -- Legal Proceedings"

9.        Market Price of and Dividends on
the Registrant's Common Equity
and Related Stockholder Matters.........  "The Distribution -- Listing and Trading of the Shares
of Common Stock"; "Risk Factors"

10.       Recent Sales of Unregistered
Securities..............................  Not included.  (See Part II below.)

11.       Description of Registrant's Securities
to be Registered........................  "Description of Capital Stock of SCST"; "Purposes and
Effects of Certain Charter and By-Law Provisions
and Certain Anti-Takeover Effects"

12.       Indemnification of Directors and
Officers................................  "Liability and Indemnification of Officers and
Directors"

13.       Financial Statements and
Supplementary Data......................  "Summary -- Summary Historical Financial Data";
"Selected Historical Financial Data"

14.       Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure..  None

15.       Financial Statements and Exhibits..............  "Index to Consolidated Financial Statements"

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II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

We were incorporated in Delaware on February 4, 2000 under the name
"ABC Trucking, Inc." We issued 100 shares of our common stock, par value $0.001
per share, to Yellow Corporation, a Delaware corporation, in consideration of an
aggregate capital contribution of $1.00 by Yellow Corporation. This issuance was
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof because it did not involve any public offering of
securities. As of October 1, 2001, we changed our name to "SCS Transportation,
Inc."

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements filed as part of this registration statement:

Report of Independent Public Accountants.....................................................F-2

Audited Consolidated Financial Statements:

Balance sheets as of December 31, 2001 and 2000...........................................F-3

Statements of income for the years ended December 31, 2001, 2000 and 1999.................F-5

Statements of the Parent company equity for the years ended December 31,
2001, 2000 and 1999.....................................................................F-6

Statements of cash flows for the years ended December 31, 2001, 2000 and
1999....................................................................................F-7

Notes to Audited Consolidated Financial Statements...........................................F-9

Unaudited Consolidated Financial Statements:

Balance sheets as of June 30, 2002 and December 31, 2001.................................F-19

Statements of operations for the quarter and six months ended June 30,
2002 and 2001..........................................................................F-21

Statements of cash flows for the six months ended June 30, 2002 and 2001.................F-23

Notes to Unaudited Consolidated Financial Statements........................................F-24

All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

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(b)  Exhibits:

Exhibit
No.                                            Description
---                                            -----------

2          Form of Master Separation and Distribution Agreement between Yellow Corporation
and SCS Transportation, Inc.(a)
3.1         Form of Amended and Restated Certificate of Incorporation of SCS Transportation,
Inc.*
3.2         Form of Amended and Restated By-laws of SCS Transportation, Inc.*
4.1         Specimen Common Stock Certificate*
4.2         Form of Rights Agreement*
4.3         Form of Certificate of Designations of Series A Participating Cumulative
Preferred Stock (attached as Exhibit A to the Rights Agreement filed as
Exhibit 4.2 hereto)*
4.4         Form of Right Certificate (attached as Exhibit B to the Rights Agreement filed as
Exhibit 4.2 hereto)*
10.1        Form of Master Separation and Distribution Agreement between Yellow Corporation
and SCS Transportation, Inc. (filed as Exhibit 2 hereto)*
10.2        Form of Tax Indemnification and Allocation Agreement between Yellow Corporation
and SCS Transportation, Inc.*
10.3        Indenture between SCS Transportation, Inc. (as successor to Preston Corporation)
and JPMorgan Chase (as successor to Manufacturers Hanover Trust Company), as
trustee dated as of May 1, 1986*
21         List of Subsidiaries of SCS Transportation, Inc.*
99.1        SCS Transportation, Inc. Information Statement dated August 23, 2002*

----------------------------------------
(a)     Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the Form 10
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

SCS TRANSPORTATION, INC.

(Registrant)

By:    /s/ James J. Bellinghausen
----------------------------------------------
Name:  James J. Bellinghausen
Title: Vice President of Finance and Chief
Financial Officer

Dated:  August 23, 2002

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INDEX TO EXHIBITS

Exhibit
No.                                  Description
---                                  -----------

2          Form of Master Separation and Distribution Agreement between
Yellow Corporation and SCS Transportation, Inc.*
3.1         Form of Amended and Restated Certificate of Incorporation of
SCS Transportation, Inc.*
3.2         Form of Amended and Restated By-laws of SCS Transportation,
Inc.*
4.1         Specimen Common Stock Certificate*
4.2         Form of Rights Agreement*
4.3         Form of Certificate of Designations of Series A Participating
Cumulative Preferred Stock (attached as Exhibit A to the
Rights Agreement filed as Exhibit 4.2 hereto)*
4.4         Form of Right Certificate (attached as Exhibit B to the
Rights Agreement filed as Exhibit 4.2 hereto)*
10.1         Form of Master Separation and Distribution Agreement between
Yellow Corporation and SCS Transportation, Inc. (filed as
Exhibit 2 hereto)*
10.2         Form of Tax Indemnification and Allocation Agreement between
Yellow Corporation and SCS Transportation, Inc.*
10.3         Indenture between SCS Transportation, Inc. (as successor to
Preston Corporation) and JPMorgan Chase (as successor to
Manufacturers Hanover Trust Company), as trustee dated as of
May 1, 1986*
21          List of Subsidiaries of SCS Transportation, Inc.*
99.1         SCS Transportation, Inc. Information Statement dated August
23, 2002*

-------------------------------------
*     Filed herewith

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EXHIBIT 2

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MASTER SEPARATION AND DISTRIBUTION AGREEMENT

DATED AS OF , 2002

BETWEEN

YELLOW CORPORATION

AND

SCS TRANSPORTATION, INC.

================================================================================

TABLE OF CONTENTS

PAGE

RECITALS.......................................................................1

ARTICLE I

PLAN OF DISTRIBUTION

1.1      The Distribution......................................................2
1.2      Conditions to Distribution............................................2
1.3      Sale of Fractional Shares.............................................4
1.4      Sole Discretion of Yellow.............................................4
1.5      Termination of Obligations............................................5

ARTICLE II

DIVISION OF ASSETS AND LIABILITIES

2.1      Transfer of Assets and Liabilities....................................5
2.2      Allocated Employees...................................................6
2.3      Stock Options and Restricted Stock....................................7
2.4      Third Party Debt......................................................7
2.5      Certain Financial Support Arrangements................................7
2.6      Miscellaneous Obligations and Claims.................................13

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of Yellow.............................15
3.2      Representations and Warranties of SCST...............................16

ARTICLE IV

RELATED MATTERS

4.1      Access to Information................................................17
4.2      Confidentiality......................................................17
4.3      Indemnification......................................................18
4.4      Manner of Payments...................................................19

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4.5      Taxes................................................................19
4.6      Expenses.............................................................19
4.7      Non-solicitation.....................................................19

ARTICLE V

DISPUTE RESOLUTION

5.1      Use of Dispute Resolution; Presumptions..............................20
5.2      Negotiation..........................................................20
5.3      Non-binding Mediation................................................20
5.4      Proceedings..........................................................21
5.5      Continuity of Service and Performance................................21
5.6      Further Assurances...................................................21

ARTICLE VI

MISCELLANEOUS

6.1      Survival.............................................................21
6.2      Entire Agreement.....................................................21
6.3      Waiver and Modification..............................................21
6.4      Notices..............................................................22
6.5      Counterparts.........................................................22
6.6      Severability.........................................................22
6.7      Assignment...........................................................23
6.8      Choice of Law........................................................23
6.9      No Third-Party Beneficiaries.........................................23

ARTICLE VII

DEFINED TERMS

7.1      Defined Terms........................................................23

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Table of Exhibits

Exhibit A       Form of By-laws
Exhibit B       Form of Amended and Restated Certificate of Incorporation
Exhibit C       Form of Tax Sharing Agreement

-iii-

MASTER SEPARATION AND DISTRIBUTION AGREEMENT

This Master Separation and Distribution Agreement (this "Agreement") is
made and entered into as of the [ ] day of [ ], 2002 by and among Yellow
Corporation, a Delaware corporation ("Yellow"), and SCS Transportation, Inc., a
Delaware corporation and a wholly owned subsidiary of Yellow ("SCST").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in Article VII hereof.

RECITALS

A.       WHEREAS, Yellow is the sole stockholder of SCST, and SCST is
the sole stockholder of the operating subsidiaries Saia Motor
Freight Line, Inc. ("Saia") and Jevic Transportation, Inc.
("Jevic");

B.       WHEREAS, Yellow's Board of Directors has determined pursuant
to an integrated plan to (i) separate SCST, which comprises
Yellow's non-union, regional operations, from Yellow's other
businesses and operations (the "Separation") and (ii)
distribute to Yellow's stockholders on a tax-free basis all of
the outstanding shares of SCST's common stock (the
"Distribution");

C.       WHEREAS, Yellow's Board of Directors has determined that it is
in the best interests of its stockholders to consummate the
Separation and the Distribution;

D.       WHEREAS, it is appropriate and desirable to set forth the
principal corporate transactions required to effect the
Separation and the Distribution and certain other agreements
that will govern certain matters relating to such transactions
(collectively, the "Transactions") and the relationship of
Yellow and SCST following the consummation of the
Transactions;

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

TERMS AND CONDITIONS

In consideration of the mutual covenants herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows:

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ARTICLE I

PLAN OF DISTRIBUTION

1.1      The Distribution.

(i) Subject to Section 1.2 hereof, Yellow and SCST shall take
all reasonable steps necessary and appropriate to cause all conditions to the
Distribution to be satisfied and to effect the Distribution. Yellow's Board of
Directors will have the sole discretion to determine the Distribution Date, and
Yellow will consummate the Distribution subject to the satisfaction or waiver by
Yellow's Board of Directors, in its sole discretion, of the conditions set forth
in Section 1.2.

(ii) On or prior to the Distribution Date, Yellow will deliver
to the Distribution Agent for the benefit of the holders of record of Yellow
Common Stock on the Record Date, stock certificates, endorsed by Yellow in
blank, representing all of the outstanding shares of SCST Common Stock, and
shall cause the transfer agent for the Yellow Common Stock to instruct the
Distribution Agent to distribute on the Distribution Date the appropriate number
of such shares of SCST Common Stock to each such holder or designated transferee
or transferees of such holder.

(iii) Subject to Section 1.3 hereof, each holder of record of
Yellow Common Stock (or such holder's designated transferee or transferees) on
the Record Date will be entitled to receive in the Distribution that number of
shares of SCST Common Stock equal to that number of shares of Yellow Common
Stock owned by such holder on the Record Date divided by a number equal to the
Distribution Ratio established by Yellow's Board of Directors.

1.2      Conditions to Distribution.

1.2.1    The obligations of each party hereto to consummate
the Distribution are subject to the satisfaction or
waiver by Yellow in its sole discretion of each of
the following conditions:

(i)      the simultaneous execution, delivery, and
performance as required of each of the
following:

(a)      this Agreement;

(b)      the Tax Sharing Agreement;

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(c)      the execution by both Yellow and
SCST of those certain Debt
Agreements listed in paragraph
1.2.1 of the disclosure letter from
Yellow to SCST dated the date
hereof (the "Disclosure Letter") on
or before the Distribution Date, in
form, substance and amount
satisfactory to Yellow, reflecting
the payment by SCST to Yellow on or
before the Distribution Date of a
cash dividend or repayment of
intercompany indebtedness or a
combination of the foregoing
(together, the "Yellow Payment") in
the approximate amount of $115
million;

(ii)     the Registration Statement shall have been
filed and declared effective by the
Commission, and there shall be no stop order
in effect with respect thereto, and no
proceeding for that purpose shall have been
instituted or threatened by the Commission;

(iii)    the actions and filings with regard to state
securities and blue sky laws of the United
States (and any comparable laws under any
foreign jurisdictions) shall have been taken
and, where applicable, have become effective
or been accepted;

(iv)     the SCST Common Stock to be distributed in
the Distribution shall have been admitted
for trading on The Nasdaq National Market,
on official notice of distribution;

(v)      no order, injunction or decree issued by any
Government Authority or other legal
restraint or prohibition preventing the
consummation of the Distribution or any of
the other transactions contemplated by this
Agreement or the Tax Sharing Agreement shall
be threatened, pending or in effect;

(vi)     the Letter Ruling shall have been issued and
shall not have been revoked;

(vii)    any material Consents and Governmental
Approvals necessary to consummate the
Distribution shall have been obtained and be
in full force and effect;

(viii)   Yellow's Board of Directors shall be
satisfied that the Distribution will be made
out of surplus within the meaning of Section
170 of the Delaware General Corporation Law;

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(ix)     Yellow's Board of Directors shall have
approved the Separation and the Distribution
and shall not have abandoned or deferred the
Distribution at any time prior to the Record
Date;

(x)      Yellow's Board of Directors shall be
satisfied that the Distribution does not
constitute the conveyance of all or
substantially all of the properties or
assets of Yellow immediately prior to the
Distribution, as contemplated in Section 271
of the Delaware General Corporation Law;

(xi)     the Certificate of Incorporation and By-laws
shall be in effect;

(xii)    no other events or developments shall have
occurred that, in the sole judgment of
Yellow, would result in the Distribution
having a material adverse effect on Yellow
or its stockholders;

(xiii)   Yellow's Board of Directors shall be
satisfied that each of Yellow and SCST will
be solvent following the Distribution; and

(xiv)    SCST shall have made the Yellow Payment.

1.3 Sale of Fractional Shares.

(i) The Distribution Agent shall not distribute any fractional
shares of SCST Common Stock ("Fractional Shares") to any record holder of Yellow
Common Stock in connection with the Distribution. The Distribution Agent shall
be instructed to aggregate all such Fractional Shares and sell them in an
orderly manner promptly after the Distribution Date in the open market at the
then-prevailing prices and, after completion of all such sales, distribute a pro
rata portion of the gross proceeds from such sales, less appropriate deductions
of the amount required to be withheld for federal income tax purposes to each
record holder of Yellow Common Stock who would otherwise have received a
Fractional Share. Yellow shall pay all brokerage charges, commissions and
transfer taxes attributed to such sale.

(ii) In addition, in connection with the Distribution, SCST
shall offer to the record holders of Yellow Common Stock who would otherwise
receive fewer than 100 shares of SCST Common Stock in the Distribution a program
by which such holders may instruct the Distribution Agent to sell such shares of
SCST Common Stock on their behalf. SCST shall cause such program to be conducted
in accordance with the terms and conditions described in the Information
Statement.

1.4 Sole Discretion of Yellow. The conditions set forth in Section 1.2
are for the sole benefit of Yellow and shall not give rise to or create any duty
on the part of Yellow or

-5-

Yellow's Board of Directors to waive or not to waive such conditions or limit in
any way Yellow's right to terminate this Agreement or alter the consequences of
any such termination. Any determination made by Yellow prior to the Distribution
concerning the satisfaction or waiver of any or all of the conditions set forth
in Section 1.2 shall be conclusive. In addition, Yellow shall have the sole and
absolute discretion to determine the date of consummation of the Distribution
(such date, the "Distribution Date"), all terms of the Distribution, including
without limitation the form, structure and terms of any transaction(s) and/or
offering(s) to effect the Distribution or related to the Distribution and the
timing of and conditions to the consummation of the Distribution. In addition,
Yellow may in its sole and absolute discretion at any time and from time to time
until the Distribution Date, modify or change the terms of the Distribution,
including without limitation accelerating or delaying the timing of the
consummation of all or part of the Distribution. SCST shall cooperate with
Yellow in all respects to accomplish the Distribution and shall, at Yellow's
direction, promptly take any and all actions necessary and desirable to effect
the Distribution, including without limitation the registration under the
Exchange Act of the SCST Common Stock on an appropriate registration form.
Yellow shall in its sole and absolute discretion select any investment bank and
managers in connection with the Distribution, as well as any financial printer,
solicitation and/or exchange agent and its own outside counsel.

1.5 Termination of Obligations. The obligations of Yellow and SCST
under this Agreement shall terminate on a determination by Yellow to terminate
the transactions that comprise the Distribution.

ARTICLE II

DIVISION OF ASSETS AND LIABILITIES

2.1 Transfer of Assets and Liabilities.

(a) On the terms and subject to the conditions set forth in
this Agreement and with effect as of the Contribution Date, Yellow hereby
contributes, assigns, transfers, conveys and delivers to SCST, and shall cause
its applicable Subsidiaries to contribute, assign, transfer, convey and deliver
to SCST or a member of the SCST Group all of Yellow's and such applicable
Subsidiaries' respective rights, title and interest in and to the assets set
forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Assets").
SCST, or the appropriate member of the SCST Group, hereby accepts from Yellow
and its Subsidiaries the Contributed Assets.

(b) On the terms and subject to the conditions set forth in
this Agreement and with effect as of the Contribution Date, SCST hereby accepts,
assumes and agrees faithfully to perform, discharge and fulfill all the
liabilities set forth in paragraph 2.1 of the

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Disclosure Letter (the "Contributed Liabilities") in accordance with their
respective terms, and agrees to cause its applicable Subsidiaries to accept,
assume, perform, discharge and fulfill all the Contributed Liabilities to be
held by its Subsidiaries in accordance with their respective terms. SCST shall
thereafter be responsible for all Contributed Liabilities, regardless of (i)
when or where such liabilities arose or arise, (ii) whether the facts on which
they are based occurred prior to or subsequent to the date hereof, (iii) where
or against whom such liabilities are asserted or determined (including without
limitation any liabilities arising out of claims made by Yellow's or SCST's
respective directors, officers, employees, agents, Subsidiaries or Affiliates
against any member of the Yellow Group or the SCST Group), (iv) whether such
liabilities were asserted or determined prior to the date hereof, and (v)
whether such liabilities arise from or are alleged to arise from negligence,
recklessness, violation of law, fraud or misrepresentation by any member of the
Yellow Group or the SCST Group or any of their respective directors, officers,
employees, agents, Subsidiaries or Affiliates.

(c) In the event that at any time or from time to time
(whether prior to or after the Contribution Date), any party hereto (or any
member of such party's respective Group), shall receive or otherwise possess any
asset that is allocated to any other Person pursuant to this Agreement, such
party shall promptly transfer, or cause to be transferred, such asset to the
Person so entitled thereto. Prior to any such transfer, the party possessing
such asset shall hold such asset in trust for any such other party, and upon
such transfer each party shall reimburse the other or make financial or other
adjustments to remedy any liabilities resulting from such transfer or
possession.

2.2 Allocated Employees. As of the Distribution Date, the employees of
Yellow listed in paragraph 2.2 of the Disclosure Letter shall become employees
of SCST (the "Allocated Employees"). Yellow shall not be responsible for
insurance, employee benefits and other related benefits of the Allocated
Employees that accrue from and after the Distribution Date except as may be
provided in an individual agreement between Yellow and any Allocated Employee.
SCST shall be responsible for all costs associated with the Allocated Employees
from and after the Distribution Date. Yellow shall not be responsible for any
Cobra benefit, or unemployment or workers' compensation benefit of an employee
whose employment ends or whose injury or death occurs while an employee of SCST.
SCST shall reimburse Yellow in accordance with the procedures set forth in
Section 4.4 if Yellow determines that it has made any direct or indirect payment
in respect thereof, including without limitation as a result of adjustment to
its insurance rates or government fund payment obligations. SCST's health and
life insurance plans will not exclude pre-existing conditions for the Allocated
Employees (except to the extent such pre-existing conditions were excluded from
the corresponding Yellow plan immediately prior to the Distribution Date), will
waive any waiting period requirements for the Allocated Employees, and will
waive any evidence of insurability provisions for the Allocated Employees. In
addition, SCST's health plans will apply toward any deductible requirements and
out-of-pocket maximum limits for the plan year in

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which the Distribution takes place any amounts paid by an Allocated Employee
toward such requirements and limits under the Yellow health plan in which he or
she participated during such plan year. SCST shall, and shall cause its
Subsidiaries to, grant the Allocated Employees credit for their service with
Yellow and its Subsidiaries prior to the Distribution Date for purposes of
eligibility to participate in and vesting in the benefit plans sponsored by SCST
and its Subsidiaries.

2.3 Stock Options and Restricted Stock. The outstanding stock options
held by Yellow's directors, employees and other parties, including Allocated
Employees, to purchase stock of Yellow shall be adjusted in the manner set forth
in paragraph 2.3 of the Disclosure Letter. Certain senior officers of Yellow and
its Subsidiaries Yellow Transportation, Meridian IQ and Yellow Technologies have
received restricted stock grants. All such senior officers who are actively
employed by Yellow or any such Subsidiary on the Distribution Date will agree to
waive the shares of SCST Common Stock that they would otherwise have received in
exchange for additional restricted shares of Yellow Common Stock commensurate in
value to the impact of the Distribution on the value of their previous
restricted stock grants. The additional grants of restricted stock will be
subject to the same restrictions and vesting dates as the original grants.

2.4 Third Party Debt. SCST and/or its subsidiaries shall make all
future interest and principal payments on and after the Distribution Date on all
Third Party Debt in addition to the Debt Agreements listed in paragraph 1.2.1 of
the Disclosure Letter which resides on the books of SCST or its subsidiaries as
of the Distribution Date, and SCST shall indemnify and hold Yellow harmless for
payment of interest or principal after the Distribution Date in accordance with
Section 4.3. Third Party Debt is listed in paragraph 2.4 of the Disclosure
Letter.

2.5 Certain Financial Support Arrangements.

2.5.1    Guarantees by Yellow of SCST Obligations. As of the
date hereof, Yellow has provided guarantees of
certain obligations of SCST and its subsidiaries, the
holders, amount and duration of which are set forth
in paragraph 2.5.1 of the Disclosure Letter (the
"Guarantees"). As of the Distribution Date, Yellow
shall cancel all Guarantees which it is permitted to
cancel without the consent of any other person in
accordance with the documentation governing such
Guarantee. With respect to any Guarantees the
cancellation of which requires the consent of a third
party, SCST shall, subject to the following sentence,
use its reasonable best efforts following the
Distribution Date to remove such Guarantee by Yellow
of obligations of SCST and its Subsidiaries, and SCST
shall indemnify and hold Yellow harmless from any
damages, claims, monies, or other demands incurred by
or asserted against Yellow which

-8-

arise out of, in connection with or with reference to
any Guarantee in accordance with Section 4.3. SCST
shall not be required to offer monetary compensation
to any holder of a Guarantee to secure its release.
Yellow will not extend any Guarantee beyond the end
of the term of each obligation as in effect on the
date hereof.

2.5.2    Insurance, Collateral and Claims Administration
Obligations.

2.5.2.1  Insurance. Responsibility as between SCST
and Yellow for any self-insurance,
retention, deductible, retrospective
premium, or similar items, including without
limitation associated administrative
expenses and allocated loss adjustment or
similar expenses, arising after the
Distribution Date under any and all former
or current insurance policies maintained by
Yellow and related to liabilities or losses
of SCST or its Subsidiaries prior to the
Distribution Date shall be allocated by
Yellow to SCST or Yellow (each of the
foregoing being a "party") on a ----- basis
not inconsistent with past practices between
Yellow and SCST. To the extent that any
party pays any expenses that were determined
by Yellow to be properly allocable to the
other party, such other party shall
reimburse the paying party in accordance
with the procedures set forth in Section
4.4.

2.5.2.2  Self Insurance Pool and AIT "Bank". As of
the Distribution Date, a calculation shall
be made by Yellow of the total of all
premiums paid since inception by SCST and
its Subsidiaries for coverage under the
self-insurance retention pool which has been
maintained by Yellow to buy down the
self-insurance retentions of Jevic and Saia
(and Action Express, Inc. and WestEx, Inc.,
merged into Saia effective March 4, 2001)
from external retention levels of
third-party insurance providers. To this
amount there shall be added $1,014,783.00,
representing SCST's and its Subsidiaries'
shares of the "bank" that has been
established with AI Transport, Inc. of
Atlanta, Georgia ("AIT") relating to certain
third-party liability claims incurred by
Yellow and --- SCST's Subsidiaries over the
course of Yellow's insurance arrangements
with AIT. All payments made by AIT to Yellow
prior to or after the Distribution Date
shall be retained solely by Yellow.

-9-

From the total derived in the preceding
paragraph, there shall be subtracted a sum
equal to a calculation made by Yellow of the
actual claim payments made by Yellow to
resolve claims involving SCST and its
Subsidiaries within the self-insurance
retention pool from its inception to the
Distribution Date (the sum derived from this
calculation hereinafter being referred to as
the "Net Ultimate Liability of Yellow" and
the calculation being detailed in paragraph
2.5.2.2 of the Disclosure Letter).

After the Distribution Date, claims
determined by Yellow to fall within the
self-insurance pool that arise out of, in
connection with or with reference to
activity of SCST and its Subsidiaries prior
to the Distribution Date (together the "SCST
Excess Liability") shall be paid first by
Yellow after the Distribution Date up to the
Net Ultimate Liability of Yellow. If and
when said Net Ultimate Liability of Yellow
is exhausted, all remaining liability for
SCST Excess Liability shall be paid by SCST
and its Subsidiaries, and SCST shall
indemnify Yellow for any claims asserted
against Yellow for amounts of SCST Excess
Liability in excess of the Net Ultimate
Liability of Yellow in accordance with
Section 4.3. SCST shall reimburse Yellow in
accordance with the procedures set forth in
Section 4.4 if Yellow determines that Yellow
or any of its Subsidiaries has made any
direct or indirect payment in respect of
SCST Excess Liability in excess of the Net
Ultimate Liability of Yellow.

2.5.2.3  Collateral. In order to cover certain
Collateral Requirements (as defined below)
of SCST and its Subsidiaries, Yellow has
provided letters of credit, indemnity bonds
or other collateral to secure certain
obligations of SCST and its subsidiaries for
self insurance retention deductibles,
retrospective premiums and cash payment for
reserves as set forth in paragraph 2.5.2.3
of the Disclosure Letter. With respect to
discussion of this issue, the following
definitions apply:

(i)      "Collateral" - Letters of credit,
indemnity bonds, or any other form
of collateral or guaranty which
Yellow has or will provide to cover
certain collateral requirements of
SCST and its Subsidiaries following
the Distribution.

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(ii)     "Collateral Requirements" - The
collateral required by SCST's
current or former insurance
carriers, sureties, and all states
where SCST is currently or has been
self-insured for workers'
compensation purposes for policy
periods up to and including the
March 1, 2002 - February 28, 2003
policy period.

(iii)    "Collateral Cost" -

(1)  Collateral Cost for any fiscal
quarter ending on or prior to
the second anniversary of the
Distribution Date shall equal
the sum of the cost billed by
third parties to Yellow and
its Subsidiaries in connection
with providing Collateral as
determined by Yellow (such
billings in any fiscal
quarter, the "Billed Cost").

(2)  Collateral Cost for any fiscal
quarter ending after the
second anniversary of the
Distribution Date and on or
prior to the fourth
anniversary of the
Distribution Date shall equal
the sum of (a) the Billed Cost
for such fiscal quarter plus
(b) 25 basis points multiplied
by the average daily face
amount of the Collateral for
such fiscal quarter as
determined by Yellow.

(3)  Collateral Cost for any fiscal
quarter ending after the
fourth anniversary of the
Distribution Date and on or
prior to the fifth anniversary
of the Distribution Date shall
equal the sum of (a) the
Billed Cost for such fiscal
quarter plus (b) 50 basis
points multiplied by the
average daily face amount of
the Collateral for such fiscal
quarter as determined by
Yellow.

(4)  Collateral Cost for any fiscal
quarter ending after the fifth
anniversary of the
Distribution Date and on or
prior to the sixth anniversary
of the Distribution Date shall
equal the sum of (a) the
Billed Cost for such fiscal
quarter plus (b) 75 basis
points multiplied by the
average daily face

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amount of the Collateral for
such fiscal quarter as
determined by Yellow.

(5)  Collateral Cost for any fiscal
quarter ending after the sixth
anniversary of the
Distribution Date and on or
prior to the seventh
anniversary of the
Distribution Date shall equal
the sum of (a) the Billed Cost
for such fiscal quarter plus
(b) 100 basis points
multiplied by the average
daily face amount of the
Collateral for such fiscal
quarter as determined by
Yellow.

(6)  Collateral Cost for any fiscal
quarter ending after the
seventh anniversary of the
Distribution Date shall equal
the sum of (a) the Billed Cost
for such fiscal quarter plus
(b) 125 basis points
multiplied by the average
daily face amount of the
Collateral for such fiscal
quarter as determined by
Yellow.

The Collateral Cost shall be billed on a
quarterly basis in arrears following the
Distribution Date. If Yellow receives a
refund from collateral providers for the
Billed Cost of Collateral that SCST has
replaced following Yellow's payment of the
annual cost of such Collateral, Yellow shall
reimburse SCST the amount of such Billed
Cost and related premium paid by SCST or any
of its Subsidiaries to Yellow or any of its
Subsidiaries within [15] calendar days of
receipt by Yellow of such refund. Payment of
the Collateral Cost by SCST shall be due
within 15 calendar days after receipt by
SCST of the applicable Yellow bill or
invoice.

After the Distribution, Yellow shall leave
existing Collateral in place until such
Collateral has been released by its holders,
except that SCST immediately after the
Distribution shall replace $15 million of
the existing Collateral detailed in
paragraph 2.5.2.3 of the Disclosure
Statement with Collateral obtained by SCST.
Notwithstanding the foregoing, in the event
that SCST experiences demands for increased
Collateral from any of the holders of such
Collateral detailed in paragraph 2.5.2.3 of
the Disclosure Statement between the
Distribution Date and February 28, 2003,
Yellow shall either provide such

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increased Collateral or instruct SCST to
provide such increased Collateral with a
credit against SCST's replacement Collateral
obligation described above, at Yellow's
option.

Yellow shall provide no additional
Collateral to SCST or any of SCST's
Subsidiaries for any insurance, or
self-insurance obligations arising after
February 28, 2003.

Notwithstanding the foregoing, in the event
that any holder of any Collateral provided
by Yellow redeems or calls such Collateral,
SCST shall be required to reimburse Yellow
in accordance with the procedures set forth
in Section 4.4 and to indemnify and hold
Yellow harmless in accordance with Section
4.3.

2.5.2.4  Claims Administration Obligations. Yellow
and SCST acknowledge that Yellow currently
receives invoices for claims administration
expenses provided by third party
administrators ("TPAs") that ---- pertain in
whole or in part to the handling and
disposition of claims on behalf of Saia
under SCST's and Saia's insurance programs
for years prior to the year ended March 1,
2000. Yellow shall continue to pay such
invoices by TPAs after the Distribution Date
and SCST and Saia shall be jointly or
severally obligated to reimburse Yellow for
the portion of such invoices which relate to
services performed by TPAs on behalf of
Saia. Yellow shall not pay the portion of
any such invoices as relate to services
performed on behalf of Saia until SCST
and/or Saia has verified in writing the
correctness of the billing, which SCST or
Saia must do within fifteen (15) calendar
days of presentment of the invoice by Yellow
to SCST. If SCST or Saia does not deliver
such written verification on or prior to the
date that is fifteen (15) calendar days
after the presentment of such invoice,
Yellow shall regard SCST as having verified
such invoice. Yellow will use its reasonable
efforts to contest any such billing on
Saia's behalf, and the parties will provide
all reasonable cooperation required to
resolve any billing disputes. If Yellow and
SCST decide not to pay a disputed invoice or
to pay only a portion thereof, SCST will
indemnify Yellow from any damages or costs
incurred by Yellow stemming from such
non-payment or partial payment in accordance
with Section 4.3. SCST or

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Saia, as the case may be, shall reimburse
Yellow within fifteen (15) calendar days of
Yellow's payment of that portion of each TPA
invoice that relates to performance by TPAs
of services on their behalf.

2.6      Miscellaneous Obligations and Claims. Certain miscellaneous
obligations of Yellow and potential claims against third
parties exist which shall be divided between Yellow and SCST
as follows:

2.6.1    Preston Trucking Company, Inc. Claims. Yellow has
incurred certain expenses and has filed a claim in
bankruptcy to recover such expenses stemming from the
bankruptcy of its former subsidiary Preston Trucking
Company, Inc. ("Preston"). Any and all expenses
incurred stemming from the bankruptcy of Preston,
whether ------- already incurred or to be incurred in
the future, shall be the sole responsibility of
Yellow, and Yellow shall be the sole beneficiary of
any payment of the claim in bankruptcy that has been
filed by Yellow against Preston, either for amounts
already claimed or to be claimed in the future,
specifically including any payment or valuation of
the Warrant dated July 15, 1998, to purchase shares
of Preston, that is presently held by Yellow.
Following the Distribution Date, Yellow shall
indemnify and hold SCST harmless in accordance with
Section 4.3 for claims which in any manner relate to
or stem from the bankruptcy of Preston and the former
ownership of Preston by Yellow.

2.6.2    Luciano Transport Litigation. SCST's Subsidiary Saia
is presently engaged in litigation against Luciano
Transport, Inc. ("Luciano") and its owner Luis Saia,
III relating to unpaid interline receivables that are
owed by Luciano to Saia. SCST and/or Saia shall be
solely responsible for the future prosecution of any
claim against Luciano and/or Luis Saia, III for these
unpaid interline receivables after the Distribution
and SCST and/or Saia shall be the recipients of any
and all judgment, settlement or other recovery
ultimately achieved as a result of or in connection
with such litigation against Luciano and Luis Saia,
III, after the payment to Yellow of all expenses,
including without limitation attorneys' fees up to a
maximum of $25,000, that Yellow determines that it or
any of its Subsidiaries (other than SCST or Saia) has
incurred in the prosecution of this claim prior to
the Distribution (together, the "Yellow Luciano
Litigation Expenses"). Amounts received by SCST or
Saia as a result of or in connection with such
litigation shall be paid first to Yellow in full
satisfaction of the Yellow Luciano Litigation

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Expenses, promptly upon receipt thereof by any member
of the SCST Group, and then to SCST or another member
of the SCST Group.

2.6.3    Benesight Litigation. Saia is presently engaged in
litigation against Benesight, Inc. ("Benesight") for
services previously provided by Benesight as the TPA
of Saia's medical plan. SCST and Saia shall solely be
responsible for the future prosecution of any claim
against Benesight and SCST and Saia shall be the
recipients of any and all judgment, settlement or
other recovery ultimately achieved as a result of
such litigation against Benesight, after the payment
to Yellow of all expenses, including without
limitation attorneys' fees up to a maximum of
$20,000, that Yellow determines that it or any of its
Subsidiaries (other than SCST or Saia) has incurred
in the prosecution of this claim prior to the
Distribution (together, the "Yellow Benesight
Litigation Expenses"). Amounts received by SCST or
Saia as a result of or in connection with such
litigation shall be paid first to Yellow in full
satisfaction of the Yellow Benesight Litigation
Expenses, promptly upon receipt thereof by any member
of the SCST Group, and then to SCST or another member
of the SCST Group.

2.6.4    Remaining Action Express Purchase Obligations.
Pursuant to the Purchase Agreement entered into
between Dan and David Fulkerson and Yellow for the
issued and outstanding shares of Action Express, Inc.
(merged into Saia effective March 4, 2001) on
November 3, 1998, future sums are due both Dan and
David Fulkerson in the form of payments under the
terms of their non-compete agreements through January
31, 2006 and January 31, 2005, respectively. The
responsibility for all such payments after the
Distribution shall rest with SCST and/or Saia, and
SCST shall indemnify and hold Yellow harmless for all
damages, payments, costs and expenses incurred by
Yellow after the Distribution Date which relate in
any manner to the Action Express acquisition or
claims for damages from the prior owners of Action
Express allegedly arising out of said acquisition in
accordance with Section 4.3.

2.6.5    Jevic Executive Employment and Severance Agreements.
In connection with the acquisition by Yellow of Jevic
on July 9, 1999, Yellow and Jevic entered into
employment agreements (the "Jevic Employment
Agreements") with certain senior officers of Jevic,
which employment agreements incorporated by reference
severance agreements previously entered into between
said senior officers and Jevic. The responsibility
for any payments under the Jevic Employment
Agreements after the

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Distribution Date shall rest with SCST and Jevic, and
SCST shall indemnify and hold Yellow harmless for all
damages, payments, costs and expenses incurred by
Yellow after the Distribution Date which relate in
any manner to claims for damages or payments under
the Jevic Employment Agreements in accordance with
Section 4.3.

2.6.6    Assignment of Rights. Yellow hereby assigns to SCST
any rights or claims which Yellow has or may have
against any third parties which arise out of the
acquisition by Yellow of Jevic, Smalley
Transportation Company, Johnson Freight Lines, Inc.,
and Action Express, Inc., together with any rights or
claims arising at any time after any such
acquisition.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of Yellow. Yellow represents
and warrants to SCST as follows:

(a)      Organization and Standing. Yellow is a corporation
duly organized, validly existing and in good standing
under the laws of the state of Delaware.

(b)      Authority and Status. Yellow has full power and
authority to execute and deliver this Agreement and
the Tax Sharing Agreement, to perform its obligations
hereunder and under the Tax Sharing Agreement, and to
consummate the transactions contemplated hereby and
under the Tax Sharing Agreement without the necessity
of any act or consent of any other person. Yellow has
taken all necessary and appropriate corporate action,
including obtaining all necessary board consents,
with respect to the execution, delivery, and
performance of this Agreement and the Tax Sharing
Agreement. This Agreement and the Tax Sharing
Agreement to be executed, delivered and performed by
Yellow in connection herewith constitute or will,
when executed and delivered, constitute the valid and
legally binding obligations of Yellow, enforceable
against it in accordance with their respective terms,
except as enforceability may be limited by applicable
equitable principles or by bankruptcy insolvency,
reorganization, moratorium or similar laws from time
to time affecting the enforcement of creditors'
rights generally.

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(c)      Litigation. To the knowledge of Yellow, there is no
claim, litigation, action, suit or proceeding,
administrative or judicial, pending or threatened
against Yellow or related to the business or the
assets transferred pursuant to this Agreement or the
transactions contemplated hereunder, at law or in
equity, before any federal, state, local or foreign
court or regulatory agency, or other governmental
authority, which could result in the institution of
legal proceedings to prohibit or restrain the
consummation or performance of this Agreement or the
transactions contemplated hereby, or claim damages as
a result of this Agreement or the transactions
contemplated hereby.

(d)      No Conflict. Neither the execution and delivery of
this Agreement and the Tax Sharing Agreement nor
compliance with the terms and provisions hereof and
thereof, including, without limitation, the
consummation of the transactions contemplated hereby
and thereby, will conflict with or result in the
breach of any term, condition or provisions of
Yellow's Certificate of Incorporation or By-laws or
applicable law, regulation, or court order.

3.2      Representations and Warranties of SCST. SCST represents and
warrants to Yellow as follows:

(a) Organization and Standing. SCST is a corporation duly
organized, validly existing and in good standing under the laws of the
state of Delaware.

(b) Authority and Status. SCST has full power and authority to
execute and deliver this Agreement and the Tax Sharing Agreement, to
perform its obligations hereunder and thereunder and consummate the
transactions contemplated hereby and thereby without the necessity of
any act or consent of any other person. SCST has taken all necessary
and appropriate corporate action, including obtaining all necessary
board and shareholder consents with respect to the execution, delivery
and performance by SCST of this Agreement and of the Tax Sharing
Agreement. This Agreement and the Tax Sharing Agreement constitute or
will when executed and delivered constitute the valid and legally
binding obligation of SCST enforceable against it in accordance with
their respective terms, except as enforceability may be limited by
applicable, equitable principles or by bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time affecting
the enforcement of creditors rights generally.

(c) No Conflict. Neither the execution and delivery of this
Agreement and the Tax Sharing Agreement nor the terms and provisions
hereof and thereof including, without limitation, the consummation of
the transactions contemplated hereby and thereby will conflict with or
result in the breach of any term, condition or provisions of

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the Certificate of Incorporation or By-laws, as amended and restated,
or applicable law, regulation or court order.

ARTICLE IV

RELATED MATTERS

4.1      Access to Information.

(a) From and after the Distribution Date, each of Yellow and
SCST, on behalf of its respective Group, agrees to provide or cause to
be provided to the other Group any Information in the possession or
under the control of such Group which the requesting party reasonably
needs

(i) to comply with reporting, disclosure, filing or
other requirements imposed on the requesting party (including
under applicable securities laws) by a Governmental Authority
having jurisdiction over the requesting party;

(ii) for use in any other judicial, regulatory,
administrative or other proceeding or in order to satisfy
audit, accounting, claims, regulatory, litigation or other
similar requirements, in each case other than claims or
allegations that one party to this Agreement has against the
other; or

(iii) subject to the foregoing clause (ii), to comply
with its obligations under this Agreement or the Tax Sharing
Agreement;

provided however, that in the event that any party hereto determines
that any such provision of Information could be commercially
detrimental, violate any law or agreement, or waive any attorney-client
privilege, the parties shall take all reasonable measures to permit the
compliance with such obligations in a manner that avoids any such harm
or consequence.

(b) Except as otherwise specifically provided for herein, a
party providing Information or witnesses to the other hereunder shall
be entitled to receive from the recipient, upon the presentation of
appropriate invoices therefore, payments for such amounts relating to
supplies, out-of-pocket expenses, and such other costs, employee time
and disbursements, which may be reasonably incurred in providing such
information or witnesses. Invoices shall be due and payable within
fifteen (15) calendar days of receipt. Employee time shall be billed at
the involved employee's hourly rate for hourly employees with a
four-hour minimum, and salary calculated on a per diem basis for
salaried employees with a one calendar day minimum.

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4.2      Confidentiality. Each of Yellow and its Subsidiaries (other
than SCST and its Subsidiaries) and SCST and its Subsidiaries shall hold and
cause each of their respective officers, directors, employees, agents,
consultants and advisors to hold, in strict confidence, all non-public
information concerning the other party, unless compelled to disclose such
information by judicial or administrative process or, in the opinion of counsel,
by the requirements of law (in which case such party shall promptly notify the
other party so that the other party may seek a protective order or other
appropriate remedy). Each party shall not release or disclose such information
to any other person except its auditors, attorneys, financial advisors, bankers,
subcontractors and other consultants and advisors who have a need to know who
shall be bound by the provisions of this Section 4.2. Each party shall be deemed
to have satisfied its obligations hereunder with respect to confidential
information supplied by the other party if it exercises the same care as it does
to preserving the confidentiality of its own similar information.

4.3      Indemnification.

(a) except as otherwise provided in this Agreement, Yellow
shall indemnify SCST, its Subsidiaries and their officers, directors, managers,
members, employees, agents, affiliates and advisors (collectively, the "SCST
Indemnitees") from and against and shall reimburse such SCST Indemnitees in
respect of any and all Losses resulting from or arising out of (i) any Yellow
Liabilities (whether arising prior to or after the Distribution Date), (ii) the
failure of Yellow to perform any of its obligations under this Agreement in any
material respect, and (iii) all Liabilities arising out of the business,
operations and assets of Yellow and Yellow's Subsidiaries after the Distribution
Date.

(b) Except as otherwise provided in this Agreement, SCST shall
indemnify Yellow, its Subsidiaries and their officers, directors, managers,
members, employees, agents, affiliates and advisors (collectively, the "Yellow
Indemnitees") from and against and shall reimburse such Yellow Indemnitees in
respect of any and all Losses resulting from or arising out of (i) any of the
SCST Liabilities (whether arising prior to or after the Distribution Date), (ii)
the failure of SCST to perform any of its obligations under this Agreement in
any material respect, and (iii) all Liabilities arising out of the business,
operations and assets of SCST and SCST's Subsidiaries after the Distribution
Date.

(c) Any Liabilities not allocated to Yellow or its
Subsidiaries or to SCST or its Subsidiaries hereunder shall be allocated to
either Yellow or SCST by the Chief Executive Officer of Yellow in his sole
discretion.

(d) Neither party shall be liable for indemnification with
respect to any claim for which indemnification may result hereunder unless the
party seeking indemnification (the "Indemnitee") notifies the other party (the
"Indemnifying Party") in writing of the nature of the claim in as much detail as
is feasible within a reasonable time after the facts giving

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rise to such claim are known to the Indemnitee. The Indemnifying Party shall be
entitled to participate at its own expense in the defense or, if it so elects by
a writing delivered to the Indemnitee within thirty (30) calendar days after
receipt of such notice, to assume at its own expense the defense of the matter
giving rise to the claim for indemnification or of any suit brought in
connection with it. If the Indemnifying Party elects to assume a defense and is
reasonably creditworthy or carries insurance so as to make it reasonable to
expect it will be able to discharge an adverse judgment, the defense shall be
conducted by counsel chosen by it. Only one counsel will be provided for the
Indemnitee in any one proceeding regardless of the number of entities or
individuals to be indemnified and the Indemnifying Party shall be able to settle
if it obtains an unconditional release without limitations on future conduct. If
the Indemnitee elects to assume the defense of any such claim or suit and
retains such counsel, the Indemnitee shall bear the fees and expenses of its own
counsel arising out of any legal service thereafter performed by that counsel.
In the event the Indemnitee elects to defend against any such claim it will, so
long as the Indemnifying Party is actively engaged in defense of the claim,
refrain from paying or compromising the claim and will extend its cooperation
and assistance to the Indemnifying Party in its defense against the claim. If
the parties hereto or an Indemnitee are unable to agree upon or settle any claim
for indemnity, either party or an Indemnitee may submit the Indemnitee claim to
the dispute resolution procedure provided for herein. Notwithstanding the
foregoing, there shall be no obligation for one party to indemnify the other for
any dispute in which the amount in controversy is less than $5,000.

4.4 Manner of Payments. Except as otherwise provided in this Agreement,
any reimbursements or other payments to be made on and after the Distribution
Date by any party to any other party hereunder shall be due within fifteen (15)
calendar days of the receipt by the owing party of an invoice or other billing
documentation accompanied by reasonably detailed supporting information.

4.5 Taxes. Yellow and SCST have entered into a Tax Sharing Agreement
regarding their respective rights and obligations with respect to taxes of
Yellow and SCST for all periods prior to the (or including) Distribution and
certain other tax related matters. In the event of any conflict between the
terms of the Tax Sharing Agreement and the terms of this Agreement, the terms of
the Tax Sharing Agreement shall prevail.

4.6 Expenses. Except as otherwise provided in this Agreement or the Tax
Sharing Agreement, all out-of-pocket expenses incurred in connection with the
Distribution up to and including the Distribution Date shall be paid by Yellow.
Thereafter, except as otherwise provided in this Agreement or in the Tax Sharing
Agreement, each party shall bear its own expenses in connection with the
Distribution.

4.7 Non-solicitation. For twenty-four (24) months after the date
hereof, Yellow and SCST shall not, directly or indirectly, offer, induce,
recruit, solicit, influence or attempt to

-20-

influence any employee of the other or any of its subsidiaries to terminate his
or her employment for the purpose of working for the other (without the prior
written consent of the other party). This Section 4.7 shall not prohibit one
party from hiring an employee of the other party if such employment is the
result of an employee's soliciting employment by the employing party without any
inducement or attempt by the employing party to encourage said employee, or if
the employment occurs as a result of a general solicitation for employment by
one party not specifically directed at the other party.

ARTICLE V

DISPUTE RESOLUTION

5.1 Use of Dispute Resolution; Presumptions. Except as otherwise set
forth in the Tax Sharing Agreement, resolution of any and all disputes arising
from or in connection with this Agreement or the Tax Sharing Agreement, whether
based on contract, tort or otherwise (collectively, "Disputes") shall be
exclusively governed by and settled in accordance with the provisions of this
Article V, it being understood and agreed by SCST that any calculation or
determination made by Yellow with respect to or in connection with the
Distribution or this Agreement shall be deemed reasonable and binding on SCST
absent manifest error.

5.2 Negotiation. The parties shall make a good faith attempt to resolve
any Dispute through negotiation. Within fifteen (15) calendar days after notice
of a Dispute is given by either party to the other party, each party shall
select a negotiating team comprised of vice president-level employees of such
party and shall meet within fifteen (15) calendar days after the end of the
first fifteen (15) calendar day negotiating period to attempt to resolve the
matter. During the course of negotiations under this Section 5.2, all reasonable
requests made by one party to the other for Information, including requests for
copies of relevant documents, will be honored. The specific format for such
negotiations will be left to the discretion of the designated negotiating teams
and may include the preparation of agreed upon statements of fact or written
statements of position furnished to the other party.

5.3 Non-binding Mediation. In the event that any Dispute arising out of
or related to this Agreement is not settled by the parties within fifteen (15)
calendar days after the first meeting of the vice president-level negotiating
teams under Section 5.2, the parties will attempt in good faith to resolve such
Dispute by non-binding mediation in accordance with the American Arbitration
Association Commercial Mediation Rules as in effect at such time. Mediation
shall be held within thirty (30) calendar days of the end of such fifteen (15)
calendar day negotiation period of the negotiating teams. Except as provided in
Section 5.4, no litigation for the resolution of such Dispute may be commenced
until the parties attempt in good faith to settle the dispute by such mediation
in accordance with such rules and either party has concluded in good faith that
amicable resolution through continued mediation of the

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matter does not appear likely. The costs of mediation shall be shared equally by
the parties to the mediation. Any settlement reached by mediation shall be
recorded in writing, signed by the parties, and shall be binding on them.

5.4 Proceedings. Nothing herein, however, shall prohibit either party
from initiating litigation or other judicial or administrative proceedings if
there is a substantial likelihood that such party would be substantially harmed
by a failure to act during the time that such good faith efforts are being made
to resolve the Dispute through negotiation or mediation. In the event that
litigation is commenced under this Section 5.4, the parties agree to continue to
attempt to resolve any Dispute according to the terms of Section 5.2 and Section
5.3 during the course of such litigation proceedings under this Section 5.4.

5.5 Continuity of Service and Performance. Unless otherwise agreed in
writing, the parties will continue to provide service on all of the commitments
in this Agreement and the Tax Sharing Agreement during the course of dispute
resolution pursuant to the provisions of this Article V with respect to all
matters not subject to the Dispute.

5.6 Further Assurances. In addition to the actions specifically
provided for elsewhere in this Agreement, each of the parties hereto shall use
its reasonable best efforts to (i) execute and deliver such further documents
and take such other actions as any other party may reasonably request in order
to effectuate the purposes of this Agreement and to carry out the terms hereof,
and (ii) take, or cause to be taken, all actions, and to do or cause to be done
all things reasonably necessary, proper or advisable under applicable law,
regulation and agreements or otherwise to consummate and make effective the
transactions contemplated by this Agreement, including without limitation using
its reasonable best efforts to obtain any consents and approvals and make any
filings and applications necessary or desirable in order to consummate the
transactions contemplated by this Agreement.

ARTICLE VI

MISCELLANEOUS

6.1 Survival. The provisions of this Agreement shall survive the
Distribution Date.

6.2 Entire Agreement. This Agreement supersedes and cancels any and all
previous agreements, written or oral, between the parties relating to the
subject matter hereof. This Agreement and the Tax Sharing Agreement express the
complete and final understanding of the parties with respect to the subject
matter thereto and may not be changed in any way, except as provided in Section
6.3.

6.3 Waiver and Modification. An amendment or modification of this
Agreement will be valid and effective only if it is in writing and signed by
each party to this Agreement.

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In addition, a waiver of any duty, obligation or responsibility of a party under
this Agreement will be valid and effective only if it is evidenced by writing,
signed by or on behalf of the party against whom the waiver or discharge is
sought to be enforced. The waiver by either party of a breach of a provision of
this Agreement will not constitute a waiver of the succeeding breach of the
provision or a waiver of the provision itself.

6.4 Notices. All notices, requests, consents and other communications
hereunder to any parties shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by telecopy confirmed receipt,
nationally recognized overnight courier, or first class registered or certified
mail, return receipt requested, postage pre-paid, addressed to such party at the
address set forth below:

If to Yellow to:

10990 Roe Avenue
Overland Park, KS  66211
Fax:  (913) 696-6116
Attn:  Senior Vice President-Legal and Corporate Secretary
e-mail:  [                    ]

If to SCST to:

One Main Plaza
4435 Main Street, Suite 930
Kansas City, MO  64111
Fax:  (816) 714-5920
Attn:  Vice President and Chief Financial Officer
e-mail:  [                     ]

All notices, request, consents and other communications shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered;
when receipt acknowledged, if telecopied; on the next business day after timely
delivery to the courier, if sent by overnight courier guaranteeing next day
delivery; and five business days after being deposited in the mail, postage
pre-paid, if mailed.

6.5 Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

6.6 Severability. In the event any provision of the Agreement or
portion thereof is found to be wholly or partially invalid, illegal or
unenforceable in any judicial proceeding, then such provision shall be deemed to
be modified or restricted to the extent and in the manner

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necessary to render the same valid and enforceable or shall be deemed excised
from this Agreement, as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law as if such
provision had been originally incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the case
may be.

6.7 Assignment. Neither of the parties shall assign any of its rights
or obligations under this Agreement without the prior written consent of the
other party.

6.8 Choice of Law. This Agreement shall be interpreted under the laws
of the State of Delaware, without giving effect to said state's conflict of laws
principles.

6.9 No Third-Party Beneficiaries. This Agreement is not intended to,
and does not, create any third-party contractual or other rights. No person or
entity shall be deemed to be a third-party beneficiary with respect to this
Agreement.

ARTICLE VII

DEFINED TERMS

7.1      Defined Terms.
-------------

Defined Term                                     Location in Document
------------                                     --------------------
AIT..........................................    2.5.2.2
Agreement....................................    Preamble
Allocated Employees.........................     2.2
Benesight...................................     2.6.3
Billed Cost.................................     2.5.2.3
Collateral..................................     2.5.2.3
Collateral Cost.............................     2.5.2.3
Collateral Requirements.....................     2.5.2.3
Contributed Assets..........................     2.1
Contributed Liabilities.....................     2.1
Disclosure Letter...........................     1.2.1
Disputes....................................     5.1
Distribution................................     Recitals
Distribution Date...........................     1.4
Fractional Shares...........................     1.3
Guarantees..................................     2.5.1
Indemnifying Party..........................     4.3
Indemnitee..................................     4.3

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Jevic.......................................     Recitals
Luciano.....................................     2.6.2
Net Ultimate Liability of Yellow............     2.5.2.2
Preston.....................................     2.6.1
Saia........................................     Recitals
SCST........................................     Preamble
SCST Excess Liability.......................     2.5.2.2
SCST Indemnitees............................     4.3
Separation..................................     Recitals
TPA.........................................     2.5.2.4
Transactions................................     Recitals
Yellow......................................     Preamble
Yellow Benesight Litigation Expenses........     2.6.3
Yellow Indemnitees..........................     4.3
Yellow Luciano Litigation Expenses..........     2.6.2
Yellow Payment..............................     1.2.1

"Action" means any action, claim, suit, arbitration, subpoena,
discovery request, proceeding or investigation by or before any court or grand
jury, any Governmental Authority or arbitration tribunal.

"By-laws" means the By-laws of SCST, substantially in the form of
Exhibit A.

"Certificate of Incorporation" means the Amended and Restated
Certificate of Incorporation of SCST, substantially in the form of Exhibit B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission.

"Consents" means any consents, waivers or approvals from, or
notification requirements to, any third parties.

"Contribution Date" means the Distribution Date or such other date
prior to the Distribution Date as the Yellow Board of Directors may determine.

"Debt Agreements" means each of those agreements listed in paragraph
1.2.1 of the Disclosure Letter.

"Distribution Ratio" means the number of shares of Yellow Common Stock
that a stockholder must own at the Record Date that will entitle such
stockholder to receive one share of SCST Common Stock on the Distribution Date.

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"Distribution Time" means [ ] [p.m.], New York City Time, on the
Distribution Date.

"Effective Date" means the date on which the Registration Statement is
declared effective by the Commission.

"Exchange Act" means the Securities and Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

"Governmental Approvals" means any notices, reports or other filings to
be made, or any consents, registrations, approvals, permits or authorizations to
be obtained from, any Governmental Authority.

"Governmental Authority" means any federal, state, local, foreign or
international court, government, department, commission, board, bureau, agency,
official or other regulatory, administrative or governmental authority.

"Group" means the Yellow Group or the SCST Group, as the context
requires.

"Information" means all administrative records, books, contracts and
instruments, and all computer software (excluding any software not owned by
Yellow or SCST, as the case may be) and computer data and other owned data and
information.

"Information Statement" means the information statement included in the
Registration Statement.

"Letter Ruling" means a private letter ruling received from the
Internal Revenue Service to the effect that, among other things, the
Distribution will qualify as a tax-free distribution for federal income tax
purposes under Section 355 of the Code.

"Liabilities" means any and all indebtedness, liabilities or
obligations, whether accrued, fixed or contingent, mature or inchoate, known or
unknown, reflected on a balance sheet or otherwise, including, but not limited
to, those arising under any law, rule, regulation, Action, order, injunction or
consent decree of any Governmental Authority or any judgment of any court of any
kind or any award of any arbitrator of any kind, and those arising under any
contract, commitment or undertaking.

"Losses" means any and all damages, losses, deficiencies, Liabilities,
obligations, penalties, judgments, settlements, claims, payments, fines,
interest, costs and expenses (including, without limitation, the costs and
expenses of any and all Actions and demands, assessments, judgments, settlements
and compromises relating thereto and the reasonable costs and expenses of
attorneys', accountants', consultants' and other professionals' fees and
expenses

-26-

incurred in the investigation or defense thereof or the enforcement of rights
hereunder), including direct and consequential damages, but excluding punitive
damages (other than punitive damages awarded to any third party against an
Indemnified Party).

"Person" means an individual, a general or limited partnership, a
corporation, a trust, a joint venture, an unincorporated organization, a limited
liability entity, any other entity and any Governmental Authority.

"Record Date" means the close of business on the date to be determined
by Yellow's Board of Directors as the record date for determining stockholders
of Yellow entitled to receive shares of SCST Common Stock in the Distribution.

"Registration Statement" means the Registration Statement (No. ) on
Form 10 filed by SCST with the Commission to effect the registration of the SCST
Common Stock pursuant to the Exchange Act in connection with the Distribution,
as such registration statement may be amended from time to time.

"SCST Common Stock" means the common stock, par value $0.001 per share,
of SCST entitled to one vote per share.

"SCST Group" means SCST, each Subsidiary of SCST and each other Person
that is either controlled directly or indirectly by SCST immediately after the
Distribution Date.

"SCST Liabilities" means any and all Liabilities of SCST or any of its
Subsidiaries of any kind or nature to the extent resulting from or arising out
of the present, past or future operation or conduct of the business, operations
or assets of SCST or of any Subsidiary of SCST, and shall include without
limitation:

(i)      Liabilities resulting from or arising out of the Contributed Assets;

(ii)     Liabilities resulting from or arising out of the Contributed
Liabilities;

(iii)    Liabilities resulting from or arising out of the Allocated Employees;

(iv)     Liabilities resulting from or arising out of the Guarantees;

(v)      Liabilities allocated to SCST pursuant to Section 2.5.2.1;

(vi)     Liabilities resulting from or arising out of the SCST Excess Liability;

(vii)    Liabilities resulting from or arising out of the Collateral Costs;

-27-

(viii)   Liabilities allocated to SCST pursuant to Section 2.5.2.4;

(ix)     Liabilities resulting from or arising out of the litigation described
in Section 2.6.2;

(x)      Liabilities resulting from or arising out of the litigation described
in Section 2.6.3;

(xi)     Liabilities resulting from or arising out of the litigation described
in Section 2.6.4;

(xii)    Liabilities resulting from or arising out of the Jevic Employment
Agreements; and

(xiii)   Liabilities resulting from or arising out of the rights and claims
described in Section 2.6.6.

"Securities Act" means the Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder.

"Subsidiary" of any Person means any corporation, partnership, limited
liability entity, joint venture or other organization, whether incorporated or
unincorporated, of which such Person or a Subsidiary of such a Person, or such
Person and one or more of its Subsidiaries (i) directly or indirectly owns or
controls at least a majority of the securities or interests having by the terms
thereof ordinary voting power to elect at least a majority of the board of
directors or others performing similar functions with respect to such
corporation; (ii) has control, whether contractual or otherwise; (iii) is a
general partner, manager or managing member; or (iv) holds a majority of the
equity interests.

"Tax Sharing Agreement" means that certain Tax Indemnification and
Allocation Agreement by and between Yellow and SCST, substantially in the form
of Exhibit C.

"Third Party Debt" means all debt in addition to that evidenced by the
Debt Agreements listed in paragraph 1.2.1 of the Disclosure Letter residing on
the books of SCST or its subsidiaries as of the Distribution Date and
specifically excludes intercompany debt owed by SCST or its subsidiaries
directly to Yellow. Third Party Debt is listed in paragraph 2.4 of the
Disclosure Letter.

"Yellow Common Stock" means the common stock, par value $1.00 per
share, of Yellow.

"Yellow Group" means Yellow, each Subsidiary of Yellow and each Person
(other than any member of the SCST Group) that is either controlled directly or
indirectly by Yellow immediately after the Distribution Date.

-28-

"Yellow Liabilities" means any and all Liabilities of Yellow or any of
its Subsidiaries (other than SCST and its Subsidiaries) of any kind or nature to
the extent resulting from or arising out of the present, past or future
operation or conduct of the business, operations or assets of Yellow or of any
Subsidiary of Yellow (other than SCST and its Subsidiaries), and shall include
Liabilities resulting from or arising out of the claims described in Section
2.6.1.

S-1

IN WITNESS WHEREOF, the parties have executed this Master Separation
and Distribution Agreement as of the date first above written.

Yellow Corporation                         SCS Transportation, Inc.

By:                                        By:
------------------------                    --------------------------
Name:                                       Name:
Title:                                      Title:

EXHIBIT 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SCS TRANSPORTATION, INC.

The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on February 4, 2000 under
the name of ABC Trucking, Inc., and was amended to change the name of the
Corporation to SCS Transportation, Inc. by Certificate of Amendment filed on
October 1, 2001.

This Amended and Restated Certificate of Incorporation has been duly
proposed by resolutions adopted and declared advisable by the Board of Directors
of the Corporation, duly adopted by the sole stockholder of the Corporation and
duly executed and acknowledged by the officers of the Corporation in accordance
with Sections 103, 228, 242 and 245 of the General Corporation Law of the State
of Delaware.

This Amended and Restated Certificate of Incorporation shall become
effective at 5:00 p.m., Eastern time, on September 30, 2002 (the "Effective
Date").

The text of the Certificate of Incorporation is hereby amended and
restated to read in its entirety as follows:

Article I

NAME

Section 1.01 The name of the Corporation is "SCS Transportation, Inc."
(hereinafter referred to as the "Corporation").

Article II

REGISTERED AGENT

Section 2.01 The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, Wilmington, Delaware. The name of
the registered agent of the Corporation at such address is The Corporation Trust
Company.

-2-

Article III

PURPOSE

Section 3.01 The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may now or hereafter be organized and
incorporated under the General Corporation Law of the State of Delaware (the
"DGCL").

Article IV

AUTHORIZED CAPITAL STOCK

The total number of shares of stock which the Corporation shall have
authority to issue is 50,050,000 shares. Such shares shall consist of 50,000
shares of preferred stock, par value $0.001 per share, amounting to $50 in the
aggregate and 50,000,000 shares of common stock, par value $0.001 per share,
amounting to $50,000 in the aggregate.

Section 4.01 Preferred Stock.

(a) The preferred stock of the Corporation may be issued from time to
time in one or more series of any number of shares, provided that the aggregate
number of shares issued and not canceled in any and all such series shall not
exceed the total number of shares of preferred stock authorized above.

(b) The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of preferred stock from time to
time, in one or more series, by resolution or resolutions and the filing of a
certificate pursuant to the DGCL, to establish the designations, preferences and
rights of each such series and any qualifications, limitations or restrictions
thereof.

Section 4.02 Common Stock.

(a) The common stock of the Corporation may be issued from time to time
in one or more series of any number of shares, provided that the aggregate
number of shares issued and not canceled in any and all such series shall not
exceed the total number of shares of common stock authorized above.

(b) The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of common stock from time to
time, in one or more series, by resolution or resolutions and the filing of a
certificate pursuant to the DGCL, to establish the designations, preferences and
rights of each such series and any qualifications, limitations or restrictions
thereof.

-3-

(c) Without limiting the generality of the foregoing, shares of a
series of common stock consisting of 20,000,000 shares, or such larger number of
shares as the Board of Directors shall from time to time fix by resolution or
resolutions, may be issued from time to time by the Board of Directors. Shares
of this series shall be designated, and are hereinafter called "Common Stock."
The holders of record of the Common Stock shall be entitled to the following
rights:

(i) to vote at all meetings of stockholders of the
Corporation, and such holders shall have one vote at all such meetings
in respect of each share of Common Stock held of record by them;

(ii) subject to the prior rights of the holders of all
classes or series of preferred stock or common stock other than Common
Stock, to receive when, if and as declared by the Board of Directors
out of the assets of the Corporation legally available therefor, such
dividends as may be declared by the Corporation from time to time to
holders of Common Stock; and

(iii) subject to the prior rights of the holders of all
classes or series of preferred stock or common stock other than Common
Stock, at the time outstanding having prior rights as to distribution
of assets upon liquidation, dissolution or winding-up, to receive the
remaining assets of the Corporation upon liquidation, dissolution or
winding-up.

Article V

STOCKHOLDER ACTION

Section 5.01 Except as otherwise fixed by or pursuant to the provisions
of Article IV hereof relating to the rights of the holders of any class or
series of preferred stock or common stock other than Common Stock, (a) all
action required or permitted to be taken by stockholders of the Corporation
shall be taken at a duly called annual or special meeting and no action may be
taken by written consent and (b) special meetings of stockholders of the
Corporation for any purpose or purposes may be called only by (i) the Board of
Directors pursuant to a resolution stating the purpose or purposes thereof
approved by a majority of the total number of Directors which the Corporation
would have if there were no vacancies (the "Whole Board"), (ii) the Chairman of
the Board of Directors, or (iii) the Chief Executive Officer of the Corporation.

-4-

Article VI

BOARD OF DIRECTORS; ELECTION

Section 6.01 Number, Election and Terms. Except as otherwise fixed by
or pursuant to the provisions of Article IV hereof relating to the rights of the
holders of any class or series of preferred stock or common stock other than
Common Stock, the number of the Directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board
(which shall in no event be less than three). The Directors, other than those
who may be elected by the holders of any class or series of preferred stock or
common stock other than Common Stock, shall be classified, with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as possible, one class to be originally elected for a term expiring at
the first annual meeting of stockholders after the Effective Date, another class
to be originally elected for a term expiring at the second annual meeting of
stockholders after the Effective Date, and another class to be originally
elected for a term expiring at the third annual meeting of stockholders after
the Effective Date, with each class to hold office until their successors are
duly elected and qualified. At each succeeding annual meeting of the
stockholders, successors to the class of Directors whose terms expire at such
annual meeting shall be elected for three-year terms, with members of each class
to hold office until their successors are duly elected and qualified.

Section 6.02 Election of Directors. Unless and except to the extent
that the By-laws of the Corporation (the "By-laws") shall so require, the
election of Directors of the Corporation need not be by written ballot.

Article VII

AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 7.01 The Corporation reserves the right at any time from time
to time to amend, alter, change or repeal any provision contained in this
Amended and Restated Certificate of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and, except
as set forth in Article VIII, all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, Directors or any other persons
whomsoever by and pursuant to this Amended and Restated Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
the right reserved in this Article. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least two-thirds of the voting power of all shares of the
Corporation entitled to vote generally in the election of Directors then
outstanding, voting

-5-

together as a single class, shall be required to alter, amend, adopt any
provision inconsistent with or repeal Article V, Article VI, Article VII, and
Article VIII.

Article VIII

EXCULPATION; INDEMNIFICATION

Section 8.01 Exculpation of Directors. A Director shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director, except, if required by the DGCL, for
liability (a) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL, or (d) for any transaction from which the Director
derived an improper personal benefit. Neither the amendment nor repeal of this
Section 8.01 shall eliminate or reduce the effect of this Section 8.01 in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Section 8.01 would accrue or arise, prior to such amendment or repeal.

Section 8.02 Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation or, while a Director or officer of the Corporation,
is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a Director, officer, employee or agent or in any other capacity
while serving as a Director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
DGCL, as the same exists or may hereafter be amended, against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement and excise taxes or penalties arising under the
Employee Retirement Income Security Act of 1974, as in effect from time to time)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators; provided, however, that, except as provided
in paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of

-6-

Directors. The Corporation shall pay the expenses incurred in defending any such
proceeding in advance of its final disposition; any advance payments shall be
paid by the Corporation within 20 calendar days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that, if and to the
extent the DGCL requires, the payment of such expenses incurred by a Director or
officer in such person's capacity as a Director or officer (and not in any other
capacity in which service was or is rendered by such person while a Director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such Director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such Director or officer is not entitled to be indemnified under
this Section 8.02 or otherwise. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification,
and rights to have the Corporation pay the expenses incurred in defending any
proceeding in advance of its final disposition, to any employee or agent of the
Corporation to the fullest extent of the provisions of this Article with respect
to the indemnification and advancement of expenses of Directors and officers of
the Corporation.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section 8.02 is not paid in full by the Corporation within 30 calendar days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper under the circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 8.02 shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of this Amended and Restated Certificate of 

-7-

Incorporation, By-law, agreement, vote of stockholders or disinterested
Directors or otherwise. No repeal or modification of this Article shall in any
way diminish or adversely affect the rights of any Director, officer, employee
or agent of the Corporation hereunder in respect of any occurrence or matter
arising prior to any such repeal or modification.

(d) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any Director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.

(e) Severability. If any provision or provisions of this Article VIII
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of
this Article VIII (including, without limitation, each portion of any paragraph
of this Article VIII containing any such provision held to be invalid, illegal
or unenforceable, that is not itself held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (ii) to
the fullest extent possible, the provisions of this Article VIII (including,
without limitation, each such portion of any paragraph of this Article VIII
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its Chief Executive
Officer and attested by its Secretary this ___ day of _____________ 2002.

-------------------------------------
Name:
--------------------------------
Title:    Chief Executive Officer

-------------------------------------
Name:
--------------------------------
Title:    Secretary
this ____ day of _____________, 2002.

EXHIBIT 3.2

AMENDED AND RESTATED BY-LAWS
OF
SCS TRANSPORTATION, INC.

ARTICLE I
OFFICES AND RECORDS

SECTION 1.01 Delaware Office. The principal office of SCS
Transportation, Inc. (the "Corporation") in the State of Delaware shall be
located in the City of Wilmington, County of New Castle, and the name and
address of its registered agent is The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801.

SECTION 1.02 Other Offices. The Corporation may have such
other offices, either within or without the State of Delaware, as the board of
directors of the Corporation (the "Board of Directors", and each member thereof,
a "Director") may designate or as the business of the Corporation may from time
to time require.

SECTION 1.03 Books and Records. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.

ARTICLE II
STOCKHOLDERS

SECTION 2.01 Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held on such date and at such time as
may be fixed by resolution of the Board of Directors.

SECTION 2.02 Special Meeting. Except as otherwise required by
law and subject to the rights of the holders of any class or series of stock
having a preference over the common stock, par value $0.001 per share, of the
Corporation (the "Common Stock") as to dividends or upon liquidation, special
meetings of stockholders of the Corporation for any purpose or purposes may be
called only by (a) the Board of Directors pursuant to a resolution stating the
purpose or purposes thereof approved by a majority of the total number of
Directors which the Corporation would have if there were no vacancies (the
"Whole Board"), (b) the Chairman of the Board of Directors (the "Chairman of the
Board"), or (c) the Chief Executive Officer of the Corporation (the "Chief
Executive Officer"). Only such business brought before the meeting pursuant to
the Corporation's notice of meeting shall be conducted at a special meeting of
stockholders.

SECTION 2.03 Place of Meeting. The Board of Directors, the
Chairman of the Board, or the Chief Executive Officer, as the case may be, may
designate the place, if any, of meeting for any annual meeting or for any
special meeting of the stockholders. If no designation is so made, the place of
meeting shall be the principal office of the Corporation.

SECTION 2.04 Notice of Meeting. Notice, stating the place, day
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be delivered by the

Corporation not less than ten (10) calendar days nor more than sixty (60)
calendar days before the date on which the meeting is to be held, either
personally, by mail or by other lawful means, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
addressed to the stockholder at such person's address as it appears on the stock
transfer books of the Corporation. Such further notice shall be given as may be
required by law. Meetings may be held without notice if all stockholders
entitled to notice are present (except when stockholders entitled to notice
attend the meeting for the express purpose of objecting, at the beginning of the
meeting, because the meeting is not lawfully called or convened), or if notice
is waived by those not present in accordance with Section 6.04. Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting
of the stockholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such meeting
of stockholders.

SECTION 2.05 Quorum and Adjournment; Voting. Except as
otherwise provided by law or by the Certificate of Incorporation, the holders of
a majority of the voting power of all outstanding shares of the Corporation
entitled to vote generally in the election of Directors (the "Voting Stock")
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders, except that when specified business is to be voted on by a class
or series of stock voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum of such class or series for the
transaction of such business. The chairman of the meeting may adjourn the
meeting from time to time, whether or not there is such a quorum. No notice of
the time and place of adjourned meetings need be given except as required by
law. The stockholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.06 Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing (or in such manner prescribed
by the General Corporation Law of the State of Delaware (the "DGCL")) by the
stockholder, or by such person's duly authorized attorney in fact.

SECTION 2.07 Notice of Stockholder Business and Nominations.

(a)      Annual Meetings of Stockholders.

(i) Nominations of persons for election to
the Board of Directors and the proposal of business to be
considered by the stockholders may be made at an annual
meeting of stockholders (A) pursuant to the Corporation's
notice of meeting pursuant to Section 2.04, (B) by or at the
direction of the Board of Directors, or (C) by any stockholder
of the Corporation who was a stockholder of record at the time
of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law.

(ii) For nominations or other business to be
properly brought before an annual meeting by a stockholder
pursuant to clause (C) of paragraph (a)(i) of this Section
2.07, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder
action. To be timely, a stockholder's notice must be delivered
or mailed to and received at the principal executive offices
of the

2

Corporation and such other business must otherwise be
delivered or mailed to and received at the principal executive
offices of the Corporation not later than the close of
business on the 90th calendar day nor earlier than the 120th
calendar day prior to the anniversary date of the first
mailing of the Corporation's proxy statement for the
immediately preceding year's annual meeting. In no event shall
the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set
forth the following items:

(A) as to each person whom the
stockholder proposes to nominate for
election or reelection as a Director all
information relating to such person that is
required to be disclosed in solicitations of
proxies for election of Directors in an
election contest, or is otherwise required,
in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's
written consent to being named in the proxy
statement as a nominee and to serving as a
Director if elected);

(B) as to any other business that
the stockholder proposes to bring before the
meeting, a brief description of the business
desired to be brought before the meeting,
the text of the proposal or business
(including the text of any resolutions
proposed for consideration and in the event
that such business includes a proposal to
amend these By-Laws, the language of the
proposed amendment), the reasons for
conducting such business at the meeting and
any material interest in such business of
such stockholder and the beneficial owner,
if any, on whose behalf the proposal is
made; and

(C) as to the stockholder giving the
notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is
made (1) the name and address of such
stockholder and of such beneficial owner, as
they appear on the Corporation's books, (2)
the class and number of shares of the
Corporation which are owned beneficially and
of record by such stockholder and such
beneficial owner, (3) a representation that
the stockholder is a holder of record of
stock of the Corporation entitled to vote at
such meeting and intends to appear in person
or by proxy at the meeting to propose such
business or nomination, and (4) a
representation whether the stockholder or
the beneficial owner, if any, intends or is
part of a group which intends (x) to deliver
a proxy statement and/or form of proxy to
holders of at least the percentage of the
Corporation's outstanding capital stock
required to approve or adopt the proposal or
elect the nominee and/or (y) otherwise to

3

solicit proxies from stockholders in support
of such proposal or nomination.

The foregoing notice requirements shall be deemed satisfied by
a stockholder if the stockholder has notified the Corporation
of his or her intention to present a proposal at an annual
meeting in compliance with Rule 14a-8 (or any successor
thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement
that has been prepared by the Corporation to solicit proxies
for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such
proposed nominee to serve as a Director.

(iii) Notwithstanding anything in the second
sentence of paragraph (a)(ii) of this Section 2.07 to the
contrary, in the event that the number of Directors to be
elected to the Board of Directors is increased and there is no
public announcement by the Corporation naming all of the
nominees for Director or specifying the size of the increased
Board of Directors at least 30 calendar days before the date
of the annual meeting, a stockholder's notice required by this
By-Law shall also be considered timely (but only with respect
to nominees for any new positions created by such increase) if
it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close
of business on the 10th calendar day following the day on
which such public announcement is first made by the
Corporation.

(b) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant to the
Corporation's notice of meeting under Section 2.04. Nominations of
persons for election to the Board of Directors may be made at a special
meeting of stockholders at which Directors are to be elected pursuant
to the Corporation's notice of meeting (i) by or at the direction of
the Board of Directors, or (ii) provided that the Board of Directors
has determined that Directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the
time of giving of notice provided for in this By-Law, who shall be
entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-Law. In the event the Corporation calls
a special meeting of stockholders for the purpose of electing one or
more Directors to the Board of Directors, any stockholder may nominate
a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting by
complying with the stockholder's notice requirement of paragraph
(a)(ii) of this Section 2.07 and delivering such notice to the
Secretary at the principal executive offices of the Corporation not
earlier than the close of business on the 120th calendar day prior to
such special meeting and not later than the close of business on the
later of the 90th calendar day prior to such special meeting or the
10th calendar day following the day on which public announcement is
first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a stockholder's
notice as described above.

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(c) General.

(i) Only such persons who are nominated in
accordance with the procedures set forth in this Section 2.07
shall be eligible to serve as Directors and only such business
shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the
procedures set forth in this By-Law. Except as otherwise
provided by law, the Certificate of Incorporation or these
By-Laws, the chairman of the meeting shall have the power and
duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the
procedures set forth in this Section 2.07 (including whether
the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may
be, proxies in support of such stockholder's nominee or
proposal in compliance with such stockholder's representation
as required by clause (a)(ii)(C)(4) of this Section 2.07) and,
if any proposed nomination or business is not in compliance
with this By-Law, to declare that such defective proposal or
nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 2.07, if the stockholder (or a
qualified representative of the stockholder) does not appear
at the annual or special meeting of stockholders of the
Corporation to present a nomination or business, such
nomination shall be disregarded and such proposed business
shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the
Corporation.

(ii) For purposes of this By-Law, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.

(iii) Notwithstanding the foregoing
provisions of this Section 2.07, a stockholder shall also
comply with all applicable requirements of the Exchange Act
and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.07. Nothing in this
Section 2.07 shall be deemed to affect any rights (a) of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (b) of the holders of any series of preferred
stock of the Corporation ("Preferred Stock") to elect
Directors in accordance with the rights of such Preferred
Stock as contained in the Certificate of Incorporation.

SECTION 2.08 Procedure for Election of Directors; Required
Vote for Other Matters. Election of Directors at all meetings of the
stockholders at which Directors are to be elected shall be by ballot, and,
subject to the rights of the holders of any series of Preferred Stock to elect
Directors contained in the Certificate of Incorporation, a plurality of the
votes cast thereat shall elect Directors. Except as otherwise provided by law,
the Certificate of Incorporation, applicable stock exchange rules or other rules
and regulations applicable to the Corporation or these By-Laws, in all matters
other than the election of Directors, the affirmative vote of a majority of the
voting

5

power of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.

SECTION 2.09 Inspectors of Elections; Opening and Closing the
Polls.

(a) The Board of Directors by resolution shall
appoint, or authorize an officer of the Corporation to appoint, one or
more inspectors, which inspector or inspectors may include individuals
who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act
at the meetings of stockholders and make a written report thereof. One
or more persons may be designated as alternate inspector(s) to replace
any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before discharging such person's duties
shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of such
person's ability. The inspector(s) shall have the duties prescribed by
law.

(b) The date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over
the meeting. The Board of Directors may adopt by resolution such rules
and regulations for the conduct of the meeting of stockholders as it
shall deem appropriate. Except to the extent inconsistent with such
rules and regulations as adopted by the Board of Directors, the person
presiding over any meeting of stockholders shall have the right and
authority to convene and to adjourn the meeting, to prescribe such
rules, regulations and procedures and to do all such acts as, in the
judgment of such presiding officer, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding
officer of the meeting, may include, without limitation, the following:
(i) an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the
meeting to stockholders of record of the Corporation, their duly
authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by
participants. The presiding officer at any meeting of stockholders in
addition to making any other determinations that may be appropriate to
the conduct of the meeting, shall, if the facts warrant, determine and
declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding officer should so
determine, such person shall so declare to the meeting that any such
matter or business not properly brought before the meeting shall not be
transacted or considered. Unless and to the extent determined by the
Board of Directors or the person presiding over the meeting, meetings
of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.

ARTICLE III
BOARD OF DIRECTORS

SECTION 3.01 General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to

6

the powers and authorities by these By-Laws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

SECTION 3.02 Chairman of the Board. The Board of Directors
shall elect a member of the Board of Directors as Chairman of the Board at its
first meeting after every annual meeting of stockholders. The Chairman of the
Board shall hold office until his successor is elected and qualified or until
his earlier resignation, removal from office (as Chairman of the Board or
director) or death except as otherwise required by law. The Chairman of the
Board shall preside at all meetings of the stockholders and of the Board of
Directors. The Chairman of the Board may also serve as an officer of the
Corporation, if so elected by the Board of Directors. The Directors also may
elect a Vice-Chairman to act in the place of the Chairman of the Board upon his
or her absence or inability to act.

SECTION 3.03 Regular Meetings. A regular meeting of the Board
of Directors shall be held without other notice than this By- Law in conjunction
with the annual meeting of stockholders. The Board of Directors may, by
resolution, provide the time and place for the holding of additional regular
meetings without other notice than such resolution.

SECTION 3.04 Special Meetings. Special meetings of the Board
of Directors shall be called at the request of the Chairman of the Board, the
Chief Executive Officer or a majority of the Board of Directors then in office.
The person or persons authorized to call special meetings of the Board of
Directors may fix the place and time of the meetings.

SECTION 3.05 Notice. Notice of any special meeting of
Directors shall be given to each Director at such person's business or residence
in writing by hand delivery, first-class or overnight mail or courier service,
telegram or facsimile transmission, orally by telephone or any other lawful
means. If mailed by first-class mail, such notice shall be deemed adequately
delivered when deposited in the United States mails so addressed, with postage
thereon prepaid, at least 5 calendar days before such meeting. If by telegram,
overnight mail or courier service, such notice shall be deemed adequately
delivered when the telegram is delivered to the telegraph company or the notice
is delivered to the overnight mail or courier service company at least 24 hours
before such meeting. If by facsimile transmission, such notice shall be deemed
adequately delivered when the notice is transmitted at least 12 hours before
such meeting. If by telephone, by hand delivery or by other lawful means, the
notice shall be given at least 12 hours prior to the time set for the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice of
such meeting, except for amendments to these By-Laws, as provided under Section
8.01. A meeting may be held at any time without notice if all the Directors are
present (except when Directors attend for the express purpose of objecting, at
the beginning of the meeting, because it is not lawfully called or conveyed) or
if those not present waive notice of the meeting either before or after such
meeting.

SECTION 3.06 Action By Consent of Board of Directors. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in accordance with applicable law.

7

SECTION 3.07 Conference Telephone Meetings. Members of the
Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

SECTION 3.08 Quorum. Subject to Article VII of the Certificate
of Incorporation, a whole number of Directors equal to at least a majority of
the Whole Board shall constitute a quorum for the transaction of business, but
if at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of the Directors present may adjourn the meeting from time
to time without further notice. The act of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 3.09 Executive and Other Committees.

(a) The Board of Directors may designate an Executive
Committee to exercise, subject to applicable provisions of law, all the
powers of the Board of Directors in the management of the business and
affairs of the Corporation when the Board of Directors is not in
session, including without limitation the power to declare dividends,
to authorize the issuance of the Corporation's capital stock and to
adopt a certificate of ownership and merger pursuant to Section 253 of
the DGCL, by resolution similarly adopted, designate one or more other
committees. The Executive Committee and each such other committee shall
consist of one or more Directors. The Board of Directors may designate
one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee. Any such committee, other than the Executive Committee (the
powers of which are expressly provided for herein), may to the extent
permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and
not disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.
Each committee shall keep written minutes of its proceedings and shall
report such proceedings to the Board of Directors when required.

(b) A majority of any committee may determine its
action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. Notice of such meetings shall be
given to each member of the committee in the manner provided for in
Section 3.05. The Board of Directors shall have power at any time to
fill vacancies in, to change the membership of or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board of
Directors from appointing one or more committees consisting in whole or
in part of persons who are not Directors; provided, however, that no
such committee shall have or may exercise any authority of the Board of
Directors.

SECTION 3.10 Records. The Board of Directors shall cause to be
kept a record containing the minutes of the proceedings of the meetings of the
Board of Directors and of the stockholders, appropriate stock books and
registers and such books of records and accounts as may be necessary for the
proper conduct of the business of the Corporation.

8

SECTION 3.11 Compensation of Directors. Directors, as such,
may receive, pursuant to resolution of the Board of Directors, fixed fees and
other compensation for their services as directors, including, without
limitation, their services as members of committees of the directors.

ARTICLE IV
OFFICERS

SECTION 4.01 Elected Officers. The elected officers of the
Corporation shall consist of a Chief Executive Officer, a President (who may be,
but need not be, the Chief Executive Officer), a Secretary, and a Chief
Financial Officer. The Board of Directors may elect such additional officers as
it deems necessary, including Vice Presidents and Assistant Secretaries. All
officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the specific
provisions of this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. Any number of offices may be held by the same individual,
except that the offices of President and Secretary may not be held by the same
individual.

SECTION 4.02 Election and Term of Office. The elected officers
of the Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held in conjunction with the annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until such person's successor shall have been duly
elected and shall have qualified or until such person's death or until he shall
resign or be removed pursuant to Section 4.08.

SECTION 4.03 Chief Executive Officer. The Chief Executive
Officer shall be the senior officer of the Corporation and shall be responsible
for the supervision and control of all of the business and affairs of the
Corporation. In addition, he shall perform all such other duties as are properly
required of him by the Board of Directors. He shall make reports to the Board of
Directors and the stockholders, and shall see that all orders and resolutions of
the Board of Directors and of any committee thereof are carried into effect.

SECTION 4.04 President. The President shall act in a general
executive capacity and shall assist the Chief Executive Officer in the
administration and operation of the Corporation's business and general
supervision of its policies and affairs. The President shall act in the place of
the Chief Executive Officer in his absence or in the event of his death,
inability or refusal to act. He shall perform all duties and have all powers
which are delegated him by the Board of Directors or the Chief Executive
Officer. He shall have power to sign all stock certificates, contracts and other
instruments of the Corporation which are authorized. In the event of the
absence, death, inability or refusal to act of the President, the officer
designated by the Board of Directors shall perform the duties and exercise the
powers of the President. If the Board of Directors does not elect a Chief
Executive Officer, the President shall also perform the duties and exercise the
powers of the Chief Executive Officer.

SECTION 4.05 Vice Presidents. Each Senior Vice President,
Executive Vice President and any Vice President shall have such powers and shall
perform such duties as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer or the President.

9

SECTION 4.06 Chief Financial Officer. The Chief Financial
Officer shall exercise general supervision over the receipt, custody and
disbursement of corporate funds. The Chief Financial Officer shall cause the
funds of the Corporation to be deposited in such banks as may be authorized by
the Board of Directors, or in such banks as may be designated as depositories in
the manner provided by resolution of the Board of Directors. In general, the
Chief Financial Officer shall perform the duties incident to the office of Chief
Financial Officer and such further duties as from time to time may be assigned
by the Board of Directors, the Chief Executive Officer or the President.

SECTION 4.07 Secretary. The Secretary shall keep or cause to
be kept in one or more books provided for that purpose, the minutes of all
meetings of the Board of Directors, the committees of the Board of Directors and
the stockholders. The Secretary shall see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed. The Secretary shall see that all notices are
duly given in accordance with the provisions of these By-Laws and as required by
law and shall be custodian of the records and the seal of the Corporation. In
general, the Secretary shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
Board of Directors, the Chief Executive Officer or the President.

SECTION 4.08 Removal. Any officer elected, or agent appointed,
by the Board of Directors may be removed by the affirmative vote of a majority
of the Board of Directors whenever, in their judgment, the best interests of the
Corporation would be served thereby. Any officer or agent appointed by the Chief
Executive Officer or the President may be removed by him or her whenever, in
such person's judgment, the best interests of the Corporation would be served
thereby. No elected officer shall have any contractual rights against the
Corporation for compensation by virtue of such election beyond the date of the
election of such person's successor, such person's death, such person's
resignation or such person's removal, whichever event shall first occur, except
as otherwise provided in an employment contract or under an employee benefit
plan.

SECTION 4.09 Vacancies. A newly created elected office and a
vacancy in any elected office because of death, resignation, or removal may be
filled by the Board of Directors for the unexpired portion of the term at any
meeting of the Board of Directors. Any vacancy in an office appointed by the
Chief Executive Officer or the President because of death, resignation, or
removal may be filled by the Chief Executive Officer or the President.

ARTICLE V
STOCK CERTIFICATES AND TRANSFERS

SECTION 5.01 Stock Certificates. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the Corporation may from time to time prescribe. The
certificates of stock shall be signed, countersigned and registered in such
manner as the Board of Directors may by resolution prescribe or as may otherwise
be permitted by applicable law, which resolution may permit all or any of the
signatures on such certificates to be in facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date

10

of issue. Notwithstanding the foregoing provisions regarding share certificates,
the Corporation may provide that, subject to the rights of stockholders under
applicable law, some or all of any or all classes or series of the Corporation's
common or any preferred shares may be uncertificated shares.

SECTION 5.02 Transfers of Stock. The shares of the stock of
the Corporation shall be transferred on the books of the Corporation by the
holder thereof in person or by such person's attorney, upon surrender for
cancellation of certificates for at least the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.

SECTION 5.03 Registered Shareholders. The Corporation shall be
entitled to treat the holder of record of any share or shares as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

SECTION 5.05 Fixing of Record Date. The Board of Directors may
fix in advance a date, not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect, as a record date for the determination
of the stockholders entitled to notice of, and to vote at any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or entitled to exercise the rights in respect
of any such change, conversion or exchange of shares. In such case only the
stockholders who are stockholders of record on the record date so fixed shall be
entitled to such notice of and to vote at such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the date of closing
of the transfer books or the record date fixed as aforesaid.

SECTION 5.07 Lost, Stolen or Destroyed Certificates. No
certificate for shares of stock in the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the Corporation of a bond of indemnity in such amount, upon such terms and
secured by such surety, as the Board of Directors or any financial officer may
in its or such person's discretion require.

ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01 Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January and end on the last day of December of
each year.

11

SECTION 6.02 Dividends. The Board of Directors may from time
to time declare, and the Corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation.

SECTION 6.03 Seal. The corporate seal shall have inscribed
thereon the words "Corporate Seal," the year of incorporation and the word
"Delaware."

SECTION 6.04 Waiver of Notice. Whenever any notice is required
to be given to any stockholder or Director under the provisions of the DGCL or
these By-Laws, a waiver thereof given in accordance with applicable law shall be
deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any annual or special meeting of the
stockholders or the Board of Directors or committee thereof need be specified in
any waiver of notice of such meeting.

SECTION 6.05 Audits. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors, and
it shall be the duty of the Board of Directors to cause such audit to be done
annually.

SECTION 6.06 Resignations. Any Director or any officer,
whether elected or appointed, may resign at any time by giving written notice of
such resignation to the Chairman of the Board, the Chief Executive Officer, the
President or the Secretary, and such resignation shall be deemed to be effective
as of the close of business on the date said notice is received by the Chairman
of the Board, the Chief Executive Officer, the President, or the Secretary, or
at such later time as is specified therein. No formal action shall be required
of the Board of Directors or the stockholders to make any such resignation
effective.

ARTICLE VII
CONTRACTS, PROXIES, ETC.

SECTION 7.01 Contracts. Except as otherwise required by law,
the Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board of Directors may determine. The
Chief Executive Officer, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed or for or
on behalf of the Corporation. Subject to any restrictions imposed by the Board
of Directors, either the Chief Executive Officer, the President or any Vice
President of the Corporation may delegate contractual powers to others under
such person's jurisdiction, it being understood, however, that any such
delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.

SECTION 7.02 Proxies. Unless otherwise provided by resolution
adopted by the Board of Directors, the Chief Executive Officer, the President or
any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holders of stock or other securities in any other entity, any of whose stock
or other securities may be held by the Corporation, at meetings of the holders
of the stock or other securities of such other

12

entity, or to consent in accordance with applicable law, in the name of the
Corporation as such holder, to any action by such other entity, and may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, all such
proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VIII
AMENDMENTS

SECTION 8.01 Amendments. The By-Laws may be altered or
repealed and new By-Laws may be adopted (a) at any annual or special meeting of
stockholders by the affirmative vote of the holders of a majority of the voting
power of the Voting Stock, voting as a single class; provided, however, that any
proposed alteration or repeal of, or the adoption of any By-Law inconsistent
with, Section 2.02, Section 2.07, or Section 8.01 of these By-Laws by the
stockholders shall require the affirmative vote of the holders of at least
two-thirds of the voting power of all Voting Stock then outstanding, voting
together as a single class, and provided, further, however, that, in the case of
any such stockholder action at a special meeting of stockholders, notice of the
proposed alteration, repeal or adoption of the new By-Law or By-Laws must be
contained in the notice of such special meeting, or (b) by the affirmative vote
of a majority of the Whole Board.

13

I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the By-Laws of SCS Transportation, Inc., a Delaware corporation,
as in effect on the date hereof.

Dated:  ___________, 2002

__________________________________
Name: ____________________________
Title: ___________________________

14

EXHIBIT 4.1

COMMON STOCK                                                        COMMON STOCK

RIGHTS ATTACHED TO THIS CERTIFICATE DESCRIBED ON REVERSE

[SCS TRANSPORTATION, INC. LOGO]

This certificate is                          SCS TRANSPORTATION, INC.                CUSIP 81111T 10 2
transferable in New York, NY          INCORPORATED UNDER THE LAWS OF DELAWARE        See reverse for certain definitions
and Ridgefield Park, NJ

This Certifies that 

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PER SHARE, OF
SCS TRANSPORTATION, INC.

(the "Corporation"), transferable on the books of the Corporation by the record
holder hereof, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

In Witness Whereof the Corporation has caused this Certificate to be
signed by the facsimile signature of its duly authorized officers.

Chairman, President and Chief Executive Officer        DATED

Vice President-Finance and Chief Financial Officer     COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
[SCS TRANSPORTATION INC. SEAL]     TRANSFER AGENT AND REGISTRAR
BY

AUTHORIZED SIGNATURE

The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof which
the Corporation is authorized to issue, and the qualifications, limitations or
restrictions of such preferences and/or rights. Any such request may be
addressed to the Secretary of the Corporation or the Transfer Agent named on the
face hereof. 

This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement dated as of __________________
between the Corporation and Mellon Investor Services LLC (the "Rights
Agreement"), as it may from time to time be supplemented or amended, the terms
of which are incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Corporation. Under certain circumstances,
as set forth in the Rights Agreement, such Rights may expire or may be redeemed,
exchanged or be evidenced by separate certificates and no longer be evidenced by
this certificate. The Corporation will mail to the holder of this certificate a
copy of the Rights Agreement without charge promptly after receipt of a written
request therefor. Under certain circumstances, Rights issued to or held by
Acquiring Persons or their Affiliates or Associates (as defined in the Rights
Agreement) and any subsequent holder of such Rights may become null and void.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM      - as tenants in common              UNIF GIFT MIN ACT - _____________Custodian______________
TEN ENT      - as tenants by the entireties                             (Cust)                (Minor)
JT TEN       - as joint tenants with right                        under Uniform Gifts to Minors Act______
survivorship and not as tenants                                                     (State)
in common

Additional abbreviations may also be used though not in the above list.

For value received, _______________________________________________ hereby sell,
assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE 

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

--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE

__________________________________________________________________________shares
of common stock represented by the within certificate and do hereby irrevocably 
constitute and appoint__________________________________________________________
________________________________________________________________________attorney
to transfer the said stock on the books of the within named corporation with 
full power of substitution in the premises.

Dated__________________________________
SIGNATURE OF REGISTERED OWNER(S): 

X____________________________________
(SIGNATURE) 

NOTICE:

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) OF THE
REGISTERED OWNER(S) AS WRITTEN UPON THE 
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY 
CHANGE WHATEVER. 

X____________________________________
(SIGNATURE) 

THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(AS DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

EXHIBIT 4.2

RIGHTS AGREEMENT

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

SCS TRANSPORTATION, INC.

and

MELLON INVESTOR SERVICES LLC

Rights Agent

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

Dated as of August ___ , 2002

INDEX

Page
----

Section 1.        Certain Definitions.............................................................................2

Section 2.        Appointment of Rights Agent.....................................................................5

Section 3.        Issue of Right Certificates.....................................................................5

Section 4.        Form of Right Certificates......................................................................7

Section 5.        Countersignature and Registration...............................................................8

Section 6.        Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates....................................................9

Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights...................................9

Section 8.        Cancellation and Destruction of Right Certificates.............................................11

Section 9.        Reservation and Availability of Shares of Preferred Stock......................................11

Section 10.       Preferred Stock Record Date....................................................................12

Section 11.       Adjustment of Purchase Price, Number of Shares or Number of Rights.............................13

Section 12.       Certificate of Adjusted Purchase Price or Number of Shares.....................................19

Section 13.       Consolidation, Merger or Sale or Transfer of Assets or Earning Power...........................20

Section 14.       Fractional Rights and Fractional Shares........................................................22

Section 15.       Rights of Action...............................................................................23

Section 16.       Agreement of Right Holders.....................................................................24

Section 17.       Right Certificate Holder Not Deemed a Stockholder..............................................25

Section 18.       Concerning the Rights

Agent....................................................................25

Section 19.       Merger or Consolidation or Change of Name of Rights Agent......................................26

Section 20.       Duties of Rights Agent.........................................................................26

Section 21.       Change of Rights Agent.........................................................................28

Section 22.       Issuance of New Right Certificates.............................................................29

i

Section 23.       Redemption and Termination.....................................................................30

Section 24.       Exchange.......................................................................................30

Section 25.       Notice of Proposed Actions.....................................................................32

Section 26.       Notices........................................................................................33

Section 27.       Supplements and Amendments.....................................................................33

Section 28.       Successors.....................................................................................34

Section 29.       Benefits of This Rights Agreement..............................................................34

Section 30.       Severability...................................................................................34

Section 31.       Governing Law..................................................................................35

Section 32.       Counterparts...................................................................................35

Section 33.       Descriptive Headings...........................................................................35

Exhibit A         Form of Certificate of Designations for
Series A Junior Participating
Preferred Stock
Exhibit B         Form of Right Certificate
Exhibit C         Summary of Preferred Stock Purchase Rights

RIGHTS AGREEMENT

This Rights Agreement, dated as of August __, 2002 is entered
into between SCS TRANSPORTATION, INC., a Delaware corporation (the "Company")
and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company (the
"Rights Agent").

WITNESSETH

WHEREAS, on August __, 2002, the Board of Directors of the
Company authorized and declared a dividend distribution of one right
(hereinafter referred to as a "Right") for each share of Common Stock, par value
$0.001 per share, of the Company outstanding at the close of business on
[September 30], 2002 (the "Record Date"), (other than shares of such Common
Stock held in the Company's treasury on such date) and has authorized the
issuance of one Right in respect of each share of Common Stock of the Company
issued between the Record Date (whether originally issued or issued from the
Company's treasury) and the Distribution Date (as such term is defined in
Section 3 hereof), each Right representing the right to purchase one
one-ten-thousandth of a share of Series A Junior Participating Preferred Stock
of the Company having the rights, powers and preferences set forth in the form
of Certificate of Designations attached hereto as Exhibit A, upon the terms and
subject to the conditions hereinafter set forth (the "Rights"); and

ii

WHEREAS, the Company desires to appoint the Rights Agent to
act as provided herein, and the Rights Agent is willing to so act.

NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Rights
Agreement, the following terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person (as hereinafter
defined) who or which, together with all Affiliates (as hereinafter defined) and
Associates (as hereinafter defined) of such Person, without the Prior Written
Approval of the Company (as hereinafter defined), shall be the Beneficial Owner
(as hereinafter defined) of securities of the Company constituting 15% or more
of the Voting Power (as hereinafter defined) of the Company or was such a
Beneficial Owner at any time after the date hereof, whether or not such Person
continues to be the Beneficial Owner of securities representing 15% or more of
the Voting Power of the Company, but shall not include (i) the Company, any
Subsidiary of the Company, any employee benefit plan or compensation arrangement
of the Company or any Subsidiary of the Company, or any entity holding
securities of the Company to the extent organized, appointed or established by
the Company or any Subsidiary of the Company for or pursuant to the terms of any
such employee benefit plan or compensation arrangement or (ii) any Person who or
which, together with all Affiliates and Associates of such Person, inadvertently
may become the Beneficial Owner of securities of the Company representing 15% or
more of the Voting Power of the Company or otherwise becomes such a Beneficial
Owner without a plan or intention to acquire control of the Company, so long as
such Person, individually or together with the Affiliates and Associates of such
Person, promptly enters into, and delivers to the Company, an irrevocable
commitment promptly to divest, and thereafter promptly divests (without
exercising or retaining any power, including voting, with respect to such
securities), sufficient securities of the Company so that such Person, together
with all Affiliates and Associates of such Person, ceases to be the Beneficial
Owner of 15% or more of the Voting Power of the Company. Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of voting securities of the Company by the Company which, by
reducing the amount of such securities outstanding, increases the proportionate
voting power of such securities beneficially owned by such Person to 15% or more
of the Voting Power of the Company; provided, however, that if a Person becomes
the Beneficial Owner of securities constituting 15% or more of the Voting Power
of the Company by reason of purchases by the Company and shall, after such
purchases by the Company, become the Beneficial Owner of any additional voting
securities of the Company without the Prior Written Approval of the Company,
then such Person shall be deemed to be an Acquiring Person.

(b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on the date hereof.

(c) A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own", any securities:

2

(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or indirectly as
determined pursuant to Rule 13d-3 of the General Rules and Regulations
under the Exchange Act, as in effect on the date hereof;

(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire (whether such
right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), or
upon the exercise of conversion rights, exchange rights, rights (other
than these Rights), warrants or options, or otherwise, provided,
however, that a Person shall not be deemed the "Beneficial Owner" of
securities tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for payment or
exchange; or (B) the right to vote pursuant to any agreement,
arrangement or understanding, provided, however, that a Person shall
not be deemed the "Beneficial Owner" of any security under this clause
(B) if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given in
response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations under the
Exchange Act and (2) is not also then reportable by such person on
Schedule 13D under the Exchange Act (or any comparable or successor
report); or

(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy or consent as described in
clause (B) of subparagraph (ii) of this paragraph (c)) or disposing of
any securities of the Company.

Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the Company, shall
mean the number of such securities then issued and outstanding together with the
number of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder.

(d) "Board of Directors" shall mean the Board of Directors of
the Company as constituted from time to time.

(e) "Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of Missouri or the
State of New Jersey are authorized or obligated by law or executive order to
close.

(f) "Close of Business" on any given date shall mean 5:00
P.M., Kansas City, Missouri time, on such date; provided, however, that if such
date is not a Business Day it shall mean 5:00 P.M., Kansas City, Missouri time,
on the next succeeding Business Day.

3

(g) "Common Stock" shall mean the Common Stock, par value
$0.001 per share, of the Company, except that "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock with
the greatest Voting Power of such Person or the equity securities or other
equity interest having power to control or direct the management of such Person
or, if such Person is a Subsidiary (as hereinafter defined) of another Person,
of the Person which ultimately controls such first mentioned Person and which
has issued and outstanding such capital stock, equity securities or equity
interests.

(h) "Company" shall have the meaning set forth in the Preamble
of this Rights Agreement.

(i) "Distribution Date" shall have the meaning set forth in
Section 3 hereof.

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

(k) "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

(l) "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.

(m) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company or other entity, and shall include any
successor (by merger or otherwise) of any such entity.

(n) "Preferred Stock" shall mean the Series A Junior
Participating Preferred Stock, par value $0.001 per share, of the Company.

(o) "Prior Written Approval of the Company" shall mean prior
express written consent of the Company to the actions in question, executed on
behalf of the Company by a duly authorized officer of the Company following
express approval by action of at least a majority of the members of the Board of
Directors then in office.

(p) "Purchase Price" shall have the meaning set forth in
Section 4 hereof.

(q) "Record Date" shall have the meaning set forth in the
Recitals of this Rights Agreement.

(r) "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.

(s) "Right" shall have the meaning set forth in the Preamble
of this Rights Agreement.

(t) "Rights Agent" shall (i) have the meaning set forth in the
Preamble of this Rights Agreement, (ii) mean any successor to or replacement of
Mellon Investor Services LLC as provided in Sections 19 or 21 hereof, or (iii)
mean any additional Person appointed pursuant to Section 2 hereof.

4

(u) "Rights Agreement" shall have the meaning set forth in the
Preamble of this Rights Agreement.

(v) "Section 11(b) Event" shall have the meaning set forth in
Section 11(b) hereof.

(w) "Section 13 Event" shall mean an event described in
clauses (x), (y) or (z) of Section 13(a) hereof.

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

(y) "Stock Acquisition Date" shall mean the earlier of (i) the
first date of public announcement by the Company or a Person that an Acquiring
Person has become an Acquiring Person, or (ii) the date on which the Company
first has notice, direct or indirect, or otherwise determines that a Person has
become an Acquiring Person.

(z) "Subsidiary" shall mean, with respect to any Person, any
other Person of which securities or other ownership interests having ordinary
Voting Power, in the absence of contingencies, to elect a majority of the board
of directors (or other persons performing similar functions) of such other
Person are at the time directly or indirectly owned by such Person or one or
more of such Person's Subsidiaries, except that "Subsidiary" when used with
reference to the Company shall mean any Person of which either a majority of the
Voting Power of the voting equity securities or a majority of the equity
interests is owned, directly or indirectly, by the Company.

(aa) "Voting Power" shall mean the voting power of all
securities of a Person then outstanding generally entitled to vote for the
election of directors of the Person (or, where appropriate, for the election of
persons performing similar functions).

Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such Co-Rights Agents as
it may deem necessary or desirable upon ten (10) days' prior written notice to
the Rights Agent. The Rights Agent shall have no duty to supervise, and in no
event shall be liable for, the acts or omissions of any such Co-Rights Agent.

Section 3. Issue of Right Certificates.

(a) Until the earlier of (i) the Close of Business on the
tenth Business Day after the Stock Acquisition Date or (ii) the Close of
Business on the tenth Business Day (or such later date as may be determined by
action of the Board of Directors but in no event later than the tenth Business
Day after such time as any Person becomes an Acquiring Person) after the date
that a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan or compensation arrangement
of the Company or of any Subsidiary of the Company, or any entity holding
securities of the Company to the extent organized, appointed or established by
the Company or any Subsidiary of the Company for or pursuant to the terms of any
such employee benefit plan or compensation arrangement) is first published or
sent or given within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act,

5

without the Prior Written Approval of the Company, which tender or exchange
offer would result in any Person becoming the Beneficial Owner of Voting Power
aggregating 15% or more of the outstanding Voting Power (including any such date
which is after the date of this Rights Agreement and prior to the issuance of
the Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (y) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be Right Certificates) and
not by separate Right Certificates, as more fully set forth below, and (z) the
Rights (and the right to receive certificates therefor) will be transferable
only in connection with the transfer of the underlying shares of Common Stock,
as more fully set forth below. As soon as practicable after the Company has (i)
notified the Rights Agent in writing of the occurrence of the Distribution Date,
(ii) provided the Rights Agent with specific written instruction, and (iii)
provided the Rights Agent with all other relevant information which the Rights
Agent may request, the Company shall prepare and execute, and the Rights Agent
shall countersign and send, by first class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a right certificate, in substantially the form of Exhibit B hereto (the
"Right Certificate"), evidencing one Right for each share of Common Stock so
held, subject to adjustment as provided herein. As of and after the Distribution
Date, the Rights will be evidenced solely by such Right Certificates. Until the
Rights Agent receives written notice of the Distribution Date from the Company,
the Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.

(b) On the Record Date or as soon as practicable thereafter,
the Company will send a copy of a Summary of Rights to Purchase Preferred Stock,
in substantially the form of Exhibit C hereto (the "Summary of Rights"), by
first-class, postage prepaid mail, to each record holder of the Common Stock as
of the Close of Business on the Record Date, at the address of such holder shown
on the records of the Company. With respect to certificates for the Common Stock
outstanding as of the Record Date, until the Distribution Date (or the earlier
redemption, expiration or termination of the Rights), the Rights will be
evidenced by such certificates for the Common Stock registered in the names of
the holders of the Common Stock and the registered holders of the Common Stock
shall also be registered holders of the associated Rights. Until the
Distribution Date (or the earlier redemption, expiration or termination of the
Rights), the surrender for transfer of any of the certificates for the Common
Stock outstanding in respect of which Rights have been issued shall also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.

(c) Certificates for the Common Stock issued after the Record
Date but prior to the earlier of the Distribution Date or the redemption,
expiration or termination of the Rights shall be deemed also to be certificates
for Rights and shall have impressed, printed or written on, or otherwise affixed
to them a legend substantially to the following effect:

This certificate also evidences and entitles the holder hereof
to certain Rights as set forth in a Rights Agreement between
SCS Transportation, Inc. (the "Company") and Mellon Investor
Services LLC (or any successor thereto), as Rights Agent, as
it may from time to time be supplemented or amended (the
"Rights Agreement"), the terms of which are incorporated

6

herein by reference and a copy of which is on file at the
principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such
Rights may expire or may be redeemed, exchanged or be
evidenced by separate certificates and no longer be evidenced
by this certificate. The Company will mail to the holder of
this certificate a copy of the Rights Agreement without charge
promptly after receipt of a written request therefor. Under
certain circumstances, Rights issued to or held by Acquiring
Persons or their Affiliates or Associates (as defined in the
Rights Agreement) and any subsequent holder of such Rights may
become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date (or the earlier redemption, expiration or termination of the
Rights), the Rights associated with the Common Stock represented by such
certificates shall be evidenced by such certificates alone, and the surrender
for transfer of any of such certificates shall also constitute the transfer of
the Rights associated with the Common Stock represented by such certificates.

In the event that the Company purchases or acquires any Common
Stock after the Record Date but prior to the Distribution Date, any Rights
associated with such Common Stock shall be deemed canceled and retired so that
the Company shall not be entitled to exercise any Rights associated with shares
of Common Stock which are no longer outstanding.

Section 4. Form of Right Certificates.

(a) The Right Certificates (and the forms of election to
purchase shares and of assignment to be printed on the reverse thereof) shall be
in substantially the same form as Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate (but which do not affect the
rights, duties or obligations of the Rights Agent as set forth in this
Agreement) and as are not inconsistent with the provisions of this Rights
Agreement, or as may be required to comply with any applicable law, rule or
regulation or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to customary usage.
Subject to the provisions of Section 11 and Section 22 hereof, the Right
Certificates, whenever issued, shall be dated as of the Record Date, and on
their face shall entitle the holders thereof to purchase such number of one
ten-thousandths of a share of Preferred Stock as shall be set forth therein at
the price per one ten-thousandth of a share as set forth therein (the "Purchase
Price"), but the number and identity of such shares and the Purchase Price shall
be and remain subject to adjustment as provided in Sections 11, 13 and 22
hereof.

(b) Any Right Certificate issued pursuant hereto that
represents Rights beneficially owned by (i) an Acquiring Person or any Associate
or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) which becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) which becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and which receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from
the Acquiring Person (or any such Associate or Affiliate) to

7

holders of equity interests in such Acquiring Person (or such Associate or
Affiliate) or to any Person with whom such Acquiring Person (or such Associate
or Affiliate) has any continuing plan, agreement, arrangement or understanding
regarding either the transferred Rights, shares of Company Common Stock or the
Company or (B) a transfer which a majority of the Board of Directors has
determined to be part of a plan, agreement, arrangement or understanding which
has as a primary purpose or effect the avoidance of Section 7(e), and any Right
Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 22
hereof upon transfer, exchange, replacement or adjustment of any other Right
Certificate referred to in this sentence, shall contain (to the extent the
Rights Agent has notice thereof and to the extent feasible) the following
legend:

The Rights represented by this Right Certificate are or were
beneficially owned by a Person who was or became an Acquiring
Person or an Affiliate or an Associate of an Acquiring Person.
Accordingly, this Right Certificate and the Rights represented
hereby are void in the circumstances specified in Section 7(e)
of the Rights Agreement.

The failure to print the foregoing legend on any such Right Certificate or any
defect therein shall not affect in any manner whatsoever the application or
interpretation of the provisions of Section 7(e) hereof.

Section 5. Countersignature and Registration.

(a) The Right Certificates shall be executed on behalf of the
Company by its Chairman, President and Chief Executive Officer, Chief Financial
Officer or any Vice President, either manually or by facsimile signature, and
shall have affixed thereto the Company's seal or a facsimile thereof which shall
be attested by the Secretary or any Assistant Secretary of the Company, either
manually or by facsimile signature. The Right Certificates shall be
countersigned manually or by facsimile signature by the Rights Agent or the
registrar or co-registrar for the Common Stock (the "Registrar") and shall not
be valid for any purpose unless so countersigned. In case any officer of the
Company whose manual or facsimile signature is affixed to the Right Certificates
shall cease to be such officer of the Company before countersignature by the
Rights Agent or the Registrar and issuance and delivery by the Company, such
Right Certificates, nevertheless, may be countersigned by the Rights Agent or
the Registrar, issued and delivered with the same force and effect as though the
person who signed such Right Certificates had not ceased to be such officer of
the Company. Any Right Certificate may be signed on behalf of the Company by any
person who, at the actual date of the execution of such Right Certificate, shall
be a proper officer of the Company to sign such Right Certificate, although at
the date of the execution of this Rights Agreement any such person was not such
an officer.

(b) Following the Distribution Date and receipt by the Rights
Agent of (i) written notice of the Distribution Date pursuant to Section 3(a)
hereof, and (ii) all necessary information reasonably requested by the Rights
Agent pursuant to Section 3(a) hereof, the Rights Agent will keep or cause to be
kept, at its stockholder services office or such other office designated for
such purpose, books for registration and transfer of the Right Certificates
issued hereunder. Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number

8

of Rights evidenced on its face by each of the Right Certificates, the
certificate number of each of the Right Certificates and the date of each of the
Right Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

(a) Subject to the provisions of Section 14 hereof, at any
time after the Close of Business on the Distribution Date, and at or prior to
the Close of Business on the Expiration Date (as such term is defined in Section
7(a) hereof), any Right Certificate or Right Certificates may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of
shares of Preferred Stock as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Right Certificate shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the office of the Rights Agent designated for such
purpose. Neither the Rights Agent nor the Company shall be obligated to take any
action whatsoever with respect to the transfer of any such surrendered Rights
Certificate until the registered holder shall have properly completed and signed
the certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company or the Rights Agent shall reasonably request.
Thereupon, the Rights Agent shall countersign and deliver to the person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates. The Rights Agent shall
have no duty or obligation to take any action under any Section of this
Agreement which requires the payment by a Rights holder of applicable taxes
and/or governmental charges unless and until it is satisfied that all such taxes
or applicable governmental charges have been paid.

(b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to them, and reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date
of Rights.

(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the stockholder services office of
the Rights Agent or such office designated for such purpose, together with
payment of the Purchase Price for each one ten-thousandth of a share of
Preferred Stock as to which the Rights are exercised,

9

at or prior to the Close of Business on the Expiration Date. The "Expiration
Date", as used in this Rights Agreement, shall be the earliest of (i) the Final
Expiration Date (as defined below), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, or (iii) the time at which the Rights
are exchanged as provided in Section 24 hereof. The "Final Expiration Date", as
used in this Rights Agreement, shall be September 30, 2012.

(b) The Purchase Price for each one ten-thousandth of a share
of Preferred Stock pursuant to the exercise of a Right shall initially be
$_____, shall be subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate, with the form of
election to purchase duly executed, accompanied by payment of the Purchase Price
for each one-ten-thousandth of a share of Preferred Stock to be purchased and an
amount equal to any applicable tax or charge required to be paid by the holder
of the Rights pursuant hereto in accordance with Section 9 hereof by certified
check, bank draft or money order payable to the order of the Company or the
Rights Agent, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i) either (A) requisition from any transfer agent of the shares of
Preferred Stock (or make available, if the Rights Agent is the transfer agent)
certificates for the number of shares of Preferred Stock to be purchased and the
Company hereby irrevocably authorizes any such transfer agent to comply with all
such requests, or (B) if the Company, in its sole discretion, shall have elected
to deposit the shares of Preferred Stock issuable upon exercise of the Rights
hereunder into a depositary, requisition from the depositary agent depositary
receipts representing such number of one ten-thousandths of a share of Preferred
Stock as are to be purchased (in which case certificates for the shares of
Preferred Stock represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company hereby directs such depositary
agent to comply with all such requests, (ii) promptly after receipt of such
certificates or depositary receipts cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder, (iii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 14 hereof, (iv) after receipt of
any such cash, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate, (v) when appropriate, requisition from the
Company the amount of cash or securities issuable upon exercise of a Right
pursuant to the adjustment provisions of Section 11 or the exchange provisions
of Section 24, and (vi) after receipt of any such cash or securities, promptly
deliver such cash or securities to or upon the order of the registered holder of
such Right Certificate, of any such cash or securities.

(d) In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent to the registered holder of such Right
Certificate or to such holder's duly authorized assigns, subject to the
provisions of Section 14 hereof.

(e) Notwithstanding anything in this Rights Agreement to the
contrary, upon the first occurrence of a Section 11(b) Event or a Section 13
Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate
or Affiliate of an Acquiring Person, (ii) a transferee of an

10

Acquiring Person (or of any such Associate or Affiliate) which becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) which becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
which receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person (or any such Associate or Affiliate) to
holders of equity interests in such Acquiring Person (or any such Associate or
Affiliate) or to any Person with whom such Acquiring Person (or such Associate
or Affiliate) has any continuing plan, agreement, arrangement or understanding
regarding the transferred Rights, shares of Company Common Stock or the Company
or (B) a transfer which a majority of the Board of Directors has determined to
be part of a plan, agreement, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall be null and
void without any further action, and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall use all reasonable efforts to
notify the Rights Agent when this Section 7(e) applies and to ensure that the
provisions of this Section 7(e) and Section 4(b) are complied with, but neither
the Company nor the Rights Agent shall have any liability to any holder of
Rights or any other Person as a result of its failure to make any determination
under this Section 7(e) or Section 4(b) with respect to an Acquiring Person or
its Affiliates, Associates or transferees hereunder.

(f) Notwithstanding anything in this Rights Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise as set forth in this Section 7 unless the certificate
contained in the appropriate form of election to purchase set forth on the
reverse side of the Right Certificate surrendered for such exercise shall have
been properly completed and duly executed by the registered holder thereof and
the Company or the Rights Agent shall have been provided with such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company or the Rights Agent shall
reasonably request.

Section 8. Cancellation and Destruction of Right Certificates.
All Right Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Rights Agreement. The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

Section 9. Reservation and Availability of Shares of Preferred
Stock.

(a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of
Preferred Stock or its authorized and issued shares of Preferred Stock held in
its treasury, the number of shares of Preferred Stock that will be

11

sufficient to permit the exercise in full of all outstanding Rights and, after
the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve
and keep available a sufficient number of shares of Preferred Stock, Common
Stock and/or other securities which may be required to permit the exercise in
full of the Rights pursuant to this Rights Agreement.

(b) The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all shares of Preferred Stock
and/or other securities delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such shares or other securities (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares or securities.

(c) The Company shall use its best efforts to (i) file, as
soon as practicable following the first occurrence of an event which would
establish the Distribution Date, a registration statement under the Securities
Act, with respect to the securities purchasable upon exercise of the Rights on
an appropriate form, (ii) cause such registration statement to become effective
as soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date. The Company will
also take such action as may be appropriate under the "blue sky laws" of the
various states.

(d) The Company further covenants and agrees that it will pay
when due and payable any and all federal and state taxes and governmental
charges which may be payable in respect of the issuance or delivery of the Right
Certificates or of any shares of Preferred Stock and/or other securities upon
the exercise of Rights. The Company shall not, however, be required to pay any
tax or charge which may be payable in respect of any transfer involved in the
transfer or delivery of Right Certificates or the issuance or delivery of
certificates or depositary receipts for Preferred Stock and/or other securities
in a name other than that of the registered holder of the Right Certificate
evidencing Rights surrendered for exercise, nor shall the Company be required to
issue or deliver any certificates or depositary receipts for shares of Preferred
Stock and/or other securities upon the exercise of any Rights until any such tax
or charge shall have been paid (any such tax or charge being payable by the
holder of such Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax or charge is due.

Section 10. Preferred Stock Record Date. Each person (other
than the Company) in whose name any certificate for shares of Preferred Stock
(or other securities) is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Preferred Stock
(or other securities) represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable taxes or
charges) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Stock (or other securities) transfer
books of the Company are closed, such person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock (or other securities)
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a stockholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without

12

limitation, the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or
Number of Rights. The Purchase Price, the number and identity of shares covered
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.

(a) In the event the Company shall at any time after the date
of this Rights Agreement (i) declare a dividend on the Preferred Stock payable
in shares of Preferred Stock, (ii) subdivide the outstanding Preferred Stock,
(iii) combine the outstanding Preferred Stock into a smaller number of shares or
(iv) issue any shares of its capital stock in a reclassification of the
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11, the Purchase
Price in effect at the time of the record date for such dividend or the time of
the effective date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock, including Preferred Stock, issuable
upon exercise of a Right, shall be proportionately adjusted so that the holder
of any Right exercised after such time, upon payment of the aggregate
consideration such holder would have had to pay to exercise such Right prior to
such time, shall be entitled to receive the aggregate number and kind of shares
of capital stock, including Preferred Stock, which, if such Right had been
exercised immediately prior to such date and at a time when the Preferred Stock
transfer books of the Company were open, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification.

(b) In the event any Person becomes an Acquiring Person
("Section 11(b) Event"), then proper provision shall be made so that each holder
of a Right, subject to Section 7(e) and Section 24 hereof and except as provided
below, shall after the later of the occurrence of such event and the effective
date of an appropriate registration statement pursuant to Section 9 hereof, have
a right to receive, upon exercise thereof at the then current Purchase Price,
multiplied by the then number of one-ten-thousandths of a share of Preferred
Stock for which a Right is then exercisable, in accordance with the terms of
this Rights Agreement, in lieu of shares of Preferred Stock, such number of
shares of Common Stock of the Company as shall equal the result obtained by (y)
multiplying the then current Purchase Price by the then number of
one-ten-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (z) 50% of the current market price per
one share of Common Stock (determined pursuant to Section 11(f) hereof on the
date of the occurrence of the Section 11(b) Event) (such number of shares being
referred to as the "number of Adjustment Shares").

(c) In the event that there shall not be sufficient Treasury
shares or authorized but unissued shares of Common Stock to permit the exercise
in full of the Rights in accordance with the foregoing Section 11(b), and the
Rights become so exercisable, notwithstanding any other provision of this Rights
Agreement, to the extent necessary and permitted by applicable law and any
agreements in effect on the date hereof to which the Company is a party, each
Right shall thereafter represent the right to receive, upon exercise thereof at
the then current Purchase Price, multiplied by

13

the then number of one-ten-thousandths of a share of Preferred Stock for which a
Right is then exercisable, in accordance with the terms of this Rights
Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z)
preferred stock (or other equity securities) of the Company, including, but not
limited to Preferred Stock, equal in the aggregate to the number of Adjustment
Shares where the Board of Directors shall have in good faith deemed such shares
or units, other than the shares of Common Stock, to have at least the same value
and voting rights as the Common Stock (a "common stock equivalent"); provided,
however, if there are unavailable sufficient shares (or fractions of shares) of
Common Stock and/or common stock equivalents, then the Company shall take all
such action as may be necessary to authorize additional shares of Common Stock
or common stock equivalents for issuance upon exercise of the Rights, including
the calling of a meeting of stockholders; and provided, further, that if the
Company is unable to cause sufficient shares of Common Stock and/or common stock
equivalents to be available for issuance upon exercise in full of the Rights,
then the Company, to the extent necessary and permitted by applicable law and
any agreements or instruments in effect on the date thereof to which it is a
party, shall make provision to pay an amount in cash equal to twice the Purchase
Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of
Common Stock and/or common stock equivalents. To the extent that the Company
determines that some action needs to be taken pursuant to this Section 11(c),
the Board of Directors by action of at least a majority of its members then in
office may suspend the exercisability of the Rights for a period of up to sixty
(60) days following the date on which the Section 11(b) Event shall have
occurred, in order to decide the appropriate form of distribution to be made
pursuant to this Section 11(c) and to determine the value thereof. In the event
of any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended (with
prompt written notice thereof to the Rights Agent). The Board of Directors may,
but shall not be required to, establish procedures to allocate the right to
receive Common Stock and common stock equivalents upon exercise of the Rights
among holders of Rights, which such allocation may be, but is not required to
be, pro rata.

(d) If the Company shall fix a record date for the issuance of
rights or warrants to all holders of Preferred Stock entitling them (for a
period expiring within 90 calendar days after such record date) to subscribe for
or purchase Preferred Stock (or securities having the same or more favorable
rights, privileges and preferences as the Preferred Stock ("equivalent preferred
stock")) or securities convertible into Preferred Stock or equivalent preferred
stock, at a price per share of Preferred Stock or per share of equivalent
preferred stock or having a conversion or exercise price per share, as the case
may be, less than the current market price per share of Preferred Stock (as
defined in Section 11(f) hereof) on such record date, the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such date by a fraction, the numerator of
which shall be the number of shares of Preferred Stock outstanding on such
record date plus the number of shares of Preferred Stock which the aggregate
offering price of the total number of shares of Preferred Stock or equivalent
preferred stock to be offered (and/or the aggregate initial conversion price of
the convertible securities so to be offered) would purchase at such current
market price, and the denominator of which shall be the number of shares of
Preferred Stock outstanding on such record date plus the number of additional
shares of Preferred Stock and/or equivalent preferred stock to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
in a consideration, part or all of which shall be in a form other than cash, the
value

14

of such consideration shall be as determined in good faith by a majority of the
Board of Directors, whose determination shall be described in a statement filed
with the Rights Agent. Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

(e) If the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation) of evidences of indebtedness, cash (other
than a regular periodic cash dividend out of earnings or retained earnings of
the Company), assets (other than a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock) or
convertible securities, subscription rights or warrants (excluding those
referred to in Section 11(d) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price for one share of Preferred Stock (as defined
in Section 11(f) hereof) on such record date less the fair market value (as
determined in good faith by a majority of the Board of Directors, whose
determination shall be described in a statement filed with the Rights Agent) of
the portion of the assets or evidences of indebtedness so to be distributed or
of such convertible securities, subscription rights or warrants applicable to
one share of Preferred Stock, and the denominator of which shall be such current
market price for one share of Preferred Stock. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

(f) (i) For the purpose of any computation hereunder, the
"current market price" of any security (a "Security" for purposes of
this Section 11(f)(i)) on any date shall be deemed to be the average of
the daily closing prices per share of such Security for the 30
consecutive Trading Days (as hereinafter defined) immediately prior to
but not including such date; provided, however, that in the event that
the current market price per share of such Security is determined
during a period following the announcement by the issuer of such
Security of (A) a dividend or distribution on such Security payable in
shares of such Security or securities convertible into shares of such
Security or (B) any subdivision, combination or reclassification of
such Security, and prior to the expiration of 30 Trading Days after the
ex-dividend date for such dividend or distribution or the record date
for such subdivision, combination or reclassification, then, and in
each such case, the "current market price" shall be appropriately
adjusted to reflect the current market price per share equivalent of
such Security. The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Security is not listed or admitted
to trading on the New

15

York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the principal national securities exchange on
which the Security is listed or admitted to trading or, if the Security
is not listed or admitted to trading on any national securities
exchange, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System ("Nasdaq") National Market, or
if the Security is not listed or admitted to trading on any national
securities exchange or included in the Nasdaq National Market, the
average of the high bid and low asked prices in the over-the-counter
market, as reported by Nasdaq or such other system then in use, or, if
on any such date the Security is not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by a
majority of the Board of Directors. If on any such date no market maker
is making a market in the Security, the fair value of such Security on
such date as determined in good faith by a majority of the Board of
Directors shall be used. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the Security
is listed or admitted to trading is open for the transaction of
business or, if the Security is not listed or admitted to trading on
any national securities exchange a day on which the Nasdaq National
Market is open for the transaction of business or, if the Security is
not listed or admitted to trading on any national securities exchange
or included in the Nasdaq National Market, a Business Day. If the
Security is not publicly held or not so listed or traded, "current
market price" shall mean the fair value as determined in good faith by
a majority of the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent.

(ii) For the purpose of any computation hereunder, the
"current market price" per share (or one ten-thousandth of a share) of
Preferred Stock shall be determined in the same manner as set forth
above for the Common Stock in clause (i) of this Section 11(f) (other
than the last sentence thereof). If the current market price per share
(or one ten-thousandth of a share) of Preferred Stock cannot be
determined in the manner provided above or if the Preferred Stock is
not publicly held or listed or traded in a manner described in clause
(i) of this Section 11(f), the "current market price" per share of
Preferred Stock shall be conclusively deemed to be an amount equal to
1,000 (as such number may be appropriately adjusted for such events as
stock splits, stock dividends and recapitalizations with respect to the
Common Stock occurring after the date of this Rights Agreement)
multiplied by the current market price per share of the Common Stock
and the "current market price" per one ten-thousandth of a share of
Preferred Stock shall be equal to the current market price per share of
the Common Stock (as appropriately adjusted). If neither the Common
Stock nor the Preferred Stock is publicly held or so listed or traded,
"current market price" per share shall mean the fair value per share as
determined in good faith by the Board of Directors, whose determination
shall be described in a statement filed with the Rights Agent and shall
be conclusive for all purposes.

16

(g) No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Purchase Price; provided, however, that any adjustments which by reason of
this Section 11(g) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of
a share, as the case may be. Notwithstanding the first sentence of this Section
11(g), any adjustment required by this Section 11 shall be made no later than
the earlier of (i) three years from the date of the transaction which mandates
such adjustment or (ii) the Expiration Date.

(h) In the event that at any time, as a result of an
adjustment made pursuant to Section 11(a) or (b) hereof, the holder of any Right
shall be entitled to receive upon exercise of such Right any shares of capital
stock of the Company other than shares of Preferred Stock, thereafter the number
of such other shares so receivable upon exercise of any Right shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares contained in Section
11(a) through (e) hereof, inclusive, and the provisions of Sections 7, 9, 10, 13
and 14 hereof with respect to the shares of Preferred Stock shall apply on like
terms to any such other shares.

(i) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one-ten-thousandths of a
share of Preferred Stock or other capital stock of the Company purchasable from
time to time hereunder upon exercise of the Rights, all subject to further
adjustment of the Purchase Price.

(j) Unless the Company shall have exercised its election as
provided in Section 11(k) hereof, upon each adjustment of the Purchase Price as
a result of the calculations made in Section 11(d) and (e) hereof, each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one ten-thousandths of a share of Preferred Stock (calculated to the nearest
one-ten-thousandth) obtained by (i) multiplying (A) the number of
one-ten-thousandths of a share of Preferred Stock covered by a Right immediately
prior to the adjustment by (B) the Purchase Price in effect immediately prior to
such adjustment of the Purchase Price and (ii) dividing the product so obtained
by the Purchase Price in effect immediately after such adjustment of the
Purchase Price.

(k) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in substitution
for any adjustment in the number of shares of Preferred Stock purchasable upon
the exercise of a Right. Each of the Rights outstanding after such adjustment of
the number of Rights shall be exercisable for the number of one-ten-thousandths
of a share of Preferred Stock for which such Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of
the number of Rights shall become that number of Rights (calculated to the
nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall
make a public announcement of its election to adjust the number of Rights (with
prompt written notice thereof to the Rights Agent), indicating the record date
for the adjustment, and, if known at the time, the amount of the adjustment to
be made. This record date may be the date on which the Purchase

17

Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(k), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the
names of the holders of record of Right Certificates on the record date
specified in the public announcement.

(l) Irrespective of any adjustment or change in the Purchase
Price or the number of shares of Preferred Stock issuable upon the exercise of
the Rights, the Right Certificates theretofore and thereafter issued may
continue to express the Purchase Price and the number of shares which were
expressed in the initial Right Certificates issued hereunder.

(m) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the shares of
Common Stock or other securities and below one ten-thousandth of the then par
value, if any, of the Preferred Stock, issuable upon exercise of the Rights, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of such Preferred Stock, Common Stock or
other securities at such adjusted Purchase Price. If upon any exercise of the
Rights, a holder is to receive a combination of Common Stock and common stock
equivalents, a portion of the consideration paid upon such exercise, equal to at
least the then par value of a share of Common Stock of the Company, shall be
allocated as the payment for each share of Common Stock of the Company so
received.

(n) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date
the shares of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the shares of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional shares upon the occurrence of the event requiring
such adjustment.

(o) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in their good faith judgment a majority of
the Board of Directors shall determine to be advisable in order that any (i)
consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for
cash of any Preferred Stock at less than the then current market price, (iii)
issuance wholly for cash of Preferred Stock or securities

18

which by their terms are convertible into or exchangeable for Preferred Stock,
(iv) stock dividends or (v) issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to the holders of
its Preferred Stock, shall not be taxable to such stockholders.

(p) In the event that at any time after the date of this
Rights Agreement and prior to the Distribution Date, the Company shall (i)
declare or pay any dividend on the Common Stock payable in shares of Common
Stock or (ii) effect a subdivision, combination or consolidation of the Common
Stock (by reclassification or otherwise than by payment of dividends in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in any such case (y) the number of one-ten-thousandths of a share of Preferred
Stock purchasable after such event upon proper exercise of each Right shall be
determined by multiplying the number of one-ten-thousandths of a share of
Preferred Stock so purchasable immediately prior to such event by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and (z) each
share of Common Stock outstanding immediately after such event shall have issued
with respect to it that number of Rights which each share of Common Stock
outstanding immediately prior to such event had issued with respect to it. The
adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

(q) The Company covenants and agrees that it shall not, at any
time after the Distribution Date and so long as the Rights have not been
redeemed pursuant to Section 23 hereof or exchanged pursuant to Section 24
hereof, (i) consolidate with, (ii) merge with or into, or (iii) sell or
transfer, in one or more transactions, assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person, if at the time of or immediately after
such consolidation, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.

(r) The Company covenants and agrees that, after the Stock
Acquisition Date, it will not, except as permitted by Sections 23 and 24 hereof,
take any action the purpose or effect of which is to diminish substantially or
otherwise eliminate the benefits intended to be afforded by the Rights.

Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made or any event affecting the Rights or
their exercisability (including without limitation an event which causes Rights
to become null and void) occurs, as provided in Sections 11 or 13 hereof, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts and calculations accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer agent
for the Preferred Stock and the Common Stock a copy of such certificate and (c)
include a brief summary thereof in a mailing to each holder of a Rights
Certificate in accordance with Section 26 hereof, or prior to the Distribution
Date, disclose a brief summary in a filing under the Exchange Act. The Rights
Agent shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall have no duty with respect to, and shall
not be deemed to have knowledge of such adjustment or event unless and until it
shall have received such certificate. The Rights Agent shall not be accountable
with respect to, and shall incur no liability as a result of,

19

the validity or value (or the kind or amount) of any Rights, Common Stock,
Preferred Stock or of any securities or property which may at any time be issued
or delivered upon the exercise of any Right or upon any adjustment pursuant to
Section 11 hereof, and it makes no representation with respect thereto.

Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.

(a) In the event that, directly or indirectly, at any time
after a Person has become an Acquiring Person, (x) the Company shall consolidate
with, or merge with and into, any other Person (other than a Subsidiary of the
Company), (y) any Person (other than a Subsidiary of the Company) shall
consolidate with or merge with and into the Company, and the Company shall be
the continuing or surviving corporation of such merger and, in connection with
such merger, all or part of the Common Stock shall be changed into or exchanged
for stock or other securities of any other Person (or the Company) or cash or
any other property, or (z) the Company shall sell, or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than to the Company or one or more of its wholly owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each holder of a Right, subject to Section 7(e) hereof, shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price multiplied by the then number of one-ten-thousandths of a
share of Preferred Stock for which a Right is then exercisable (or if a Section
11(b) Event has occurred prior to the first occurrence of a Section 13 Event,
multiplying the number of such one-ten-thousandths of a share for which a Right
was exercisable immediately prior to the first occurrence of a Section 11(b)
Event by the Purchase Price in effect immediately prior to such first
occurrence) in accordance with the terms of this Rights Agreement, in lieu of
Preferred Stock, such number of shares of freely tradable Common Stock of the
Principal Party (as hereinafter defined), free and clear of liens, rights of
call or first refusal, encumbrances or other adverse claims, as shall be equal
to the result obtained by (A) multiplying the then current Purchase Price by the
number of one-ten-thousandths of a share of Preferred Stock for which a Right is
then exercisable (or if a Section 11(b) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such
one-ten-thousandths of a share for which a Right was exercisable immediately
prior to the first occurrence of a Section 11(b) Event by the Purchase Price in
effect immediately prior to such first occurrence), and dividing that product by
(B) 50% of the current market price per share of the Common Stock of such
Principal Party (determined in the manner described in Section 11(f) hereof) on
the date of consummation of such consolidation, merger, sale or transfer; (ii)
the Principal Party shall thereafter be liable for, and shall assume, by virtue
of such consolidation, merger, sale or transfer, all the obligations and duties
of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof, except for the provisions of
11(b), shall apply to such Principal Party; and (iv) such Principal Party shall
take such steps (including, but not limited to, the authorization and
reservation of a sufficient number of shares of its Common Stock to permit
exercise of all outstanding Rights in accordance with this Section 13(a)) in
connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to the shares of its Common Stock thereafter deliverable upon
the exercise of the Rights.

20

(b) "Principal Party" shall mean:

(i) in the case of any transaction described in
clause (x) or (y) of the first sentence of Section 13(a) hereof, the
Person that is the issuer of any securities into which shares of Common
Stock of the Company are converted in such merger or consolidation, and
if no securities are so issued, the Person, including the Company, that
is the other party to the merger or consolidation; and

(ii) in the case of any transaction described in
clause (z) of the first sentence of Section 13(a) hereof, the Person
that is the party receiving the greatest portion of the assets or
earning power transferred pursuant to such transaction or transactions;
provided, however, that in any case described in clause (i) or (ii) in
this Section 13(b), (x) if the Common Stock of such Person is not at
such time and has not been continuously over the preceding 12 month
period registered under Section 12 of the Exchange Act, and such Person
is a direct or indirect Subsidiary or Affiliate of another Person,
"Principal Party" shall refer to such other Person; (y) in case such
Person is a Subsidiary, directly or indirectly, or Affiliate of more
than one Person, the Common Stocks of all of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons
is the issuer of the Common Stock having the greatest aggregate market
value, and (z) in case such Person is, or is owned directly or
indirectly by, a partnership or joint venture formed by two or more
Persons that are not owned, directly or indirectly, by the same Person,
the rules set forth in (x) and (y) above shall apply to each of the
chains of ownership having an interest in such joint venture as if such
party were a "Subsidiary" of both or all of such joint venturers and
the Principal Parties in each such chain shall bear the obligations set
forth in this Section 13 in the same ratio as their direct or indirect
interests in such Person bear to the total of such interests.

(c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of shares of its authorized Common Stock which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior thereto the Company and each Principal
Party and each other Person who may become a Principal Party as a result of such
consolidation, merger, sale or transfer shall have executed and delivered to the
Rights Agent a supplemental agreement providing for the terms set forth in
paragraphs (a) and (b) of this Section 13 and further providing that, as soon as
practicable after the date of any consolidation, merger, sale or transfer of
assets mentioned in paragraph (a) of this Section 13, the Principal Party will:

(i) prepare and file a registration statement under
the Securities Act with respect to the Rights and the securities
purchasable upon exercise of the Rights on an appropriate form, will
use its best efforts to cause such registration statement to become
effective as soon as practicable after such filing and will use its
best efforts to cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the
Securities Act) until the Expiration Date;

21

(ii) use its best efforts to qualify or register the
Rights and the securities purchasable upon exercise of the Rights under
the "blue sky laws" of such jurisdictions as may be necessary or
appropriate; and

(iii) will deliver to holders of the Rights
historical financial statements for the Principal Party and each of its
Affiliates which comply in all respects with the requirements for
registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers. In the event
that a Section 13 Event shall occur at any time after the occurrence of a
Section 11(b) Event, the Rights which have not theretofore been exercised shall
thereafter also become exercisable in the manner described in Section 13(a)
hereof.

Section 14. Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights. In
lieu of such fractional Rights, there shall be paid to the registered holders of
the Right Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The closing price for any
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Rights are not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
principal national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading on
any national securities exchange, as reported by the Nasdaq National Market or,
if the Rights are not listed or admitted to trading on any national securities
exchange or included in the Nasdaq National Market, the last quoted price, or,
if not so quoted, the average of the high bid and low asked prices in the over
the counter market, as reported by Nasdaq or such other system then in use or,
if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by a majority of the Board
of Directors. If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith by
a majority of the Board of Directors shall be used.

(b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one ten-thousandth of a
share of Preferred Stock). Fractions of shares of Preferred Stock in integral
multiples of one ten-thousandth

22

of a share of Preferred Stock may, at the election of the Company, be evidenced
by depositary receipts, pursuant to an appropriate agreement between the Company
and a depositary selected by it, provided that such agreement shall provide that
the holders of such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners of the shares of
Preferred Stock represented by such depositary receipts. In lieu of fractional
shares of Preferred Stock that are not integral multiples of one ten-thousandth
of a share of Preferred Stock, the Company may pay to the registered holders of
Right Certificates at the time such Right Certificates are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of one ten-thousandth of a share of Preferred Stock. For purposes of this
Section 14(b), the current market value of one ten-thousandth of a share of
Preferred Stock shall be one ten-thousandth of the closing price of a share of
Preferred Stock (as determined pursuant to Section 11(f)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.

(c) Following the occurrence of one of the transactions or
events specified in Section 11 hereof giving rise to the right to receive common
stock equivalents (other than Preferred Stock) or other securities upon the
exercise of a Right, the Company shall not be required to issue fractions of
shares or units of such common stock equivalents or other securities upon
exercise of the Rights or to distribute certificates which evidence fractional
shares of such common stock equivalents or other securities. In lieu of
fractional shares or units of such common stock equivalents or other securities,
the Company may pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of a share or unit of such common stock
equivalent or other securities. For purposes of this Section 14(c), the current
market value shall be determined in the manner set forth in Section 11(f) hereof
for the Trading Day immediately prior to the date of such exercise and, if such
common stock equivalent is not traded, each such common stock equivalent shall
have the value of one ten-thousandth of a share of Preferred Stock.

(d) Except as otherwise expressly provided in this Section 14,
the holder of a Right by the acceptance of the Right expressly waives such
holder's right to receive any fractional Rights or any fractional share upon
exercise of Rights.

(e) Whenever a payment for fractional Rights or fractional
shares is to be made by the Rights Agent, the Company shall (i) promptly prepare
and deliver to the Rights Agent, a certificate setting forth in reasonable
detail the facts related to such payments and the prices and/or formulas
utilized in calculating such payments, and (ii) provide sufficient monies to the
Rights Agent in the form of fully collected funds to make such payments. The
Rights Agent shall be fully protected in relying upon such a certificate and
shall have no duty with respect to, and shall not be deemed to have knowledge of
any payment for fractional Rights or fractional shares under any Section of this
Agreement relating to the payment of fractional Rights or fractional shares
unless and until the Rights Agent shall have received such a certificate and
sufficient monies.

Section 15. Rights of Action. All rights of action in respect
of this Rights Agreement, except for rights of action given to the Rights Agent
under Section 18 or Section 20 hereof, are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution Date, the
registered holders of Common Stock); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common Stock), without
the consent

23

of the Rights Agent or of the holder of any other Right Certificate (or, prior
to the Distribution Date, of the Common Stock), may, in such holder's own behalf
and for such holder's own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder's right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this Rights
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Rights Agreement
and will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of, the obligations of
any Person subject to this Rights Agreement. Holders of Rights shall be entitled
to recover the reasonable costs and expenses, including attorneys' fees,
incurred by them in any action to enforce the provisions of this Rights
Agreement.

(b) Notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, judgment, decree or ruling (whether
interlocutory or final) issued by a court or by a governmental, regulatory,
self-regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining performance of such obligation;
provided, however, that the Company must use all reasonable efforts to have any
such injunction, order, judgment, decree or ruling lifted or otherwise
overturned as soon as possible.

Section 16. Agreement of Right Holders. Every holder of a
Right by accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the stockholder services office of the Rights Agent or such office designated
for such purpose, duly endorsed or accompanied by a proper instrument of
transfer; and

(c) the Company and the Rights Agent may deem and treat the
Person in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Stock Certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Stock
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

24

Section 17. Right Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Preferred Stock, Common
Stock or any other securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of any
Right Certificate, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

Section 18. Concerning the Rights Agent.

(a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements incurred in the preparation, administration, delivery,
execution and amendment of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability, damage, judgment, fine,
penalty, claim, demand, settlement , cost or expense (including, without
limitation, the reasonable fees and expenses of legal counsel) incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent (which gross negligence, bad faith or willful misconduct must be
determined by a final, non-appealable order, judgment, decree or ruling of a
court of competent jurisdiction), for any action taken, suffered or omitted by
the Rights Agent in connection with the acceptance, exercise, performance or
administration of its duties under this Agreement, including, without
limitation, the costs and expenses of defending against any claim of liability
in the premises. The costs and expenses incurred by the Rights Agent in
enforcing this right of indemnification shall be paid by the Company. The
provisions of this Section 18 and Section 20 below shall survive the termination
of this Agreement, the exercise or expiration of the Rights and the resignation
or removal of the Rights Agent.

(b) The Rights Agent shall be authorized and protected and
shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this Rights Agreement or
the exercise or performance of its duties hereunder, in reliance upon any Right
Certificate or certificate for Preferred Stock, Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, instruction, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the advice of
counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed
to have knowledge of any event of which it was supposed to receive notice
thereof hereunder, and the Rights Agent shall be fully protected and shall incur
no liability for failing to take any action in connection therewith unless and
until it has received such notice.

25

Section 19. Merger or Consolidation or Change of Name of
Rights Agent.

(a) Any Person into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Rights Agreement without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, provided that such Person would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof. In case at the
time such successor Rights Agent shall succeed to the agency created by this
Rights Agreement, any of the Right Certificates shall have been countersigned
but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.

(b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either
in its prior name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Rights Agreement.

Section 20. Duties of Rights Agent. The Rights Agent
undertakes to perform only the duties and obligations expressly imposed by this
Rights Agreement (and no implied duties or obligations) upon the following terms
and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company or any employee of the Rights Agent) and the
advice or opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent and the Rights Agent shall incur no liability for
or in respect of any action taken or omitted by it in the absence of gross
negligence, bad faith or willful misconduct and in accordance with such advice 
or opinion.

(b) Whenever in the performance of its duties under this
Rights Agreement the Rights Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking, omitting
or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by the Chairman,
President and Chief Executive Officer, Chief Financial Officer or any Vice
President and by the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary of the Company and delivered to the Rights Agent; and
such certificate shall be full and complete authorization and protection to the
Rights Agent, and the Rights Agent shall incur no liability for or in respect
of, any action taken,

26

omitted or suffered by in the absence of gross negligence, bad faith or willful
misconduct under the provisions of this Rights Agreement in reliance upon such
certificate.

(c) The Rights Agent shall be liable hereunder, to the Company
and any other Person only for its own gross negligence, bad faith or willful
misconduct (which gross negligence, bad faith or willful misconduct must be
determined by a final, non-appealable order, judgment, decree or ruling of a
court of competent jurisdiction). Anything to the contrary notwithstanding, in
no event shall the Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever (including,
but not limited to, lost profits), even if the Rights Agent has been advised of
the likelihood of such loss or damage. Any and all liability of the Rights Agent
under this Agreement will be limited to the amount of fees paid by the Company
to the Rights Agent pursuant to this Agreement.

(d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Rights Agreement or
in the Right Certificates (except its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and shall be deemed
to have been made by the Company only.

(e) The Rights Agent shall not have any liability for or be
under any responsibility in respect of the validity of this Rights Agreement or
the execution and delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Right Certificate
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Rights
Agreement or in any Right Certificate; nor shall it be responsible for any
change in the exercisability of the Rights (including the Rights becoming null
and void hereunder) or for any adjustment required under the provisions of
Sections 11 or 13 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after actual notice to the Rights Agent of any such
adjustment, upon which the Rights Agent may rely); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Preferred Stock or other
securities to be issued pursuant to this Rights Agreement or any Right
Certificate or as to whether any shares of Preferred Stock or other securities
will, when issued, be validly authorized and issued, fully paid and
nonassessable.

(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Rights Agreement.

(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
any one of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties and such instructions shall be full authorization and protection to the
Rights Agent, and the Rights Agent shall not be liable for any action taken,
omitted or suffered to be taken by it in the absence of gross negligence,

27

bad faith or willful misconduct in accordance with instructions of any such
officer or for any delay in acting while waiting for those instructions. Any
application by the Rights Agent for written instructions from the Company may,
at the option of the Rights Agent, set forth in writing any action proposed to
be taken, omitted or suffered by the Rights Agent under this Rights Agreement
and the date on and/or after which such action shall be taken or such omission
shall be effective. The Rights Agent shall not be liable for any action taken or
suffered by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than ten (10) Business Days after the
date on which any officer of the Company actually receives such application,
unless any such officer shall have consented in writing to an earlier date)
unless, prior to taking any such action (or the effective date in the case of an
omission), the Rights Agent shall have received written instructions in response
to such application specifying the action to be taken, suffered or omitted.

(h) The Rights Agent and any stockholder, director, officer,
employee, agent or representative or Affiliate of the Rights Agent may buy, sell
or deal in any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be
interested, or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not the Rights Agent under this Rights
Agreement. Nothing herein shall preclude the Rights Agent from acting in any
other capacity for the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided that reasonable care was exercised
in the selection and continued employment thereof.

(j) No provision of this Rights Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of its rights if it believes that repayment of such funds or adequate
indemnification against such risk or financial liability is not reasonably
assured to it.

(k) If, with respect to any Rights Certificate surrendered to
the Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the case may be, has either
not been completed or indicates an affirmative response to clause 1, clause 2
and/or, in the case of the certificate attached to the form of election to
purchase, clause 3 thereof, the Rights Agent shall not take any further action
with respect to such requested exercise of transfer without first consulting
with the Company.

Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Rights Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock

28

or Preferred Stock known to the Rights Agent by registered or certified mail,
and to the holders of the Right Certificates by first class mail. The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Stock and Preferred Stock by
registered or certified mail, and to the holders of the Right Certificates by
first class mail or, prior to the Distribution Date, through any filing made by
the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (which holder
shall, with such notice, submit such holder's Right Certificate for inspection
by the Company), then the registered holder of any Right Certificate may apply
to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be (a) a corporation or other entity organized and doing business
under the laws of the United States or of any state, in good standing, having an
office in the States of New York or Missouri, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority or (b) an affiliate of
a corporation or other entity described in clause (a) of this sentence. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Right Certificates or, prior to the Distribution Date, through any filing
made by the Company pursuant to the Securities Exchange Act of 1934, as amended.
Failure to give any notice provided for this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.

Section 22. Issuance of New Right Certificates

(a) Notwithstanding any of the provisions of this Rights
Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form as may be approved
by a majority of the Board of Directors then in office to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares of
stock or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Rights Agreement.

(b) In addition, in connection with the issuance or sale of
Common Stock following the Distribution Date and prior to the redemption,
exchange or expiration of the Rights, the Company (a) shall with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock
options or under any employee benefit plan or arrangement, or upon the exercise,
conversion or exchange of securities hereinafter issued by the Company, and (b)
may, in any other

29

case, if deemed necessary or appropriate by the Board of Directors, issue Right
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (i) no such Right Certificates
shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Right Certificates
would be issued, and (ii) no Right Certificate shall be issued if, and to the
extent that, appropriate adjustment shall otherwise have been made in lieu of
the issuance thereof.

Section 23. Redemption and Termination.

(a) A majority of the Board of Directors then in office may,
at its option, at any time prior to the earlier of (i) the Close of Business on
the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration
Date, elect to redeem all but not less than all of the then outstanding Rights
at a redemption price of $0.01 per Right, as appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). The redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish.

(b) Immediately upon the action of a majority of the Board of
Directors then in office electing to redeem the Rights, evidence of which shall
be promptly filed with the Rights Agent, or, when appropriate, immediately upon
the time or satisfaction of such conditions as the Board of Directors may have
established, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
give public disclosure of any such redemption (with prompt written notice
thereof to the Rights Agent); provided, however, that the failure to give, or
any defect in, any such disclosure shall not affect the validity of such
redemption. Within 10 days after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the holders of the then outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
Transfer Agent for the Common Stock. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.

(c) Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in
any manner other than that specifically set forth in this Section 23 or in
Section 24 hereof and other than in connection with the purchase of Common Stock
prior to the Distribution Date.

Section 24. Exchange.

(a) The Board of Directors may, at its option, at any time
after any Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become null and void pursuant to the provisions of Section 7(e) hereof) for
Common Stock at an exchange ratio of one share of Common Stock per Right,

30

appropriately adjusted to reflect adjustments in the number of Rights pursuant
to Section 11 of this Rights Agreement (such exchange ratio being hereinafter
referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board
of Directors shall not be empowered to effect such exchange at any time after
any Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan or compensation arrangement of the Company or any such Subsidiary,
or any entity holding securities of the Company to the extent organized,
appointed or established by the Company or any such Subsidiary for or pursuant
to the terms of any such employee benefit plan or compensation arrangement),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the Voting Power of the Company.

(b) Immediately upon the action of the Board of Directors
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24
and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Common Stock equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company promptly shall give public notice of any such exchange (with prompt
written notice thereof to the Rights Agent); provided, however, that the failure
to give, or any defect in, such notice shall not affect the validity of such
exchange. The Company promptly shall mail a notice of any such exchange to all
of the holders of such Rights at their last addresses as they appear upon the
registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become null and void pursuant to the provisions of Section 7(e)
hereof) held by each holder of Rights.

(c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute Preferred Stock (or equivalent preferred stock, as
such term is defined in Section 11(d) hereof) for Common Stock exchangeable for
Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock
(or equivalent preferred stock) for each share of Common Stock, as appropriately
adjusted to reflect adjustments in the voting rights of the Preferred Stock
pursuant to the terms thereof, so that the fraction of a share of Preferred
Stock delivered in lieu of each share of Common Stock shall have the same voting
rights as one share of Common Stock.

(d) In the event that there shall not be sufficient shares of
Common Stock or Preferred Stock (or equivalent preferred stock) issued but not
outstanding or authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional shares of Common Stock or
Preferred Stock (or equivalent preferred stock) for issuance upon exchange of
the Rights.

(e) The Company shall not be required to issue fractions of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of such fractional shares of Common Stock, the Company
shall pay to the registered holders of the Right Certificates with regard to
which such fractional shares of Common Stock would otherwise be issuable an
amount in cash equal to the same fraction of the current market value of a whole
share of Common Stock. For the purposes of this paragraph (e), the current
market value of a whole share of Common

31

Stock shall be the closing price of a share of Common Stock (as determined
pursuant to the second sentence of Section 11(f)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.

Section 25. Notice of Proposed Actions

(a) In case the Company shall propose at any time after the
Distribution Date (i) to pay any dividend payable in stock of any class to the
holders of the Preferred Stock or to make any other distribution to the holders
of the Preferred Stock (other than a regular periodic cash dividend out of
earnings or retained earnings of the Company), (ii) to offer to the holders of
the Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any other class or
any other securities, rights or options, (iii) to effect any reclassification of
the Preferred Stock (other than a reclassification involving only the
subdivision of outstanding shares of Preferred Stock), (iv) to effect any
consolidation or merger into or with, or to effect any sale or other transfer
(or to permit one or more of its Subsidiaries to effect any sales or other
transfer), in one or more transactions, of 50% or more of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to, any other
Person, (v) to effect the liquidation, dissolution or winding up of the Company,
or (vi) to declare or pay any dividend on the Common Stock payable in Common
Stock or to effect a subdivision, combination or consolidation of the Common
Stock (by reclassification or otherwise than by payment of dividends in Common
Stock), then, in each such case, the Company shall give to each holder of a
Right, in accordance with Section 26 hereof, a notice of such proposed action
(with prompt written notice thereof to the Rights Agent), which shall specify
the record date for the purposes of such stock dividend, distribution of rights
or warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common Stock and/or
Preferred Stock, if any such date is to be fixed. Such notice shall be so given
in the case of any action covered by clauses (i) or (ii) above at least ten days
prior to the record date for determining holders of the Preferred Stock for
purposes of such action, and in the case of any such other action, at least ten
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Preferred Stock, whichever shall be the
earlier. The failure to give notice required by this Section 25 or any defect
therein shall not affect the legality or validity of the action taken by the
Company or the vote upon any such action.

(b) In case a Section 11(b) Event shall occur, then the
Company shall as soon as practicable thereafter give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of the occurrence of
such event (with prompt written notice thereof to the Rights Agent), which shall
specify the event and the consequences of the event to holders of Rights under
Section 11(b) hereof.

32

Section 26. Notices. Notices or demands authorized by this
Rights Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if
sent by first class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) or by facsimile transmission as follows:

SCS Transportation, Inc.
4435 Main Street, Suite 930
Kansas City, Missouri 64111

Facsimile No.:
Attention: Chief Financial Officer

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Rights Agreement to be given or made by the Company or by the holder of
any Right Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) or by facsimile transmission as
follows:

Mellon Investor Services LLC
150 North Wacker Drive, Suite 2120
Chicago, Illinois 60606

Facsimile No.: (312) 704-7112

Attention: Relationship Manager

with a copy to

Mellon Investor Services LLC
85 Challenger Road
Ridgefield Park, New Jersey 07660

Facsimile No.: (201) 296-4004
Attention: General Counsel

Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

Section 27. Supplements and Amendments. The Company may from
time to time supplement or amend this Rights Agreement without the approval of
any holders of Right Certificates in order (a) to cure any ambiguity, (b) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (c) to shorten or lengthen any
time period hereunder (including without limitation to extend the Final
Expiration Date), (d) increase or decrease the Purchase Price, or (e) to change
or supplement the

33

provisions hereunder in any manner which the Company may deem necessary or
desirable; provided, however, that from and after such time as any Person
becomes an Acquiring Person, this Rights Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights;
provided further that this Rights Agreement may not be supplemented or amended
to lengthen pursuant to clause (c) of this sentence, (A) the time period
relating to the when the Rights may be redeemed at such time as the Rights are
not then redeemable, or (B) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of the Rights; provided further that the Company shall
have the right to make unilaterally any changes necessary to facilitate the
appointment of a successor Rights Agent, which such changes shall be set forth
in a writing by the Company or by the Company and such successor Rights Agent.
Without limiting the foregoing, the Company may at any time prior to such time
as any Person becomes an Acquiring Person amend this Rights Agreement to lower
the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less
than the greater of (i) any percentage greater than the largest percentage of
the Voting Power of the Company then known by the Company to be beneficially
owned by any Person (other than the Company, any Subsidiary of the Company, or
any employee benefit plan or compensation arrangement of the Company or any
Subsidiary of the Company, and any entity holding securities of the Company to
the extent organized, appointed or established by the Company or any such
Subsidiary for or pursuant to the terms of any such employee benefit plan or
compensation arrangement) together with all Affiliates and Associates of such
Person and (ii) 10%. Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or amendment is
in compliance with the terms of this Section 27, and provided that such
supplement or amendment does not increase the Rights Agent's rights, duties,
liabilities or obligations, the Rights Agent shall execute such supplement or
amendment.

Section 28. Successors. All the covenants and provisions of
this Rights Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and assigns
hereunder.

Section 29. Benefits of This Rights Agreement. Nothing in this
Rights Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Stock) any legal or equitable
right, remedy or claim under this Rights Agreement; but this Rights Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Stock).

Section 30. Severability. If any term, provision, covenant or
restriction of this Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. It is the intent of the parties hereto to enforce the
remainder of the terms, provisions, covenants and restrictions of this Rights
Agreement to the maximum extent permitted by law.

34

Section 31. Governing Law. This Rights Agreement and each
Right Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

Section 32. Counterparts. This Rights Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

Section 33. Descriptive Headings. Descriptive headings of the
several Sections of this Rights Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

35

IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed, all as of the day and year first above written.

Attest:                                   SCS TRANSPORTATION, INC.

By                                        By
--------------------------------          ------------------------------------
Name:                                     Name:
-----------------------------             ---------------------------------
Title:                                    Title:
----------------------------              --------------------------------

Attest:                                   MELLON INVESTOR SERVICES LLC

By                                        By
--------------------------------          ------------------------------------
Name:                                     Name:
-----------------------------             ---------------------------------
Title:                                    Title:
----------------------------              --------------------------------

Exhibit A

FORM OF
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A
JUNIOR PARTICIPATING PREFERRED STOCK

OF

SCS TRANSPORTATION, INC.

PURSUANT TO SECTION 151(g) OF THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE

We, Herbert A. Trucksess III, Chairman, President and Chief Executive Officer,
and James J. Bellinghausen, Vice President and Chief Financial Officer, of SCS
Transportation, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), in accordance with the
provisions of Section 151(g) thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, as amended, of the Company, the
said Board of Directors on August ___, 2002, adopted the following resolution
creating a series of Five Thousand (5,000) shares of Preferred Stock designated
as Series A Junior Participating Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Company in accordance with the provisions of its Amended and
Restated Certificate of Incorporation, as amended, a series of Preferred Stock
of the Company be and it hereby is created, and that the designation and amount
thereof and the powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

Section 1. Designation and Amount.

There shall be a series of the Preferred Stock which shall be
designated as the "Series A Junior Participating Preferred Stock," par value
$0.001 per share, and the number of shares constituting such series shall be
5,000. Such number of shares may be increased or decreased by resolution of the
Board of Directors; provided, that no decrease shall reduce the number of shares
of Series A Junior Participating Preferred Stock to a number less than that of
the shares then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Company.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any
series of preferred stock of the Company ranking prior and superior to the
Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock, in
preference to the holders of shares of Common Stock, par value $0.001 per share
of the Company (the "Common Stock"), and of any other junior stock, shall be
entitled to receive,

when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on any regular
quarterly dividend payment date as shall be established by the Board of
Directors (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Junior
Participating Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 10,000 times the aggregate per share amount of
all cash dividends, and 10,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Junior Participating Preferred Stock.
In the event the Company shall at any time after August ___, 2002 (the "Rights
Declaration Date") declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(B) The Company shall declare a dividend or distribution on
the Series A Junior Participating Preferred Stock as provided in paragraph (A)
of this Section immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Junior Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Junior Participating Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share by share basis among all such
shares at the time outstanding. The Board of Directors may, in accordance with

2

applicable law, fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be not more
than such number of days prior to the date fixed for the payment thereof as may
be allowed by applicable law.

Section 3. Voting Rights.

The holders of shares of Series A Junior Participating
Preferred Stock shall have the following voting rights:

(A) Each share of Series A Junior Participating Preferred
Stock shall entitle the holder thereof to 10,000 votes on all matters submitted
to a vote of the stockholders of the Company. In the event the Company shall at
any time after the Rights Declaration Date declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

(B) Except as otherwise provided herein, in the Company's
Certificate of Incorporation or by law, the holders of shares of Series A Junior
Participating Preferred Stock, the holders of shares of Common Stock, and the
holders of shares of any other capital stock of the Company having general
voting rights, shall vote together as one class on all matters submitted to a
vote of stockholders of the Company.

(C) Except as otherwise set forth herein or in the Company's
Certificate of Incorporation, and except as otherwise provided by law, holders
of Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

Section 4. Certain Restrictions.

(A) Whenever dividends or distributions payable on the Series
A Junior Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Junior Participating Preferred Stock
outstanding shall have been paid in full, the Company shall not:

(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking

3

junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock;

(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Junior Participating Preferred Stock, except dividends paid
ratably on the Series A Junior Participating Preferred Stock and all
such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares
are then entitled;

(iii) except as permitted in Section 4(A)(iv) below,
redeem or purchase or otherwise acquire for consideration shares of any
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Participating
Preferred Stock, provided that the Company may at any time redeem,
purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Company ranking junior (either
as to dividends or upon dissolution, liquidation or winding up) to the
Series A Junior Participating Preferred Stock; and

(iv) purchase or otherwise acquire for consideration
any shares of Series A Junior Participating Preferred Stock, or any
shares of stock ranking on a parity with the Series A Junior
Participating Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.

(B) The Company shall not permit any subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares.

Any shares of Series A Junior Participating Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. The Company shall
cause all such shares upon their cancellation to be authorized but unissued
shares of Preferred Stock which may be reissued as part of a new series of
Preferred Stock, subject to the conditions and restrictions on issuance set
forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock of the Company ranking prior and superior to the
Series A Junior Participating Preferred Stock with respect to liquidation, upon
any liquidation (voluntary or otherwise), dissolution or

4

winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received $10,000.00 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A Liquidation Preference,
no additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock, unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 10,000 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock dividends, and
subdivisions, combinations and consolidations with respect to the Common Stock)
(such number in clause (ii) being referred to as the "Adjustment Number").
Following the payment of the full amount of the Series A Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series A
Junior Participating Preferred Stock and Common Stock, respectively, holders of
Series A Junior Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to 1 with respect
to such Series A Junior Participating Preferred Stock and Common Stock, on a per
share basis, respectively.

(B) In the event there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event
there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

(C) In the event the Company shall at any time after the
Rights Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the Adjustment Number
in effect immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

Section 7. Consolidation, Merger, etc.

In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Junior Participating
Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 10,000

5

times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Company shall at any time
after the Rights Declaration Date declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.

Section 8. Redemption.

The shares of Series A Junior Participating Preferred Stock
shall not be redeemable.

Section 9. Ranking.

The Series A Junior Participating Preferred Stock shall rank
junior to all other series of the Company's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

Section 10. Fractional Shares.

Series A Junior Participating Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock."

6

IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury
this ____th day of August, 2002.

By      
--------------------------------
Name:   Herbert A. Trucksess III
Title:  Chairman, President and Chief
Executive Officer

Attest

By:
--------------------------------
Name:  James J. Bellinghausen
Title: Vice President and Chief
Financial Officer

7

Exhibit B

[Form of Right Certificate]

Certificate No. R                                         Rights
---------------------------      -------

NOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE
COMPANY, THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT OR
EXCHANGE FOR COMMON STOCK, UNDER THE CIRCUMSTANCES AND ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED TO A PERSON WHO
WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN
ACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY ARE VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE
RIGHTS AGREEMENT.][*1]

Right Certificate

SCS TRANSPORTATION, INC.

This certifies that_____________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement dated as of August ___, 2002 (the "Rights Agreement")
between SCS Transportation, Inc., a Delaware corporation (the "Company"), and
Mellon Investor Services LLC, a New Jersey limited liability company (the
"Rights Agent"), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m.
Kansas City, Missouri time on the Expiration Date, as that term is defined in
the Rights Agreement, at the office designated for such purpose by the Rights
Agent, or its successor as Rights Agent, one ten-thousandth of a fully paid,
nonassessable share of the Series A Junior Participating Preferred Stock, par
value $0.001 per share ("Preferred Stock"), of the Company, at a purchase price
of $_____ per one ten-thousandth of a share (the "Purchase Price") upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of shares which may be purchased upon exercise of
each Right) and the Purchase Price set forth above, are the number and Purchase

--------
[1 The portion of the legend in brackets shall be inserted only if applicable.]

Price as of __________ based on the shares of Preferred Stock of the Company as
constituted at such date.

The Purchase Price and the number of shares of Preferred Stock
which may be purchased upon the exercise of each of the Rights evidenced by this
Right Certificate are subject to modification and adjustment upon the happening
of certain events as provided in the Rights Agreement.

This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Rights Agreement are on file at the Company and the
above-mentioned office of the Rights Agent and are also available upon written
request to the Company.

This Right Certificate, with or without other Right
Certificates, upon surrender at the stockholder services office (or such office
designated for such purpose) of the Rights Agent, may be exchanged for another
Right Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of shares of Preferred
Stock as the Rights evidenced by the Right Certificate or Right Certificates
surrendered shall have entitled such holder to purchase. If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive,
upon surrender hereof, another Right Certificate or Right Certificates for the
number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $0.01 per Right on or prior to the Stock Acquisition Date
(as defined in the Rights Agreement). In addition, subject to the provisions of
the Rights Agreement, each Right evidenced by this Certificate may be exchanged
by the Company at its option for one share of Common Stock following the Stock
Acquisition Date and prior to the time an Acquiring Person, as that term is
defined in the Rights Agreement, owns 50% or more of the Voting Power, as that
term is defined in the Rights Agreement, of the Company.

No fractional shares of Preferred Stock will be issued upon
the exercise of any Rights evidenced hereby (other than fractions which are
integral multiples of one ten-thousandth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts). In
lieu of fractions of a share, a cash payment will be made, as provided in the
Rights Agreement.

No holder of this Right Certificate shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or

2

withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Rights evidenced by this Right Certificate shall have been exercised as
provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of                 .
----------------

Attest:                                   SCS TRANSPORTATION, INC.

By                                        By
--------------------------------          ------------------------------------
Name:                                     Name:
-----------------------------             ---------------------------------
Title:                                    Title:
----------------------------              --------------------------------

Countersigned:

MELLON INVESTOR SERVICES LLC

By:
-------------------------------
Authorized signature

3

[Form of Reverse Side of Right Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED
--------------------------------------------
hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
(Please print name and address of transferee)

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

this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _____________ Attorney to
transfer the within Right Certificate on the books of the within named Company,
with full power of substitution.

Dated:
-----------------

--------------------------------------------------
Signature

(Signature must conform in all respects to name of
holder as specified on the face of this Right
Certificate)

Signature Guaranteed:

Signatures must be guaranteed by a member or a participant in
the Securities Transfer Agent Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchange Medallion Program.

4

CERTIFICATE

The undersigned hereby certifies by checking the appropriate
boxes that:

(1) this Right Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);

(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did 
[ ] did not acquire the Rights evidenced by this Right Certificate from any
Person who is, was or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.

Dated:
-----------------

--------------------------------------------------
Signature

(Signature must conform in all respects to name of
holder as specified on the face of this Right
Certificate)

5

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to
exercise the Right Certificate.)

To SCS TRANSPORTATION, INC.:

The undersigned hereby irrevocably elects to exercise Rights
represented by this Right Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of such Rights and requests that certificates for
such shares be issued in the name of:

Name:
-------------------------
Address:
----------------------

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

Social security
or taxpayer identification
number:
----------------------

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Name:
-------------------------
Address:
----------------------

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

Social security
or taxpayer identification
number:
----------------------

Dated:
-----------------

--------------------------------------------------
Signature

(Signature must conform in all respects to name of
holder as specified on the face of this Right
Certificate)

Signature Guaranteed:

Signatures must be guaranteed by a member or a participant in
the Securities Transfer Agent Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchange Medallion Program.

6

CERTIFICATE

The undersigned hereby certifies by checking the appropriate
boxes that:

(3) the Rights evidenced by this Right Certificate [ ] are [ ]
are not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement);

(4) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement);

(5) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right
Certificate from any Person who is, was or became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

Dated:
-----------------

--------------------------------------------------
Signature

(Signature must conform in all respects to name of
holder as specified on the face of this Right
Certificate)

NOTICE

The signature in the foregoing Forms of Assignment and
Election must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

In the event the certification set forth above in the form of
Assignment or the form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored as described in Section
7(e) of the Rights Agreement.

7

Exhibit C

SCS TRANSPORTATION, INC.

SUMMARY OF PREFERRED STOCK
PURCHASE RIGHTS

On August ___, 2002, the Board of Directors of SCS
Transportation, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of Common Stock, par value
$0.001 per share, of the Company (the "Common Stock"). The dividend distribution
is payable on September 30, 2002 (the "Record Date") to the stockholders of
record at the close of business on that date. Each Right entitles the registered
holder to purchase from the Company one ten-thousandth of a share of Series A
Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred
Stock") of the Company at a price of $_____ per one ten-thousandth of a share of
Preferred Stock (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of August
___, 2002, as the same may be amended from time to time (the "Rights
Agreement"), between the Company and Mellon Investor Services LLC, as Rights
Agent (the "Rights Agent").

Until the earlier to occur of (i) the close of business on the
tenth business day following the date of public announcement or the date on
which the Company first has notice or determines that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) (an "Acquiring Person") has
acquired, or obtained the right to acquire, 15% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
members of the Board of Directors then in office (the "Stock Acquisition Date")
or (ii) the close of business on the tenth business day (or such later date as
may be determined by action of the Board of Directors but not later than the
Stock Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or an employee benefit plan of the
Company) which, upon consummation, would result in such party's control of 15%
or more of the Company's voting stock (the earlier of the dates in clause (i) or
(ii) above being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates.

The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary

of Rights, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate certificates alone
will then evidence the Rights.

The Rights are not exercisable until the Distribution Date.
The Rights will expire, if not previously exercised, on September 30, 2012 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company.

The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then-current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).

The number of outstanding Rights and the number of one
ten-thousandths of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in shares of Common Stock
or subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.

Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable and junior to any other series of preferred stock
the Company may issue (unless otherwise provided in the terms of such stock).
Each share of Preferred Stock will have a preferential dividend in an amount
equal to 10,000 times any dividend declared on each share of Common Stock. In
the event of liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment of equal to the greater of $10,000 and 10,000
times the payment made per share of Common Stock. Each share of Preferred Stock
will have 10,000 votes, voting together with the Common Stock. In the event of
any merger, consolidation or other transaction in which shares of Common Stock
are converted or exchanged, each share of Preferred Stock will be entitled to
receive 10,000 times the amount and type of consideration received per share of
Common Stock. The rights of the Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.

Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one ten-thousandth interest in a
share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.

If any person or group (other than the Company, any subsidiary
of the Company or any employee benefit plan of the Company) acquires 15% or more
of the Company's

2

outstanding voting stock without the prior written consent of the Board of
Directors, each Right, except those held by such persons, would entitle each
holder of a Right to acquire such number of shares of the Company's Common Stock
as shall equal the result obtained by multiplying the then current Purchase
Price by the number of one-ten-thousandths of a share of Preferred Stock for
which a Right is then exercisable and dividing that product by 50% of the then
current per share market price of Company Common Stock.

If any person or group (other than the Company, any subsidiary
of the Company or any employee benefit plan of the Company) acquires more than
15% but less than 50% of the outstanding Company Common Stock without prior
written consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.

If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of the Board of Directors, each Right would
entitle the holders thereof (except for the Acquiring Person) to receive such
number of shares of the acquiring company's common stock as shall be equal to
the result obtained by multiplying the then current Purchase Price by the number
one-ten-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current market price
per share of the common stock of the acquiring company on the date of such
merger or other business combination transaction.

With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one ten-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.

At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including, but not limited to, an amendment to lower certain thresholds
described above to not less than the greater of (i) any percentage greater than
the largest percentage of the voting power of all securities of the Company then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than an excepted person) and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an

3

Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.

Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.

A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated September ___, 2002. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, as the same may be amended from time to time, which is hereby
incorporated herein by reference.

4

EXHIBIT 10.2

TAX INDEMNIFICATION AND ALLOCATION AGREEMENT

THIS TAX INDEMNIFICATION AND ALLOCATION AGREEMENT ("Agreement") is
entered into as of [insert date], 2002 by and between YELLOW CORPORATION, a
Delaware corporation ("Distributing Co.") and, SCS Transportation, Inc., a
Delaware corporation ("Controlled Co.") (Distributing Co. and Controlled Co. are
sometimes collectively referred to herein as the "Companies"). Capitalized terms
used in this Agreement are defined in Section 1 below. Unless otherwise
indicated, all "Section" references in this Agreement are to sections of this
Agreement.

PRELIMINARY STATEMENTS

A. As of the date hereof, Distributing Co. is the common parent of an
affiliated group of corporations, including Controlled Co., which has elected to
file consolidated Federal income tax returns.

B. The Companies have agreed to a distribution of all of the capital
stock of Controlled Co. on a pro-rata basis to the shareholders of Distributing,
in order to facilitate the separation of Controlled Co. from Distributing Co.
(the "Distribution"). In connection therewith, the Companies have entered into
the Master Separation and Distribution Agreement, dated _______, 2002 (the
"Distribution Agreement").

C. As a result of the Distribution, Controlled Co. and its Subsidiaries
(as determined immediately after the consummation of the Distribution) will
cease to be members of the affiliated group of which Distributing Co. is the
common parent (the "Distribution Date").

D. The Distribution is intended to qualify as a tax-free distribution
to Distributing Co. and its shareholders under Section 355 of the Internal
Revenue Code of 1986, as amended.

E. The Companies desire to provide for and agree upon the allocation
between the parties of liabilities for Taxes arising prior to, as a result of,
and subsequent to the transactions contemplated by the Distribution Agreement,
and to provide for and agree upon other matters relating to Taxes.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the mutual covenants
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

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Section 1. Definition of Terms. For purposes of this Agreement
(including the recitals hereof), the following terms have the following
meanings:

"Adjusted" means changed by an Adjustment.

"Adjustment" means with respect to a taxpayer for any Tax Period, any
adjustment to such taxpayer's Tax liability (or Taxes paid) or entitlement to
Carrybacks, Carryforwards, Tax refunds or credits for such Tax Period resulting
from (a) a Final Determination, (b) any settlement or other agreement with a Tax
Authority (including, without limitation, an acquiescence to any claim for
additional Taxes made by a Tax Authority) or a voluntary payment of Taxes (made
in connection with a pending or ongoing Tax Contest or otherwise) or (c) the
filing of an amended Tax Return or any claim for refund or credit.

"Adjustment Request" means any formal or informal claim or request
filed with any Tax Authority, or with any administrative agency or court, for an
Adjustment, including (a) any amended Tax return claiming an Adjustment to the
Taxes as reported on a Tax Return or, if applicable, as previously Adjusted, or
(b) any claim for refund or credit of Taxes previously paid.

"Affiliate" means any entity that directly or indirectly is
"controlled" by the person or entity in question. "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership
of voting securities, by contract or otherwise. Except as otherwise expressly
provided herein, the term Affiliate shall refer to Affiliates of a person as
determined immediately after the Distribution. The term "Affiliate" includes
Subsidiaries.

"Agreement" shall mean this Tax Indemnification and Allocation
Agreement.

"Allocated Federal Tax Liability" shall have the meaning provided in
Section 5.1(b)(i).

"Allocated State Tax Liability" shall have the meaning provided in
Section 5.3(b)(1)(A).

"Carryback" means any net operating loss, net capital loss, excess tax
credit, or other loss, credit or similar Tax item that may or must be carried
from one Tax Period to an earlier Tax Period under the Code or other applicable
Tax Law.

"Carryforward" means any net operating loss, net capital loss, excess
tax credit, or other loss, credit or similar Tax item that may or must be
carried from one Tax Period to a later Tax Period under the Code or other
applicable Tax Law.

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"Code" means the U.S. Internal Revenue Code of 1986, as amended, or any
successor law.

"Companies" means Distributing Co. and Controlled Co., collectively,
and "Company" means either of Distributing Co. or Controlled Co.

"Consolidated or Combined Income Tax" means any Income Tax computed by
reference to the assets or activities of members of more than one Group.

"Consolidated or Combined State Income Tax" means any State Income Tax
computed by reference to the assets or activities of members of more than one
Group.

"Consolidated or Combined State Income Tax Return" means any Tax Return
filed with respect to a Consolidated or Combined State Income Tax.

"Controlled Adjustment" means any proposed Adjustment asserted in a Tax
Contest to the extent Controlled Co. would be liable for any resulting Tax under
this Agreement or entitled to receive any resulting Tax Benefit under this
Agreement (as determined by Distributing Co. in its sole discretion).

"Controlled Group" means Controlled Co. and its Subsidiaries and wholly
owned limited liability companies as determined immediately after the
Distribution.

"Controlled Group Indemnified Party" shall mean each member of the
Controlled Group and their respective Affiliates, directors, officers,
employees, agents and other representatives.

"Controlled Group Prior Federal Tax Liability" shall have the meaning
provided in Section 2.2(b)(ii).

"Controlled Group Prior State Tax Liability" shall have the meaning
provided in Section 2.3(b)(ii)(B).

"Controlled Group Recomputed Federal Tax Liability" shall have the
meaning provided in Section 2.2(b)(i).

"Controlled Group Recomputed State Tax Liability" shall have the
meaning provided in Section 2.3(b)(ii)(A).

"Cumulative Federal Tax Payment" shall have the meaning provided in
Section 5.1(b)(ii).

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"Cumulative State Tax Payment" shall have the meaning provided in
Section 5.3(b)(1)(B).

"Distributing Co. Federal Consolidated Tax Return" means any United
States Federal Tax Return for the affiliated group (as that term is defined in
Code Section 1504) that includes Distributing Co. as the common parent and
includes any member of the Controlled Group.

"Distributing Co. Prohibited Action" means (a) a disposal or
discontinuance of the unionized trucking business conducted by Yellow
Transportation, Inc. that causes Distributing Co. not to be engaged immediately
after the Distribution in the active conduct of a trade or business (within the
meaning of Section 355(b)(1)(A) of the Code), (b) a repurchase of Distributing
Co. stock by Distributing Co. after the Distribution that does not satisfy the
requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 or (c) a
merger of Distributing Co. with another corporation, an acquisition by any
person (taking into account the provisions of Section 355(e)(4)(C) of the Code)
of 50% or more (by vote or value) of the outstanding stock of Distributing Co.,
or a liquidation of Distributing Co.

"Distributing Co. Tax Opinion" means any written legal opinion rendered
to Distributing Co. regarding the U.S. federal income tax treatment of the
Distribution and/or any transactions undertaken in preparation for or in
contemplation of the Distribution.

"Distributing Group" means Distributing Co. and its Subsidiaries and
wholly owned limited liability companies, as determined immediately after the
Distribution.

"Distributing Group Indemnified Party" shall mean each member of the
Distributing Group and their respective Affiliates, directors, officers,
employees, agents and other representatives.

"Distribution" means the distribution to the shareholders of
Distributing Co. of all of the outstanding capital stock of Controlled Co. owned
by Distributing Co.

"Distribution Agreement" has the meaning set forth in the recitals
hereto.

"Distribution Date" means the date on which the Distribution occurs.

"Distribution Taxes" means any Income Taxes imposed on Distributing Co.
with respect to the distribution of the stock of Controlled Co. to the
shareholders of Distributing Co. pursuant to Section 311(b) or Section 355 of
the Code (including, without limitation, pursuant to Sections 355(d) or (e)) or
any similar provision of state, local or non-U.S. Tax Law (but excluding any
Income Tax resulting from the triggering of an excess loss account with respect
to the stock of Controlled Co., which shall be considered a Restructuring Income
Tax),

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computed without taking into account any available Tax losses or credits (or
Carrybacks or Carryforwards) of members of the Distributing Group.

"Federal Income Tax" means any Tax imposed by Subtitle A or F of the
Code.

"Final Determination" means (i) a decision, judgment, decree, or other
order by a court of competent jurisdiction, which has become final and
unappealable, or (ii) any other final disposition, including by reason of the
expiration of the applicable statute of limitations or pursuant to Code sections
1311 through 1313, or comparable provision of state, local, or foreign law.

"Foreign Income Tax" means any Tax imposed by any foreign country or
any possession of the United States, or by any political subdivision of any
foreign country, or United States possession, which is an income tax as defined
in Treasury Regulation Section 1.901-2.

"Group" means the Distributing Group or the Controlled Group, as the
context requires.

"Income Tax" means any Federal Income Tax, State Income Tax, or Foreign
Income Tax.

"Indemnifiable Loss Claim" shall mean any claim asserted against any
Distributing Group Indemnified Party that could give rise to an Indemnifiable
Loss, and any related administrative or judicial proceedings.

"Indemnifiable Losses" of a Distributing Group Indemnified Party shall
mean: (1) any and all Taxes and other liabilities directly or indirectly
asserted against, imposed upon or incurred by such Distributing Group
Indemnified Party as a result of the failure or asserted failure of the
Distribution to satisfy the requirements of Section 355 of the Code, including,
without limitation, any liability of such Distributing Group Indemnified Party
arising out of or related to claims asserted against such Distributing Group
Indemnified Party by any shareholder participating in the Distribution, whether
or not any shareholder participating in the Distribution, or the IRS or any Tax
Authority, ultimately is successful in seeking recourse against Distributing Co.
or such Distributing Group Indemnified Party and (2) all related costs and
expenses (including, without limitation, reasonable attorneys' fees).

"IRS" means the Internal Revenue Service.

"IRS Letter Ruling" means an IRS private letter ruling, dated August 2,
2002, setting forth IRS rulings regarding certain Tax consequences of the
Distribution and certain related transactions, together with any supplemental
private letter rulings issued with respect thereto.

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"Large Corporate Underpayment Rate" means the rate applicable, from
time to time, pursuant to section 6621(c) of the Code.

"Payment Date" means (i) with respect to any Distributing Co. Federal
Consolidated Return, the due date for any required installment of estimated
taxes determined under Code Section 6655, the due date (determined without
regard to extensions) for filing the return determined under Code Section 6072,
and the date the return is filed, and (ii) with respect to any Tax Return for
any Consolidated or Combined State Income Tax, the corresponding dates
determined under the applicable Tax Law.

"Post-Distribution Period" means any Tax Period beginning after the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period beginning the day after the Distribution Date.

"Person" means an individual, partnership, limited liability company,
corporation, trust, estate, unincorporated organization or other legal entity
(including, without limitation, a government or agency or political subdivision
thereof).

"Pre-Distribution Period" means any Tax Period ending on or before the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period ending on the Distribution Date.

"Prior Intercompany Tax Allocation Agreements" means any written or
oral agreement or any other arrangements relating to the allocation of Taxes
existing between or among the Distributing Group and/or the Controlled Group
immediately prior to the Distribution (other than this Agreement and the
Distribution Agreement and other than any such agreement or arrangement solely
between or among entities that are members of a single Group).

"Prohibited Action" shall mean any action inconsistent with any
representation made in connection with the IRS Letter Ruling, the Ruling Request
or the Distributing Co. Tax Opinion.

"Required Action" shall mean any action necessary to comply with any
representation made in connection with the IRS Letter Ruling, the Ruling Request
or the Distributing Co. Tax Opinion.

"Responsible Company" means, with respect to any Tax Return, the
Company having responsibility for preparing and filing such Tax Return under
this Agreement.

"Restructuring Income Taxes" means (i) any Income Taxes (including,
without limitation, any Income Taxes resulting from the triggering of deferred
intercompany gains or excess loss accounts) imposed on the Distributing Group or
the Controlled Group as a result of 

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pre-Distribution transfers of assets (including, without limitation, any stock
or other debt or equity interests in entities) or liabilities in connection with
the Distribution or any other transactions undertaken in preparation for the
Distribution, whether or not liability for such Income Taxes is triggered by the
Distribution and (ii) any Income Taxes imposed on the Distributing Group or the
Controlled Group that are not described in clause (i) and that result from the
triggering of any deferred intercompany gains or excess loss accounts by virtue
of the Distribution, computed under both clause (i) and clause (ii), without
taking into account any available Tax losses or credits (or Carrybacks or
Carryforwards) of members of the Distributing Group.

"Ruling Request" means the ruling request filed by Distributing Co.
with the IRS on April 1, 2002, requesting a ruling from the IRS regarding
certain tax consequences of the Distribution and certain related transactions
(including all attachments, exhibits, and other materials submitted with such
ruling request) and any amendment or supplement to such ruling request.

"Separate Company Tax" means any Tax computed by reference to the
assets and activities of a member or members of a single Group, but only if no
member of the other Group may be or become liable (directly or secondarily) for
such Tax (as determined by Distributing Co. in its sole discretion).

"Stand-Alone Tax Liability" of the Controlled Group with respect to any
Distributing Co. Federal Consolidated Tax Return or Consolidated or Combined
State Income Tax Return shall mean an amount (which may be positive or negative)
equal to the sum of (1) the product of (a) the hypothetical taxable income or
loss of the Controlled Group (determined without regard to any exemption amounts
allowable under the Code or applicable state, local or non-U.S. law and without
any portion of any Tax benefits described in Section 1561 of the Code (or any
similar provision of state, local or non-U.S. law)) included in such
Distributing Co. Federal Consolidated Tax Return or Consolidated or Combined
State Income Tax Return and (b) the marginal federal, state or local income tax
rate applicable to the Tax Period in question, less (c) the hypothetical net Tax
credits of the Controlled Group included in such Distributing Co. Federal
Consolidated Tax Return or Consolidated or Combined State Income tax Return and
(2) the hypothetical alternative minimum tax liability (or similar state, local
or non-U.S. tax liability) of the Controlled Group (determined without regard to
any exemption amounts allowable under the Code or applicable state, local or
non-U.S. law and without any portion of any Tax benefits described in Section
1561 of the Code (or any similar provision of state, local or non-U.S. law))
with respect to such Tax Return. In making the computations required by the
preceding sentence, the hypothetical taxable income or loss, net Tax credits
and/or alternative minimum Tax liability of the Controlled Group shall be
determined as if the Controlled Group had been a separate affiliated,
consolidated, combined or unitary group for the Tax Period in question (but not
for any other Tax Period), but each Tax Item (including

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Carrybacks or Carryforwards) of each member of the Controlled Group shall be
taken into account to the extent (and only to the extent) such Tax Item was
actually utilized in the actual Distributing Co. Federal Consolidated Tax Return
or the actual Consolidated or Combined State Income Tax Return in question.
Thus, by way of examples, (1) gains and losses of the members of the Controlled
Group arising with respect to transactions between a member of the Controlled
Group and a member of the Distributing Group shall be taken into account only if
and when such Tax Items are taken into account pursuant to Treasury Regulations
Section 1.1502-13 in determining the actual Tax Liability on the Distributing
Co. Federal Consolidated Tax Return or Consolidated or Combined State Income Tax
Return in question and (2) if a deduction, loss or credit of a member of the
Controlled Group would have been utilized in a hypothetical stand-alone Tax
Return of the Controlled Group, but such deduction, loss or credit was not
actually utilized (by either a member of the Controlled Group or a member of the
Distributing Group) in the actual Distributing Co. Consolidated Federal Tax
Return or Consolidated or Combined State Income Tax Return in question, such Tax
Item shall not be taken into account in determining Stand-Alone Tax Liability
with respect to such Distributing Co. Consolidated Federal Tax Return or
Consolidated or Combined State Income Tax Return. All determinations and
computations regarding the Stand-Alone Tax Liability of the Controlled Group
shall be made by Distributing Co. in its sole discretion.

"State Income Tax" means any Tax imposed by any State of the United
States or by any political subdivision of any such State which is imposed on or
measured by net income, including state and local franchise or similar Taxes
measured by net income.

"Straddle Period" means any Tax Period that begins on or before and
ends after the Distribution Date.

"Subsidiary" shall have the meaning set forth in Treasury Regulations
section 1.1502-1(c).

"Tax" or "Taxes" means (i) any income, gross income, gross receipts,
profits, capital stock, franchise, withholding, payroll, social security,
workers compensation, unemployment, disability, property, ad valorem, stamp,
excise, severance, occupation, service, sales, use, license, lease, transfer,
import, export, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any Tax Authority (within or without the United States),
(ii) any interest, penalties, additions to tax, or additional amounts in respect
of the foregoing and (iii) any transferee, successor, joint and several,
contractual or other liability for any item described in clause (i) or clause
(ii).

"Tax Authority" means, with respect to any Tax, the jurisdiction (or
political subdivision thereof) or governmental entity that imposes such Tax, and
the agency (if any) charged with the collection of such Tax for such
jurisdiction or governmental entity.

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"Tax Benefit" means any refund, credit, or other reduction in otherwise
required Tax payments (including any reduction in estimated tax payments).

"Tax Contest" means an audit, examination, or any other administrative
or judicial proceeding with the purpose or effect of redetermining Taxes of any
of the Companies or their Affiliates (including any administrative or judicial
review of any Adjustment Request) for any Tax Period ending on or before the
Distribution Date or any Straddle Period.

"Tax Item" means, with respect to any Income Tax, any item of income,
gain, loss, deduction, and credit.

"Tax Law" means the law of any jurisdiction (or political subdivision
thereof) relating to any Tax.

"Tax Period" means, with respect to any Tax, the period for which the
Tax is reported as provided under the Code or other applicable Tax Law,
including any partial period for which estimated Tax is due.

"Tax Records" means Tax Returns, Tax Return workpapers, documentation
relating to any Tax Contests, and any other books of account or records required
to be maintained under the Code or other applicable Tax Laws or under any record
retention agreement with any Tax Authority.

"Tax Return" means any return or report of Taxes due, any claims for
refund of Taxes paid, any information return with respect to Taxes, or any other
similar report, statement, declaration, or document required to be filed under
the Code or other Tax Law, including any attachments, exhibits, or other
materials submitted with any of the foregoing, and including any amendments or
supplements to any of the foregoing.

"Transfer Taxes" means any transfer, documentary, stamp, sales, use,
real estate transfer, capital or other similar Taxes imposed on members of the
Distributing Group or on members of the Controlled Group (or their respective
shareholders) in connection with (a) any pre-Distribution transfers of assets
(including, without limitation, any stock or other debt or equity interests in
entities) or liabilities in connection with the Distribution or any other
transactions undertaken in preparation for the Distribution or (b) the
Distribution.

"Treasury Regulations" means the regulations promulgated from time to
time under the Code as in effect for the relevant Tax Period.

Section 2. Allocation of Tax and Certain Other Liabilities. The
provisions of this Section 2 are intended to determine each Company's liability
for certain Taxes. Once the liability has been determined under this Section 2,
Section 5 determines the time when payment 

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of the liability is to be made, and whether the payment is to be made to the Tax
Authority directly or to the other Company. Section 2.5 also provides for
indemnification with respect to certain Tax and other matters.

2.1.  General Rule.

(a) Distributing Co. Liability. Distributing Co. shall be liable for
all Taxes of the Distributing Group not specifically allocated to Controlled Co.
under this Section 2. Distributing Co. shall indemnify and hold harmless the
Controlled Group Indemnified Parties from and against any liability for Taxes
for which Distributing Co. is liable under this Section 2.1(a) and all related
costs and expenses (including, without limitation, reasonable attorneys' fees).

(b) Controlled Co. Liability. Controlled Co. shall be liable for, and
shall indemnify and hold harmless the Distributing Group Indemnified Parties
from and against any liability for Taxes and other amounts allocated to
Controlled Co. under this Agreement and all related costs and expenses
(including, without limitation, reasonable attorneys' fees).

2.2. Allocation of United States Federal Income Tax. Except as provided
in Section 2.5:

(a) Allocation of Tax Relating to Federal Consolidated Tax Returns.
With respect to any Distributing Co. Federal Consolidated Tax Return originally
filed after the Distribution Date, Controlled Co. shall be liable to
Distributing Co. for the Controlled Group's positive Stand-Alone Tax Liability,
if any, with respect to such Distributing Co. Federal Consolidated Tax Return.
If the Controlled Group has a negative Stand-Alone Tax Liability with respect to
any Distributing Co. Federal Consolidated Tax Return described in the preceding
sentence, Controlled Co. shall be entitled to a payment from Distributing Co. to
the extent provided in the last sentence of Section 5.1(b).

(b) Allocation of Federal Consolidated Tax Return Adjustments. If there
is any Adjustment after the Distribution Date to an originally filed
Distributing Co. Federal Consolidated Tax Return, or to any such Tax Return as
previously Adjusted (before or after the Distribution Date), Controlled Co.
shall be liable to Distributing Co. for the excess (if any) of--

(i) the Stand-Alone Tax Liability (whether positive or
negative) of the Controlled Group with respect to such Tax Return as so
Adjusted (the "Controlled Group Recomputed Federal Tax Liability");
minus

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(ii) the Stand-Alone Tax Liability (whether positive or
negative) of the Controlled Group with respect to such Tax Return as
originally filed (or if applicable, as previously Adjusted) (the
"Controlled Group Prior Federal Tax Liability").

If the Controlled Group Prior Federal Tax Liability (whether positive or
negative) exceeds the Controlled Group Recomputed Federal Tax Liability (whether
positive or negative), Controlled Co. shall be entitled to a payment from
Distributing Co. in accordance with Section 5.2(b).

For purposes of this Section 2.2(b), the determination and payment of
estimated Taxes (including the determination and payment of any Tax required to
be paid with a request for an extension of time to file a Tax Return) shall not
be treated as an Adjustment.

2.3. Allocation of State Income Taxes. Except as provided in Section
2.5, State Income Taxes shall be allocated as follows:

(a) Separate Company Taxes. In the case of any State Income Tax which
is a Separate Company Tax, Controlled Co. shall be liable for any such Tax
imposed on any member of the Controlled Group for any Tax Period.

(b) Consolidated or Combined State Income Taxes. In the case of any
Consolidated or Combined State Income Tax, the liability of Controlled Co. with
respect to such Tax for any Tax Period shall be computed as follows:

(i) Allocation of Tax Reported on Tax Returns. In the case of
any Consolidated or Combined State Income Tax Return originally filed
after the Distribution Date, Controlled Co. shall be liable to
Distributing Co. for the Controlled Group's positive Stand-Alone Tax
Liability, if any, with respect to such Consolidated or Combined State
Income Tax Return. If the Controlled Group has a negative Stand-Alone
Tax Liability with respect to any Consolidated or Combined State Income
Tax Return described in the preceding sentence, Controlled Co. shall be
entitled to a payment from Distributing Co. to the extent provided in
the last sentence of Section 5.3(b).

(ii) Allocation of Combined or Consolidated State Income Tax
Adjustments. If there is any Adjustment after the Distribution Date to
an originally filed Tax Return Consolidated or Combined State Income
Tax Return (or to any such Tax Return as previously Adjusted (before or
after the Distribution Date)), Controlled Co. shall be liable to
Distributing Co. for the excess (if any) of--

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(A) the Stand-Alone Tax Liability (whether positive
or negative) of the Controlled Group with respect to such Tax
Return as so Adjusted (the "Controlled Group Recomputed State
Tax Liability"); minus

(B) the Stand-Alone Tax Liability (whether positive
or negative) of the Controlled Group with respect to such Tax
Return as originally filed (or, if applicable, as previously
Adjusted) (the "Controlled Group Prior State Tax Liability").

If the Controlled Group Prior State Tax Liability (whether positive or negative)
exceeds the Controlled Co. Group Recomputed State Tax Liability (whether
positive or negative), Controlled Co. shall be entitled to a payment from
Distributing Co. in accordance with Section 5.4(b)(1).

For purposes of this Section 2.3(b)(ii), the determination and payment
of estimated Taxes (including the determination and payment of any Tax required
to be paid with a request for an extension of time to file a Tax Return) shall
not be treated as an Adjustment.

2.4. Allocation of Other Taxes. Except as provided in Section 2.5, all
Taxes other than those specifically allocated pursuant to Sections 2.2 and 2.3
shall be allocated to the legal entity on which the legal incidence of the Tax
is imposed and Controlled Co. shall be liable for all Taxes imposed on any
member of the Controlled Group. The Companies believe that there is no Tax not
specifically allocated pursuant to Sections 2.2, 2.3 or 2.5 which is legally
imposed on more than one legal entity (e.g., joint and several liability);
however, if there is any such Tax, it shall be allocated using principles
similar to those set forth in Sections 2.2, 2.3 and 2.5, as determined by
Distributing Co. in its sole discretion.

2.5. Transaction and Other Taxes. Controlled Co. shall be liable for,
and shall indemnify and hold harmless the Distributing Group Indemnified Parties
from and against:

(a) any Transfer Taxes;

(b) any Distribution Taxes and any Indemnifiable Losses, except to the
extent such Distribution Taxes or Indemnifiable Losses are primarily the direct
and proximate result of a Distributing Co. Prohibited Action (as determined by
Distributing Co. in its reasonable discretion); and

(c) any Restructuring Income Taxes.

2.6. Allocation of Unused Tax Attributes. Unused Tax attributes for
Pre-Distribution Periods shall be allocated between the Groups in accordance
with the Code and the Treasury

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Regulations (or comparable provisions of other Tax Law), or, where no treatment
is specifically provided or required, as determined by Distributing Co. in its
sole discretion.

Section 3.  Proration of Tax Items for Straddle Periods.

3.1. General Method of Proration. In the case of any Straddle Period
(including the Pre-Distribution Period of the Controlled Group ending on the
Distribution Date and the Post-Distribution Period of the Controlled Group
beginning on the day after the Distribution Date, if the taxable period of the
Distributing Group does not end on the Distribution Date), Tax Items shall be
apportioned between Pre-Distribution Periods and Post-Distribution Periods in
accordance with the principles of Treasury Regulation Section
1.1502-76(b)(2)(ii) if and to the extent that Distributing Co. (in its sole
discretion) elects to have such principles apply (and, if Distributing Co.
elects to have such principles apply, as applied by Distributing Co. in its sole
discretion).

3.2. Extraordinary Items. In determining the apportionment of Tax Items
between Pre-Distribution Periods and Post-Distribution Periods, any Tax Items
arising in connection with the Distribution or any transactions undertaken in
preparation for the Distribution shall be treated as extraordinary items
described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall be
allocated to Pre-Distribution Periods to the extent and in the manner determined
by Distributing Co. in its sole discretion.

Section 4. Preparation and Filing of Tax Returns.

4.1. General. Except as otherwise provided in this Section 4, Tax
Returns shall be prepared and filed when due (including extensions) by the
person obligated to file such Tax Returns under the Code or applicable Tax Law.
The Companies shall provide, and shall cause their Affiliates to provide,
assistance and cooperate with one another in accordance with Section 7 with
respect to the preparation and filing of Tax Returns, including providing
information required to be provided in Section 7.

4.2. Distributing Co.'s Responsibility. Distributing Co. shall prepare
and file, or cause to be prepared and filed:

(a) all Distributing Co. Federal Consolidated Tax Returns;

(b) all Consolidated or Combined State Income Tax Returns;

(c) all other Tax Returns for or that include only members of
the Distributing Group; and

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(d) to the extent Distributing Co. so elects at any time, any
Tax Returns (not described in clauses (a), (b) or (c)) with respect to
Taxes for which any member of the Distributing Group may be or become
liable directly or secondarily (including, without limitation, Transfer
Taxes).

Any Tax Returns prepared and filed by Distributing Co. under this
Section 4.2 or under Section 4.3 shall be prepared exclusively by Distributing
Co. in its sole discretion, and neither Controlled Co. nor any other member of
the Controlled Group shall have any right to review or comment on the
preparation of such Tax Returns or to consent or withhold consent to the filing
of such Tax Returns (except as expressly provided in Section 4.5).

4.3. Controlled Co.'s Responsibility. Controlled Co. shall prepare and
file, or shall cause to be prepared and filed, (i) all Tax Returns required to
be filed after the Distribution Date by any member of the Controlled Group with
respect to Separate Company Taxes and (ii) any other Tax Return (required to be
filed after the Distribution Date) for or that includes any member of the
Controlled Group that Distributing Co. does not elect to prepare and file
pursuant to Section 4.2(d). In the case of each Tax Return (if any) described in
clause (ii) of the preceding sentence, Distributing Co. shall be given an
opportunity to review and comment on such Tax Return (no later than 30 days
prior to the due date for filing such Tax Return) and such Tax Return shall not
be filed without the prior written consent of Distributing Co. (which may be
given or withheld in Distributing Co.'s sole discretion); provided that, if
Distributing Co. fails to provide its consent at least 10 days prior to the due
date for filing such Tax Return, Distributing Co. shall assume exclusive control
of, and shall be responsible for finalizing and filing, such Tax Return. Unless
otherwise required by law, all Tax Returns described in this Section 4.3
(including any future amendments thereof or supplements thereto) that are
prepared by Controlled Co. shall be prepared in a manner consistent with any
prior Tax Returns prepared with respect to the Controlled Group entity(ies) in
question (including, without limitation, in a manner consistent with any Tax
Returns with respect to Consolidated or Combined Income Taxes). The Chief
Financial Officer (or other responsible officer) of Controlled Co. shall certify
in writing to Distributing Co. that all of the Income Tax Returns filed by
members of the Controlled Group for the short Tax Period and the first full Tax
Period ending after the Distribution Date have been filed consistent with
Distributing Co.'s past practice (as described in the preceding sentence). The
foregoing certifications shall be provided no later than one year after the
close of the Tax Period to which each respective certification relates, and
additional certifications shall be provided within 45 days of the filing of any
amended Income Tax Return with respect to either Tax Period in question.

4.4. Consolidated or Combined Returns. The Companies will elect and
join, and will cause their respective Affiliates to elect and join, in filing
consolidated, unitary, combined, or other similar joint Tax Returns (to the
extent each entity is eligible to join in such Tax Returns) as and to the extent
determined by Distributing Co. in its sole discretion.

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4.5. Execution of Certain Tax Returns Prepared by Distributing Co. In
the case of any Tax Return which is prepared and filed by Distributing Co. under
Sections 4.2(d) or 4.3 but is required by law to be signed by Controlled Co. (or
by its authorized representative), Controlled Co. shall be required to sign such
Tax Return unless there is no reasonable basis for the tax treatment of any
material item reported on the Tax Return.

4.6. Adjustment Requests.

(a) Distributing Co. Consent Required for Adjustment Requests Relating
to Consolidated or Combined Income Tax. Unless Distributing Co. consents in
advance in writing, which consent shall be granted or withheld in Distributing
Co.'s sole discretion (i) no Adjustment Request shall be filed with respect to
any Consolidated or Combined Income Tax and (ii) any elections available to
members of the Controlled Group to waive the right to claim in any
Pre-Distribution Period any Carryback arising in a Post-Distribution Period with
respect to any Consolidated or Combined Income Tax shall be made, and no
affirmative election shall be made to claim any such Carryback. Any Adjustment
Request which Distributing Co. consents to make under this Section 4.6 shall be
prepared and filed by Distributing Co. in its sole discretion. In connection
with any Adjustment Request prepared and filed by Distributing Co. with respect
to any Consolidated or Combined Income Tax (whether such Adjustment Request was
requested by Controlled Co. or was initiated by Distributing Co. on its own),
Controlled Co. shall provide to Distributing Co. all information required of the
Controlled Group for the preparation and filing of such Adjustment Request in
such form and detail as reasonably requested by Distributing Co. Notwithstanding
anything to the contrary in this paragraph (a), the consent of Controlled Co.
shall not be required for any Adjustment Request initiated by Distributing Co.
or any member of the Distributing Group with respect to any Consolidated or
Combined Income Tax (whether or not such Adjustment Request was requested by a
member of the Controlled Group).

(b) Entitlement to the Benefit of any Refunds or Credits with Respect
to Consolidated or Combined Income Taxes. Any Tax Benefit arising with respect
to any Adjustment of any Consolidated or Combined Income Tax (including, without
limitation, any Tax Benefit arising with respect to a Carryback to a
Pre-Distribution Period of a loss or credit of a member of the Controlled Group
arising in a post-Distribution Period) shall belong exclusively to the
Distributing Group; it being understood that Controlled Group shall share in any
such Tax Benefit only to the extent that such Tax Benefit results in an
adjustment in favor of Controlled Co. pursuant to Section 2.2(b) or Section
2.3(b)(ii).

(c) Application of This Section to Certain Other Taxes. Principles
similar to those set forth in Sections 4.6(a) and (b) shall apply to Adjustments
with respect to any Tax other than a Consolidated or Combined Income Tax if,
pursuant to Section 2.4, Distributing Co.

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determines in its sole discretion that any member of the Distributing Group may
be or become legally responsible (directly or secondarily) for such Tax.

Section 5. Tax Payments and Intercompany Billings.

5.1. Payment of Taxes With Respect to Distributing Co. Federal
Consolidated Tax Returns Originally Filed After the Distribution Date. In the
case of any Distributing Co. Federal Consolidated Tax Return that will
originally be filed after the Distribution Date:

(a) Computation and Payment of Tax Due. Distributing Co. shall compute
the amount of Tax required to be paid to the IRS with respect to such Tax Return
(including, without limitation, any estimated Taxes) and shall pay such amount
to the IRS on or before such Payment Date.

(b) Computation and Payment of Controlled Co. Liability With Respect to
Tax Due. Within 10 days of receiving from Distributing Co. a written request for
payment (and in no event later than five days before the corresponding Tax
payment is payable by Distributing Co. to the IRS), Controlled Co. will pay to
Distributing Co. the excess (if any) of--

(i) the Stand-Alone Tax Liability (whether positive or
negative) of the Controlled Group under Section 2.2(a) with respect to
such Tax Return through the Payment Date in question (the "Allocated
Federal Tax Liability"), over

(ii) the cumulative net payments with respect to such Tax
Return prior to such Payment Date by the members of the Controlled
Group (the "Cumulative Federal Tax Payment").

If the Cumulative Federal Tax Payment of the Controlled Group is greater than
the Allocated Federal Tax Liability of the Controlled Group as of any Payment
Date, then Distributing Co. shall pay such excess to Controlled Co. within 30
days of Distributing Co.'s receipt of the corresponding Tax Benefit (i.e.,
through either a reduction in Distributing Co.'s otherwise required Tax payment
or a credit or refund of prior Tax payments).

5.2.  Payment of Federal Income Tax Related to Adjustments.

(a) Adjustments Resulting in Underpayments. Distributing Co. shall pay
to the IRS when due any additional Federal Income Tax required to be paid as a
result of any Adjustment to the Tax liability with respect to any Distributing
Co. Federal Consolidated Tax Return. In connection with any Adjustment to a
Distributing Co. Federal Consolidated Tax Return (whether or not such Adjustment
results in a payment to the IRS), Distributing Co. shall compute the amount
attributable to the Controlled Group in accordance with Section 2.2(b), and
Controlled Co. shall pay to Distributing Co. any amount due under Section 2.2(b)

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(as determined by Distributing Co. in its sole discretion) within 10 days of
receiving from Distributing Co. a written request for payment (and in no event
later than five days before the corresponding Tax payment is payable by
Distributing Co. to the IRS).

(b) Adjustments Resulting in Overpayments. Within 10 days of receipt by
Distributing Co. of any Tax Benefit resulting from any Adjustment with respect
to any Distributing Co. Federal Consolidated Tax Return, Distributing Co. shall
pay to Controlled Co. any amounts due to Controlled Co. pursuant to the last
sentence of Section 2.2(b).

5.3. Payment of State Income Tax With Respect to Returns Originally
Filed After the Distribution Date. In the case of any State Income Tax Return
that will originally be filed after the Distribution Date:

(a) Computation and Payment of Tax Due. As provided in Section 4, the
Responsible Company shall compute the amount of Tax required to be paid to the
applicable Tax Authority with respect to such Tax Return on such Payment Date
(including, without limitation, any estimated Taxes) and:

(i) if such Tax Return is with respect to a Consolidated or
Combined State Income Tax, the Distributing Co. shall pay such amount
to such Tax Authority on or before such Payment Date; and

(ii) if such Tax Return is with respect to any Tax other than
a Consolidated or Combined Income Tax, the Responsible Company shall
pay such amount to such Tax Authority on or before such Payment Date.

(b) Computation and Payment of Controlled Co. Liability With Respect To
Tax Due. Within 10 days of receiving from Distributing Co. a written request for
payment (and in no event later than five days before the corresponding Tax
Payment is payable by Distributing Co. to the applicable Tax Authority),
Controlled Co. will pay to Distributing Co.:

(i) in the case of any Consolidated or Combined State Income
Tax Return, the excess (if any) of -

(A) the Stand-Alone Tax Liability (whether positive
or negative) of the Controlled Group under Section 2.3(b)(i)
with respect to such Tax Return through the Payment Date in
question (the "Allocated State Tax Liability"), over

(B) the cumulative net payments with respect to
such Tax Return prior to such Payment Date by the members of
the Controlled Group (the "Cumulative State Tax Payment");
and

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(ii) in the case of any Tax described in Section 5.3(a)(ii)
for which Controlled Co. is responsible under this Agreement but
Distributing Co. is the Responsible Company, the full amount of Tax
due.

If, with respect to any Consolidated or Combined State Income Tax Return
described in clause (i), the Cumulative State Tax Payment of the Controlled
Group is greater than the Allocated State Tax Liability of the Controlled Group
as of any Payment Date, then Distributing Co. shall pay such excess to
Controlled Co. within 30 days of Distributing Co.'s receipt of the corresponding
Tax Benefit.

5.4. Payment of State Income Tax Related to Adjustments.

(a) Adjustments Resulting in Underpayments.

(1) Consolidated or Combined State Income Taxes. Distributing
Co. shall pay to the applicable Tax Authority when due any additional
State Income Tax required to be paid as a result of any Adjustment to
the Tax liability with respect to any Consolidated or Combined State
Income Tax Return. In connection with any Adjustment to a Consolidated
or Combined State Income Tax Return (whether or not such Adjustment
results in a payment to the applicable Tax Authority), Distributing Co.
shall compute the amount attributable to the Controlled Group in
accordance with Section 2.3(b)(ii) and Controlled Co. shall pay to
Distributing Co. any amount due under Section 2.3(b)(ii) (as determined
by Distributing Co. in its sole discretion) within 10 days of receiving
from Distributing Co. a written request for payment (and in no event
later than five days before the corresponding Tax payment is payable by
Distributing Co. to the applicable Tax Authority).

(2) Certain Other Taxes. With respect to any Tax described in
Section 5.3(b)(ii), Distributing Co. shall pay to the applicable Tax
Authority when due any additional Taxes required to be paid as a result
of any Adjustment. Within 10 days of receiving from Distributing Co. a
written request for payment (and in no event later than five days
before any such Tax is payable by Distributing Co. to the applicable
Tax Authority), Controlled Co. shall pay to Distributing Co. an amount
equal to the full amount of any such Tax.

(b) Adjustments Resulting in Overpayments.

(1) Consolidated or Combined State Income Taxes. Within 30
days of receipt by Distributing Co. of any Tax Benefit resulting from
any Adjustment with respect to any Consolidated or Combined State
Income Tax Return, Distributing Co. shall pay to Controlled Co. any
amounts due to Controlled Co. pursuant to the last sentence of Section
2.3(b)(ii).

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(2) Certain Other Taxes. With respect to any Tax described in
Section 5.3(b)(ii), within 30 days of receipt by Distributing Co. of
any Tax Benefit resulting from any Adjustment, Distributing Co. shall
pay to Controlled Co. an amount equal to such Tax Benefit (net of any
Taxes imposed on Distributing Co. or Distributing Co.'s Affiliates in
connection with the receipt of such Tax Benefit).

5.5. Payment of Separate Company Taxes. Except as otherwise provided in
Sections 5.3(a)(ii) and 5.4(a)(2), each Company shall pay, or shall cause to be
paid, to the applicable Tax Authority when due all Separate Company Taxes owed
by such Company or a member of such Company's Group.

5.6. Computation of Underpayment and Overpayment Interest and Penalties
with Respect to Consolidated or Combined Income Taxes. In connection with any
change in the Stand-Alone Tax Liability of the Controlled Group giving rise to a
payment (by Controlled Co. to Distributing Co., or by Distributing Co. to
Controlled Co.) under Sections 5.2(a), 5.2(b), 5.4(a)(1) or 5.4(b)(1),
Distributing Co. shall determine in its sole discretion whether Controlled Co.
owes Distributing Co. additional amounts attributable to underpayment interest
and/or penalties and whether Distributing Co. owes Controlled Co. additional
amounts attributable to overpayment interest. These determinations shall be made
with respect to the Controlled Group on a hypothetical stand-alone basis, in a
manner consistent with the determination of the Controlled Group's Stand-Alone
Tax Liability; provided, however, that in no event shall Controlled Co. be
entitled to a payment in respect of overpayment interest (with respect to a
downward adjustment of the Controlled Group's Stand-Alone Tax Liability), that
exceeds the overpayment interest actually received by Distributing Co. from the
applicable Tax Authority (with respect to the Adjustment that gave rise to the
reduction in the Controlled Group's Stand-Alone Tax Liability). Any amounts due
under this Section 5.6 shall be paid in addition to, and simultaneously with,
the amounts due under Sections 5.2(a), 5.2(b), 5.4(a)(1) or 5.4(b)(1) to which
such amounts due under Section 5.6 relate.

5.7 Treatment of Certain Amounts Payable in Connection with Tax
Contests. If, in connection with a Tax Contest (or potential Tax Contest) that
might result in any change to the Stand-Alone Tax Liability of the Controlled
Group, Distributing Co. or any of its Affiliates (i) makes a deposit with an
applicable Tax Authority or (ii) posts a surety bond or incurs other costs or
expenses, Controlled Co. shall pay to Distributing Co. the portion of such
deposit, cost or expense that is attributable to the Controlled Group (as
determined by Distributing Co. in its sole discretion, in a manner consistent
with Distributing Co.'s determination (from time to time) of the Controlled
Group's Stand-Alone Tax Liability). Any amounts payable by Controlled Co. under
this Section 5.7 shall be paid to Distributing Co. within 10 days of Controlled
Co.'s receipt from Distributing Co. of a written request for payment (and in no

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event later than five days before Distributing Co. will be required to fund the
deposit or pay the cost or expense in question). If any deposit of Tax made by
Distributing Co. that is funded in whole or in part by Controlled Co. (pursuant
to this Section 5.7) is ultimately repaid to Distributing Co. by the applicable
Tax Authority, Distributing Co. shall repay to Controlled Co. (within 30 days of
Distributing Co.'s receipt of such repayment) the portion of such deposit that
was funded by Controlled Co.

5.8. Indemnification Payments. With respect to any indemnification
payment required under this Agreement the timing of which is not specifically
addressed elsewhere in this Section 5, the indemnifying party shall pay the
indemnified party within 10 days of receiving a written request for such
indemnification payment.

Section 6. Interest on Late Payments. Any payment due from one Company
to the other Company under Section 5 that is not paid by the latest date
permitted for payment shall bear interest (from the latest permitted payment
date through the date of actual payment) at the Large Corporate Underpayment
Rate, compounded daily.

Section 7. Assistance and Cooperation. Each Company shall cooperate
(and cause its Affiliates to cooperate) with the other Company and the other
Company's agents, including accounting firms and legal counsel, in connection
with the Tax matters covered by this Agreement including (i) preparation and
filing of Tax Returns, (ii) determining the liability for and amount of any
Taxes due (including estimated Taxes) or the right to and amount of any refund
of Taxes, (iii) examinations of Tax Returns and (iv) any administrative or
judicial proceedings in respect of Taxes assessed or proposed to be assessed.
Such cooperation shall include making information and documents in a Company's
possession (or the possession of the Company's Affiliates) available to the
other Company in accordance with Section 8. Each of the Companies shall also
make available to each other, as reasonably requested and available, personnel
(including officers, directors, employees and agents of the Companies or their
respective Affiliates) responsible for preparing, maintaining, and interpreting
information and documents relevant to Taxes, and personnel reasonably required
as witnesses or for purposes of providing information or documents in connection
with any administrative or judicial proceedings relating to Taxes. The Companies
agree and acknowledge, for the avoidance of doubt, that nothing in this Section
7 shall alter the rights and obligations of the Companies under the other
Sections of this Agreement (including, without limitation, any right of a
Company to act in its sole discretion, or reasonable discretion or to take
action without obtaining the consent of or consulting with the other Company).

Section 8. Tax Records.

8.1. Retention of Tax Records. Except as provided in Section 8.2, each
Company shall preserve and keep all Tax Records exclusively relating to the
assets and activities of its respective Group for Pre-Distribution Tax Periods,
and Distributing Co. shall preserve and

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keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution
Tax Periods, for so long as the contents thereof may become material in the
administration of any matter under the Code or other applicable Tax Law, but in
any event until the later of (i) the expiration of any applicable statutes of
limitation and (ii) seven years after the Distribution Date. If, prior to the
expiration of the applicable statute of limitation and such seven-year period, a
Company reasonably determines that any Tax Records which it is required to
preserve and keep under this Section 8 are no longer material in the
administration of any matter under the Code or other applicable Tax Law, such
Company may dispose of such records upon 90 days' prior written notice to the
other Company. Such notice shall include a list of the records to be disposed of
describing in reasonable detail each file, book, or other records being
disposed. The notified Company shall have the opportunity, at its cost and
expense, to copy or remove within such 90-day period, all or any part of such
Tax Records; provided that Controlled Co. shall have the right to copy or remove
only such information as relates exclusively to members of the Controlled Group.

8.2. State Income Tax Returns. Tax Returns with respect to State Income
Taxes and workpapers prepared in connection with preparing such Tax Returns
shall be preserved and kept, in accordance with the terms of Section 8.1, by the
Company having liability for the Tax.

8.3. Access to Tax Records. The Companies and their respective
Affiliates shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent reasonably required by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.

Section 9. Tax Contests.

9.1. Notice. Each of the Companies shall provide prompt notice to the
other Company of any pending or threatened Tax audit, assessment or proceeding
or other Tax Contest of which it becomes aware related to Taxes for Tax Periods
for which it is indemnified by the other Company hereunder, and Controlled Co.
shall provide prompt notice to Distributing Co. of any Tax Contest arising out
of a Tax Return for which Distributing Co. was the Responsible Company (even if
Controlled Co. is the indemnifying party with respect to such Tax Contest). Such
notice shall be accompanied by copies of any notice and other documents received
from any Tax Authority in respect of any such matters. If an indemnified party
has knowledge of an asserted Tax liability with respect to a matter for which it
is to be indemnified hereunder and such party fails to give the indemnifying
party prompt notice of such asserted Tax liability, the failure to give prompt
notice shall not relieve the indemnifying party of its indemnification
obligations hereunder, except to the extent that the indemnifying party is
actually and materially prejudiced thereby.

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9.2. Control of Tax Contests.

(a) Separate Company Taxes. Except as otherwise provided in Section
9.2(b), in the case of any Tax Contest with respect to any Separate Company Tax,
the Company having liability for the Tax shall have exclusive control over such
Tax Contest, including any settlement thereof.

(b) Consolidated or Combined Income Taxes and Certain Other Taxes. In
the case of any Tax Contest with respect to any Consolidated or Combined Income
Tax or any other Tax (including a Transfer Tax) for which any member of the
Distributing Group may be or become liable (directly or secondarily), (i)
Distributing Co. shall have exclusive control of such Tax Contest, including any
settlement thereof. Distributing Co. shall be the only party representing the
members of either Group before any Federal or State Tax Authority in connection
with any such audit, examination or other Tax Contest, but Distributing Co.
shall keep Controlled Co. reasonably informed of the status of any Controlled
Adjustment at issue in any such Tax Contest.

(c) Effect of Exclusive Control. If, pursuant to Sections 9.2(a) or
9.2(b), a Company has exclusive control of a Tax Contest, such Company may
settle or compromise the Tax Contest (or any portion thereof) on any terms
deemed desirable to such Company (in its sole discretion) and, in doing so, such
Company may act solely in the best interests of such Company (even if the
settlement or compromise benefits such Company at the expense of the other
Company or the other Company's Affiliates).

(d) Indemnifiable Loss Claims. Distributing Co. shall have exclusive
control of any Indemnifiable Loss Claims (other than any claim for Taxes brought
by a Tax Authority, which shall be governed by Section 9.2(b)), including any
settlement thereof; provided that Distributing Co. may not settle or compromise
any Indemnifiable Loss Claim without the prior written consent of Controlled
Co., not to be unreasonably withheld. Distributing Co. shall be the only party
representing any Distributing Group Indemnifiable Party in connection with any
Indemnifiable Loss Claim, but Distributing Co. shall keep Controlled Co.
reasonably informed of the status of any such claim.

Section 10. Effective Date; Termination of Prior Intercompany Tax
Allocation Agreements. This Agreement shall become effective immediately after
the Distribution. Immediately prior to the Distribution, (i) all prior
Intercompany Tax Allocation Agreements shall be terminated and (ii) any
remaining obligations under such prior agreements shall be canceled.

Section 11. Action or Inaction Inconsistent with the Ruling Request.
Controlled Co. covenants and agrees that no member of the Controlled Group or
any of their respective Affiliates will take any Prohibited Action or fail to
take any Required Action unless the person 

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acting has obtained the prior written consent of Distributing Co. (which consent
may be given or withheld in Distributing Co.'s sole discretion). In addition,
unless otherwise required by law, no member of the Controlled Group or any of
their respective Affiliates shall take any position on any Tax Return or for any
other Tax purpose that is inconsistent with the treatment of the Distribution as
a tax-free distribution under Section 355 of the Code (and any applicable
provision of state, local or non-U.S. law).

Section 12. Survival of Obligations. The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.

Section 13. Treatment of Payments Tax Gross Up.

13.1. Treatment of Tax Indemnity and Tax Benefit Payments. Except as
otherwise provided in Section 13.3, any indemnification payments or payments in
respect of Tax Benefits made by a Company to the other Company under this
Agreement shall be reported for Tax purposes by the payor and the recipient as
if such payments were distributions or capital contributions, as appropriate,
occurring immediately before the Distribution Date, but only to the extent such
payments do not relate to a Tax allocated to the payor in accordance with
Treasury Regulation Section 1.1552-1 (or under corresponding principles of other
applicable Tax Laws).

13.2. Tax Gross Up. If, notwithstanding the manner in which any
indemnification payments were reported, there is an Adjustment to the Tax
liability of a Company as a result of its receipt of an indemnification payment,
such payment shall be appropriately adjusted (as determined by Distributing Co.,
in its sole discretion) so that the amount of such payment, reduced by the
amount of all Income Taxes payable with respect to the receipt thereof (but
taking into account all correlative Tax Benefits resulting from the payment of
such Income Taxes), shall equal the amount of the payment which the Company
receiving such payment would otherwise (but for such unintended Taxes) have
received pursuant to this Agreement.

13.3. Interest Under This Agreement. Anything herein to the contrary
notwithstanding, to the extent one Company ("indemnitor") makes a payment of
interest to another Company ("indemnitee") under Section 6 of this Agreement,
the interest payment shall be treated as interest expense to the indemnitor
(deductible to the extent provided by law) and as interest income by the
indemnitee (includible in income to the extent provided by law). The amount of
the payment shall not be adjusted under Section 13.2 to take into account any
associated Tax Benefit to the indemnitor or increase in Tax to the indemnitee.

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Section 14. Disagreements.

(a) Factual and Legal Determinations and Computational Matters. All
factual and legal determinations and computations required to be made under this
Agreement (including, without limitation, with respect to the amount of
Stand-Alone Tax Liability of the Controlled Group (and any changes thereto from
time to time), the amount of Transfer Taxes, Distribution Taxes, Indemnifiable
Losses and Restructuring Income Taxes, the amount of indemnification payments to
be made (from time to time) by either Company to the other Company and whether
and to what extent Section 13.2 applies to any indemnification payment to be
made hereunder) shall be made by Distributing Co. in its sole discretion and
shall be conclusively presumed to be correct absent manifest and material error,
except to the extent that the Agreement expressly provides that Distributing Co.
shall make the determination or computation in its reasonable discretion.
Accordingly, Controlled Co. may challenge a factual or legal determination or
computation made by Distributing Co. only if (i) there has been manifest and
material error on the part of Distributing Co. in making such determination or
computation or (ii) solely as to those matters where the Agreement expressly
requires Distributing Co. to use its reasonable discretion, Distributing Co.'s
exercise of its discretion was unreasonable and, in either case, Controlled Co.
shall have the burden of proving that Distributing Co.'s determination or
computation was manifestly and materially in error or represented an
unreasonable exercise of discretion (as the case may be). Any such dispute will
be resolved in accordance with Article V, "Dispute Resolution" of the
Distribution Agreement.

(b) Other Decisions. Except as otherwise expressly provided in this
Agreement, any decisions required to be made under this Agreement that are not
covered by clause (a) (including, without limitation, whether and how to resolve
any Tax Contest or whether or not to make any Tax election permitted to be made
under applicable law) shall be made by Distributing Co. in its sole discretion
and, in making any such decision, Distributing Co. may act solely in its best
interests (even if Distributing Co.'s decision benefits Distributing Co. at the
expense of Controlled Co. or Controlled Co.'s Affiliates).

(c) Disputed Payments. If there is any dispute under this Agreement
regarding the amount of any payment to be made by Controlled Co. to Distributing
Co. or any Distributing Group Indemnified Party, or by Distributing Co. to
Controlled Co., any disputed payments shall be made in accordance with
Distributing Co.'s determination, computation or decision pending the resolution
of such dispute, and any change ultimately made to Distributing Co.'s
determination shall be given effect only after such dispute is finally resolved.

Section 15. Expenses. Except as otherwise provided in Section 14, each
Company and its Affiliates shall bear their own expenses incurred in connection
with preparation of Tax Returns, Tax Contests, and other matters related to
Taxes under the provisions of this Agreement.

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Section 16. General Provisions.

16.1.  Notices and Addresses.

(a) Notices. Any notice, demand, request or report required or
permitted to be given or made to any party under this Agreement shall be in
writing and shall be deemed given or made when delivered in person or when sent
by first class mail or by other commercially reasonable means of written
communication (including delivery by an internationally recognized courier
service, by facsimile transmission or by e-mail) to the party at the party's
principal business address. A party may change the address for receiving notices
under this Agreement by providing written notice of the change of address to the
other party.

(b) Addresses.

Notice to Distributing Co. shall be provided to:

Yellow Corporation
10990 Roe Avenue
Overland Park, KS 66211
Attention:  Tax Director
Fax:  (913) 696-6116

Notice to Controlled Co. shall be provided to:

SCS Transportation, Inc.
One Main Plaza
4435 Main Street, Suite 930
Kansas City, MO 64111
Attention:  Tax Director
Fax:  (816) 714-5920

16.2. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns.

16.3. Waiver. No failure by any party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute waiver of any such obligation,
right, or remedy or any other obligation, rights, or remedies under this
Agreement.

16.4. Invalidity of Provisions. If any provision of this Agreement is
or becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.

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16.5. Further Action. The parties shall execute and deliver all
documents, provide all information and take or refrain from such reasonable
taking action as may be necessary or appropriate to achieve the purposes of this
Agreement, including the execution and delivery to the other Company and its
Affiliates and representatives of such powers of attorney or other authorizing
documentation as is reasonably necessary or appropriate in connection with Tax
Contests (or portions thereof) under the control of such other Company in
accordance with Section 9.

16.6. Integration. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter of this Agreement and
supersedes all prior agreements and understandings pertaining thereto. In the
event of any inconsistency between this Agreement and the Distribution Agreement
or any other agreements relating to the transactions contemplated by the
Distribution Agreement, the provisions of this Agreement shall control.

16.7. Confidentiality. Any information or documentation received by
Controlled Co. or its Affiliates, agents or representatives from Distributing
Co. (or Distributing Co.'s Affiliates, agents or representatives) that relates
to any Consolidated or Combined Income Tax matters shall be used solely for
purposes of this Agreement and shall be kept confidential, except as may
otherwise be necessary in connection with the filing of any Consolidated or
Combined Income Tax Returns or in connection with any administrative or judicial
proceeding relating to Consolidated or Combined Income Taxes.

16.8. Construction. The language in all parts of this Agreement shall
in all cases be construed according to its fair meaning and shall not be
strictly construed for or against any party.

16.9. No Double Recovery; Subrogation. No provision of this Agreement
shall be construed to provide an indemnity or other recovery for any costs,
damages, or other amounts for which the damaged party has been fully compensated
under any other provision of this Agreement or under any other agreement or
action at law or equity. Unless expressly required in this Agreement, a party
shall not be required to exhaust all remedies available under other agreements
or at law or equity before recovering under the remedies provided in this
Agreement.

16.10. Third Party Beneficiaries. The Distributing Group Indemnified
Parties (and their respective legal representatives, heirs, administrators,
executors, successors and assigns) are intended third party beneficiaries of
this Agreement. Except as provided in the preceding sentence or as otherwise
expressly provided herein, this Agreement shall not confer any rights or
remedies upon any Person other than the parties to this Agreement and their
legal representatives, heirs, administrators, executors, successors and assigns.

-27-

16.11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

16.12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State.

IN WITNESS WHEREOF the parties have caused this Agreement to be
executed by their respective officers as of the date first written above.

YELLOW CORPORATION

By:
-----------------------
Name:
Title:

SCS TRANSPORTATION, INC.

By:
-----------------------
Name:
Title:

EXHIBIT 10.3

EXECUTION COPY

================================================================================

PRESTON CORPORATION

and

MANUFACTURERS HANOVER TRUST COMPANY,

Trustee

---------

INDENTURE

Dated as of May 1, 1986

---------

7% Convertible Subordinated Debentures Due 2011

================================================================================

TIE-SHEET(1)

Reconciliation of provisions of The Trust Indenture Act of 1939 with Indenture
dated as of May 1, 1986 between Preston Corporation and Manufacturers Hanover
Trust Company:

Section of Act                         Section of Indenture
--------------                         --------------------

310(a)(1) and (2)...................................        8.09
310(a)(3) and (4)...................................        Not applicable
310(b)..............................................        8.08 and 8.10(b)
310(c)..............................................        Not applicable
311(a) and (b)......................................        8.13
311(c)..............................................        Not applicable
312(a)..............................................        6.01 and 6.02(a)
312(b) and (c)......................................        6.02(b) and (c)
313(a)..............................................        6.04(a)
313(b)(1)...........................................        Not applicable
313(b)(2)...........................................        6.04(b)
313(c)..............................................        6.04(c)
313(d)..............................................        6.04(d)
314(a)..............................................        6.03
314(b)..............................................        Not applicable
314(c)(1) and (2)...................................        16.05
314(c)(3)...........................................        Not applicable
314(d)..............................................        Not applicable
314(e)..............................................        16.05
314(f)..............................................        5.05
315(a), (c) and (d).................................        8.01 and 8.02
315(b)..............................................        7.08
315(e)..............................................        7.09
316(a)(1)...........................................        7.01 and 7.07
316(a) last sentence................................        9.04
316(b)..............................................        7.04
317(a)..............................................        7.02
317(b)..............................................        5.04(a)
318(a)..............................................        16.07

---------------------
(1)  This tie-sheet is not part of the Indenture as executed.

TABLE OF CONTENTS(2)
Page
----

PARTIES........................................................................1
RECITALS.......................................................................1
Purpose of Indenture..................................................1
Form of Face of Debenture.............................................1
Form of Trustee's Certificate of Authentication.......................3
Form of Reverse of Debenture..........................................4
Form of Conversion Notice.............................................9
Form of Assignment...................................................10

ARTICLE ONE

DEFINITIONS

SECTION 1.01.  Definitions....................................................11
Board of Directors.............................................11
Common Stock...................................................11
Company........................................................11
Conversion Price...............................................11
Debenture or Debentures; Outstanding...........................12
Debentureholder................................................12
Event of Default...............................................12
Indenture......................................................12
Officers' Certificate..........................................12
Opinion of Counsel.............................................13
Person.........................................................13
Predecessor Debenture..........................................13
Principal Office of the Trustee................................13
Responsible Officer............................................13
Senior Indebtedness............................................13
Subsidiary.....................................................14
Trading Days...................................................14
Trust Indenture Act of 1939....................................14
Trustee........................................................14

---------------
(2)  This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.

-i-

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF DEBENTURES

SECTION 2.01.  Designation, Amount and Issue of Debentures....................15
SECTION 2.02.  Form of Debentures.............................................15
SECTION 2.03.  Date  and Denomination of Debentures...........................15
SECTION 2.04.  Execution of Debentures........................................17
SECTION 2.05.  Exchange and Registration of Transfer of Debentures............18
SECTION 2.06.  Mutilated, Destroyed, Lost or Stolen Debentures................19
SECTION 2.07.  Temporary Debentures...........................................20
SECTION 2.08.  Cancellation of Debentures Paid, etc...........................20

ARTICLE THREE

REDEMPTION OF DEBENTURES - SINKING FUND

SECTION 3.01.  Redemption Prices - Voluntary and for Sinking Fund.............20
SECTION 3.02.  Notice of Redemption; Selection of Debentures..................21
SECTION 3.03.  Payment of Debentures Called for Redemption....................23
SECTION 3.04.  Sinking Fund...................................................23
SECTION 3.05.  Conversion Arrangement on Call for Redemption..................25

ARTICLE FOUR

SUBORDINATION OF DEBENTURES

SECTION 4.01.  Agreement of Subordination.....................................26
SECTION 4.02.  Payments to Debentureholders...................................27
SECTION 4.03.  Subrogation of Debentures......................................28
SECTION 4.04.  Authorization by Debentureholders..............................29
SECTION 4.05.  Notice to Trustee..............................................29
SECTION 4.06.  Trustee's Relation to Senior Debt..............................30
SECTION 4.07.  No Impairment of Subordination.................................31

ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01.  Payment of Principal, Premium and Interest.....................31
SECTION 5.02.  Offices for Notice and Payments, etc...........................31

-ii-

SECTION 5.03.  Appointments to Fill Vacancies in Trustee's Office.............32
SECTION 5.04.  Provision as to Paying Agent...................................32
SECTION 5.05.  Notification of Events of Default..............................33
SECTION 5.06.  Statement as to Compliance.....................................33

ARTICLE SIX

DEBENTUREHOLDERS' LISTS AND REPORTS BY THE
COMPANY AND THE TRUSTEE

SECTION 6.01.  Debentureholders' Lists........................................33
SECTION 6.02.  Preservation and Disclosure of Lists...........................34
SECTION 6.03.  Reports by the Company.........................................35
SECTION 6.04.  Reports by the Trustee.........................................36

ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
ON THE EVENT OF DEFAULT

SECTION 7.01.  Events of Default..............................................37
SECTION 7.02.  Payment of Debentures on Default; Suit Therefor................39
SECTION 7.03.  Application of Monies Collected by Trustee.....................41
SECTION 7.04.  Proceedings by Debentureholder.................................42
SECTION 7.05.  Proceedings by Trustee.........................................42
SECTION 7.06.  Remedies Cumulative and Continuing.............................43
SECTION 7.07.  Direction of Proceedings and Waiver of Defaults by 
Majority Debentureholders....................................43
SECTION 7.08.  Notice of Defaults.............................................44
SECTION 7.09.  Undertaking to Pay Costs.......................................44

ARTICLE EIGHT

CONCERNING THE TRUSTEE

SECTION 8.01.  Duties and Responsibilities of Trustee.........................45
SECTION 8.02.  Reliance on Documents, Opinions, etc...........................46
SECTION 8.03.  No Responsibility for Recitals, etc............................47
SECTION 8.04.  Trustee, Paying Agents, Conversion Agents or Registrar
May Own Debentures...........................................47
SECTION 8.05.  Monies To Be Held in Trust.....................................47

-iii-

SECTION 8.06.  Compensation and Expenses of Trustee...........................48
SECTION 8.07.  Officers' Certificate as Evidence..............................48
SECTION 8.08.  Conflicting Interest of Trustee................................48
SECTION 8.09.  Eligibility of Trustee.........................................53
SECTION 8.10.  Resignation or Removal of Trustee..............................54
SECTION 8.11.  Acceptance by Successor Trustee................................55
SECTION 8.12.  Succession by Merger, etc......................................56
SECTION 8.13.  Limitation on Rights of Trustee as a Creditor..................56

ARTICLE NINE

CONCERNING THE DEBENTUREHOLDERS

SECTION 9.01.  Action by Debentureholders.....................................60
SECTION 9.02.  Proof of Execution by Debentureholders.........................60
SECTION 9.03.  Who Are Deemed Absolute Owners.................................61
SECTION 9.04.  Company-Owned Debentures Disregarded...........................61
SECTION 9.05.  Revocation of Consents; Future Holders Bound...................61

ARTICLE TEN

DEBENTUREHOLDERS' MEETINGS

SECTION 10.01. Purposes of Meetings...........................................62
SECTION 10.02. Call of Meetings by Trustee....................................62
SECTION 10.03. Call of Meetings by Company or Debentureholders................63
SECTION 10.04. Qualifications for Voting......................................63
SECTION 10.05. Regulations....................................................63
SECTION 10.06. Voting.........................................................64
SECTION 10.07. No Delay of Rights by Meeting..................................64

ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

SECTION 11.01. Supplemental Indentures without Consent of 
Debentureholders.............................................65
SECTION 11.02. Supplemental Indentures with Consent of 
Debentureholders.............................................66
SECTION 11.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures......................................67

-iv-

SECTION 11.04. Notation on Debentures.........................................67
SECTION 11.05. Evidence of Compliance of Supplemental Indenture To
Be Furnished Trustee.........................................67

ARTICLE TWELVE

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 12.01. Company May Consolidate, etc., on Certain Terms................67
SECTION 12.02. Successor Corporation to Be Substituted........................68
SECTION 12.03. Opinion of Counsel To Be Given Trustee.........................69

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 13.01. Discharge of Indenture.........................................69
SECTION 13.02. Deposited Monies To Be Held in Trust by Trustee................70
SECTION 13.03. Paying Agent To Repay Monies Held..............................70
SECTION 13.04. Return of Unclaimed Monies.....................................70

ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 14.01. Indenture and Debentures Solely Corporate Obligations..........71

ARTICLE FIFTEEN

CONVERSION OF DEBENTURES

SECTION 15.01. Right to Convert...............................................71
SECTION 15.02. Exercise of Conversion Privilege:  Issuance of Common
Stock on Conversion; No Adjustment for Interest or
Dividends....................................................71
SECTION 15.03. Cash Payments in Lieu of Fractional Shares.....................73
SECTION 15.04. Conversion Price...............................................73
SECTION 15.05. Adjustment of Conversion Price.................................73
SECTION 15.06. Effect of Reclassification, Consolidation, Merger, Share
Exchange or Sale.............................................76
SECTION 15.07. Taxes on Shares Issued.........................................77

-v-

SECTION 15.08. Reservation of Shares; Shares To Be Fully Paid;
Compliance with Governmental Requirements; Listing
of Common Stock..............................................77
SECTION 15.09. Responsibility of Trustee......................................78
SECTION 15.10. Notice to Holders Prior to Certain Actions.....................78

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

SECTION 16.01. Provisions Binding on Company's Successors.....................79
SECTION 16.02. Official Acts by Successor Corporation.........................79
SECTION 16.03. Addresses for Notices, etc.....................................79
SECTION 16.04. Governing Law..................................................80
SECTION 16.05. Evidence of Compliance with Conditions Precedent;
Certificates to Trustee......................................80
SECTION 16.06. Legal Holidays.................................................81
SECTION 16.07. Trust Indenture Act to Control.................................81
SECTION 16.08. No Security Interest Created...................................81
SECTION 16.09. Benefits of Indenture..........................................81
SECTION 16.10. Table of Contents, Headings, etc...............................81
SECTION 16.11. Execution in Counterparts......................................82
SECTION 16.12. Separability Clause............................................82

-vi-

THIS INDENTURE dated as of May 1, 1986 between PRESTON
CORPORATION, a Maryland corporation (hereinafter sometimes called the
"Company"), and MANUFACTURERS HANOVER TRUST COMPANY, a corporation duly
incorporated and existing under the laws of the State of New York (hereinafter
sometimes called the "Trustee"),

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue of its 7% Convertible Subordinated Debentures Due 2011
(hereinafter the "Debentures"), in an aggregate principal amount not to exceed
$25,000,000 (except that such aggregate principal amount may be up to
$28,750,000, as specified in Section 2.01 herein) and to provide the terms and
conditions upon which the Debentures are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Indenture; and

WHEREAS, the Debentures, the certificate of authentication to
be borne by the Debentures and a form of conversion notice are to be
substantially in the following forms, respectively:

[FORM OF FACE OF DEBENTURE]

No.                                                   $

PRESTON CORPORATION

7% Convertible Subordinated Debenture Due 2011

PRESTON CORPORATION, a corporation duly organized and existing
under the laws of the State of Maryland (herein called the "Company"), for value
received, hereby promises to pay to ______________, or registered assigns, the
principal sum of ___________ Dollars on May 1, 2011 at the office or agency of
the Company maintained for that purpose in Baltimore, Maryland or New York, New
York, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semi-annually on May 1 and November 1 of each year, commencing
November 1, 1986, on said principal sum at said office or agency, in like coin
or currency, at the rate per annum specified in the title of this Debenture,
from the May 1 or the November 1, as the case may be, next preceding the date of
this Debenture to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this Debenture, or unless no interest has been paid
or duly provided for on the Debentures, in which case from May 5, 1986, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any April 15 or
October 15, as the case may be, and before the

-2-

following May 1 or November 1, this Debenture shall bear interest from May 1 or
November 1; provided, however, that if the Company shall default in the payment
of interest due on such May 1 or November 1, then this Debenture shall bear
interest from the next preceding May 1 or November 1 to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for
on the Debentures, from May 5, 1986. The interest so payable on any May 1 or
November 1 will be paid to the person in whose name this Debenture (or one or
more Predecessor Debentures as defined in the Indenture) is registered at the
close of business on the record date, which shall be the April 15 or October 15
(whether or not a business day) next preceding such May 1 or November 1 provided
that any such interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. Interest may, at the option of the Company, be
paid by check mailed to the registered address of such person.

Reference is made to the further provisions of this Debenture
set forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium, if any, and interest on
the Debentures to the prior payment in full of all Senior Indebtedness as
defined in the Indenture and provisions giving the holder of this Debenture the
right to convert this Debenture into Common Stock of the Company on the terms
and subject to the limitations referred to on the reverse hereof and as more
fully specified in the Indenture. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

This Debenture shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in
accordance with and governed by the laws of said State.

This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee under the Indenture.

-3-

IN WITNESS WHEREOF, PRESTON CORPORATION has caused this
instrument to be duly executed.

PRESTON CORPORATION

Dated:
By 
-------------------------
Title:

Attest:

----------------------
Secretary

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debentures described in the
within-mentioned Indenture.

MANUFACTURERS HANOVER TRUST
COMPANY, As Trustee

By 
-------------------------
Authorized Officer

-4-

[FORM OF REVERSE OF DEBENTURE]

PRESTON CORPORATION

7% Convertible Subordinated Debenture Due 2011

This Debenture is one of a duly authorized issue of Debentures
of the Company, designated as its 7% Convertible Subordinated Debentures Due
2011 (herein called the "Debentures"), limited to the aggregate principal amount
of $25,000,000 (except that, under certain circumstances such aggregate
principal amount may be up to $28,750,000, as specified in Section 2.01 of the
Indenture are hereinafter referred to), all issued or to be issued under and
pursuant to an Indenture dated as of May 1, 1986 (herein called the
"Indenture"), between the Company and Manufacturers Hanover Trust Company,
Trustee (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Debentures.

In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of and all unpaid and
accrued interest on all Debentures may be declared, and upon such declaration
shall become due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Debenture, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or make the principal thereof
or any premium or interest thereon payable in any coin or currency other than
that hereinbefore provided or impair the rights of any Debentureholder to
institute suit for the payment or conversion thereof or impair the right to
convert the Debenture into Common Stock subject to the terms set forth in the
Indenture, including Section 15.06, without the consent of the holder of each
Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Debentures then outstanding. It is
also provided in the Indenture that, prior to any declaration accelerating the
maturity of the Debenture, the holders of a majority in aggregate principal
amount of the Debentures at the time outstanding may on behalf of the holders of
all of the Debentures waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment

-5-

of interest or any premium on or the principal of any of the Debentures into
Common Stock of the Company. Any such consent or waiver by the holder of this
Debenture (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this
Debenture and any Debentures which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Debenture or such other Debentures.

The indebtedness evidenced by the Debentures is, to the extent
and in the manner provided in the Indenture, expressly subordinate and subject
in right of payment to the prior payment in full of all Senior Indebtedness of
the Company as defined in the Indenture, whether outstanding at the date of the
Indenture or thereafter incurred, and this Debenture is issued subject to the
provisions of the Indenture with respect to such subordination. Each holder of
this Debenture, by accepting the same, agrees, expressly for the benefit of the
present and future holders of Senior Indebtedness, to and shall be bound by such
provisions and authorizes the Trustee on his behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney in fact for such purpose.

No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Debenture at the place, at the respective times, at
the rate and in the coin or currency herein prescribed.

Interest on the Debentures shall be computed on the basis of a
year of twelve 30-day months.

The Debentures are issuable in registered form without coupons
in denominations of $1,000 and any integral multiple of $1,000, at the office or
agency of the Company in Baltimore, Maryland or New York, New York, and in the
manner and subject to the limitations provided in the Indenture, but without
payment of any service charge, Debentures may be exchanged for a like aggregate
principal amount of Debentures of other authorized denominations.

The Debentures may be redeemed at the option of the Company as
a whole, or from time to time in part, upon mailing a notice of such redemption
not fewer than thirty nor more than sixty days prior to the date fixed for
redemption to the holders of Debentures at their last registered addresses, all
as provided in the Indenture, at the following optional redemption prices
(expressed as percentages of the principal amount), together in each case with
accrued interest to the date fixed for redemption:

-6-

If redeemed during the twelve-month period beginning April 1,

YEAR           PERCENTAGE             YEAR            PERCENTAGE
----           ----------             ----            ----------
1986             107.00%              1991              103.50%
1987             106.30               1992              102.80
1988             105.60               1993              102.10
1989             104.90               1994              101.40
1990             104.20               1995              100.70

and 100% if redeemed on or after May 1, 1996; provided, however, that if the
date fixed for redemption is a May 1 or November 1, then the interest payable on
such date shall be paid to the holder of record on the next preceding April 15
or October 15; and provided, further, that no such redemption shall be effected
prior to May 1, 1989 unless the last reported sales price (determined as
provided in the Indenture) of the Company's Common Stock, as defined in the
Indenture, equals or exceeds 150% of the then effective conversion price
(determined as provided in the Indenture) for at least twenty days within a
period of thirty consecutive days (which are, in each case, Trading Days, as
defined in the Indenture) ending within five days of the date on which the
redemption notice is first mailed to the holders of the Debenture.

The Debentures are also subject to redemption in part, through
the operation of the sinking fund provided for in the Indenture, on May 1, 1997
and on each May 1 thereafter to and including May 1, 2010, on notice as set
forth above, at 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption.

Subject to the provisions of the Indenture, the holder hereof
has the right, at his option, at any time prior to the close of business on May
1, 2011, or, as to all or any portion hereof called for redemption, the date
fixed for redemption (unless the Company shall default in payment due upon
redemption thereof), to convert the principal hereof or any portion of such
principal which is $1,000 or an integral multiple thereof, into that number of
fully paid and nonassessable shares of the Company's Common Stock, as said
shares shall be constituted at the date of conversion, obtained by dividing the
principal amount of this Debenture or portion thereof to be converted by the
conversion price of $26.00, or such conversion price as adjusted from time to
time as provided in the Indenture, upon surrender of this Debenture, together
with a conversion notice as provided in the Indenture, to the Company at the
office or agency of the Company maintained for that purpose in Baltimore,
Maryland or New York, New York, and, unless the shares issuable on conversion
are to be issued in the same name as the registered holder of this Debenture,
duly executed by, the holder or by his duly authorized attorney. No adjustments
in respect of interest or dividends will be made upon any conversion; provided,
however, that if this Debenture shall be surrendered for conversion during the
period from the close of business on any record date for the payment of interest
to the opening of business on the following interest payment date, this
Debenture (unless it or the portion being converted shall have been called for
redemption on a date in such period) must be accompanied by an amount, in funds
acceptable to the Company, equal to the interest payable on

-7-

such interest payment date on the principal amount being converted. No
fractional shares will be issued upon any conversion, but an adjustment in cash
will be made, as provided in the Indenture, in respect of any fraction of a
share which would otherwise be issuable upon the surrender of any Debenture or
Debentures for conversion.

Any Debentures called for redemption, unless surrendered for
conversion on or before the close of business on the date fixed for redemption,
may be deemed to be purchased from the holder of such Debentures at an amount
not less than the applicable redemption price, together with accrued interest to
the date fixed for redemption, by one or more investment bankers or other
purchasers who may agree with the Company to purchase such Debentures from the
holders thereof and convert them into Common Stock of the Company and to make
payment for such Debenture as aforesaid to the Trustee in trust for such
holders.

Upon due presentment for registration of transfer of this
Debenture at the office or agency of the Company in Baltimore, Maryland or New
York, New York, a new Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
herefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.
The Company shall not be required to exchange or register a transfer of (a) any
Debentures for a period of 15 days next preceding any selection of Debentures to
be redeemed, (b) any Debentures or portions thereof selected or called for
redemption or (c) any Debentures or portions thereof surrendered for conversion.

The Company, the Trustee, any paying agent, any conversion
agent and any Debenture registration may deem and treat the registered holder
hereof as the absolute owner of this Debenture (whether or not this Debenture
shall be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Company or any Debenture registrar), for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any conversion agent nor any Debenture
registrar shall be affected by any notice to the registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Debenture.

No recourse for the payment of the principal of or any premium
or interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligations, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness, represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present, or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any

-8-

constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issued hereof, expressly waived and released.

-9-

[FORM OF CONVERSION NOTICE]

CONVERSION NOTICE

To Preston Corporation

The undersigned registered owner of this Debenture hereby
irrevocably exercised the option to convert this Debenture, or portion hereof
(which is $1,000 or an integral multiple thereof) below designated, into shares
of Common Stock of Preston Corporation in accordance with the terms of the
Indenture referred to in this Debenture, and directs that the shares issuable
and deliverable upon the conversion, together with any check in payment for
fractional shares and any Debentures representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Debenture.

Dated:

------------------------
Signature(s)

Fill in for registration of
shares:

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

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

----------------------------
Please print name and address
(including zip code number)

Principal amount to be
converted (if less than all):

$______,000.00

1
------------------------
Social Security or Other
Taxpayer Identification Number

-10-

[FORM OF ASSIGNMENT]

For value received ______________ hereby sell(s), assign(s) and transfer(s) unto

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

-------------------------------------------------------------------------------
(Please insert social security or other identifying number of assignee.)

the within Debenture and hereby irrevocably constituting and appointing
_______________ attorney to transfer the said Debenture on the books of the
Company, with full power of substitution in the premises.

Dated 
----------------------------                   ---------------------------
Signature(s)

Signature(s) must be guaranteed by
a commercial bank or trust company
or a member firm of a major stock
exchange.

----------------------------------
Signature Guarantee

AND WHEREAS, all acts and things necessary to make the
Debentures, when executed by the Company and authenticated and delivered by the
Trustee, as in this Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute these presents a valid agreement according to
its terms, have been done and performed, and the execution of this Indenture and
the issue hereunder of the Debentures have in all respects been duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which
the Debentures are, and are to be, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Debentures
by the holders thereof and of the sum of one dollar duly paid to it by the
Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective holders from time to time of the
Debentures, as follows:

-11-

ARTICLE ONE

DEFINITIONS

SECTION 1.01. Definitions. The terms defined in this Section
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939 or which are by reference therein defined in the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise requires) shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of the execution of this Indenture. The words "herein", "hereof" and "hereunder"
and words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other Subdivision. The terms defined in this
Article include the plural as well as the singular.

Board of Directors: The term "Board of Directors" shall mean
the Board of Directors of the Company or a duly authorized committee of such
Board.

Common Stock: The term "Common Stock" shall mean any shares of
any class of the Company which have no preference in respect of dividends or of
amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which is not subject to redemption
by the Company. Subject to the provisions of Section 15.06, however, shares
issuable on conversation of Debentures shall include only shares of the class
designated as Common Stock, $1.00 par value, of the Company at the date of this
Indenture or shares of any class or classes resulting from any reclassification
or reclassifications thereof and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the company and which are not subject
to redemption by the Company; provided that if at any time there shall be more
than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting form all such reclassifications.

Company: The term "Company" shall mean Preston Corporation, a
Maryland corporation, and subject to the provisions of Article Twelve, shall
include its successors and assigns.

Conversion Price: The term "conversion price" shall have the
meaning specified in Section 15.04.

-12-

Debenture or Debentures; Outstanding: The terms "Debenture" or
"Debentures" shall mean any Debenture or Debentures, as the case may be,
authenticated and delivered under this Indenture.

The term "outstanding" (except as otherwise provided in
Section 8.08), when used with reference to Debentures, shall, subject to the
provisions of Section 9.04, mean, as of any particular time, all Debentures
authenticated and delivered by the Trustee under this Indenture, except

(a) Debentures theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(b) Debentures, or portions thereof, for the payment or
redemption of which monies in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent), provided that if such Debentures are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article Three provided, or provision satisfactory to the
Trustee shall have been made for giving such notice;

(c) Debentures in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered pursuant to the terms of
Section 2.06 unless proof satisfactory to the Trustee is presented that any such
Debentures are held by bona fide holders in due course; and

(d) Debentures converted into Common Stock pursuant to Article
Fifteen hereof and Debentures not deemed outstanding pursuant to Section 3.02.

Debentureholder: The terms "Debentureholder" or "holder of
Debentures", or other similar terms, shall mean any person in whose name at the
time a particular Debenture is registered on the books of the Company kept for
that purpose in accordance with the terms hereof.

Event of Default: The term "Event of Default" shall mean any
event specified in Section 7.01, continued for the period of time, if any, and
after the giving of the notice, if any, therein designated.

Indenture: The term "Indenture" shall mean this instrument as
originally executed or, if amended or supplemented as herein provided, as so
amended or supplemented.

Officers' Certificate: The term "Officers' Certificate", when
used with respect to the Company, shall mean a certificate signed by the
Chairman, the President, any Senior

-13-

Vice President or any Vice President and by the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company. Each such
certificate shall include the statements provided for in Section 16.05 if and to
the extent required by the provisions of such Section.

Opinion of Counsel: The term "Opinion of Counsel" shall mean
an opinion in writing signed by legal counsel, who may be an employee of or
counsel to the Company, and who shall be acceptable to the Trustee. Each such
opinion shall include the statements provided for in Section 16.05 if and to the
extent required by the provisions of such Section.

Person: The term "Person" shall mean a corporation, an
association, a partnership, an organization, an individual, a government or a
political subdivision thereof or a governmental agency.

Predecessor Debenture: The term "Predecessor Debenture" of any
particular Debenture shall mean every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this Section 2.06 in lieu of a lost destroyed or stolen
Debenture shall be deemed to evidence the same debt as the lost, destroyed or
stolen Debenture.

Principal Office of the Trustee: The term "principal office of
the Trustee", or other similar term, shall mean the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office is, at the date as of which this Indenture is dated,
located at Manufacturers Hanover Trust Company, 600 Fifth Avenue, New York, NY
10020.

Responsible Officer: The term "Responsible Officer", when used
with respect to the Trustee, shall mean the chairman or vice chairman of the
board of directors, the chairman or vice chairman of the executive committee of
the board of directors, the president, any executive vice president, any senior
vice president, any vice president, any assistant vice president, any trust
officer, any assistant trust officer, or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of this knowledge of and familiarity
with the particular subject.

Senior Indebtedness: The term "Senior Indebtedness" shall mean
the following, whether outstanding at the date hereof or hereafter created,
incurred, assumed or guaranteed:

(a) Principal of and premium, if any, and interest on
indebtedness of the Company for money borrowed (including any
indebtedness secured by a mortgage, conditional sales contract or other
lien which is (i) given to secure all or part of the

-14-

purchase price of property subject thereto, whether given to the vendor
of such property or to another or (ii) existing on property at the time
of acquisition thereof);

(b) Principal of and premium, if any, and interest on
indebtedness of the Company evidenced by notes, debentures, bonds or
other securities sold by the Company for money (other than the
Debentures);

(c) Lease obligations of the Company which are capitalized on
the books of the Company in accordance with generally accepted
accounting principles;

(d) Principal of and premium, if any, and interest on
indebtedness of others of the kinds described in either of the
preceding clauses (a) or (b) and all lease obligations of others of the
kind described in the preceding clause (c) assumed by or guaranteed in
any manner by the Company or in effect guaranteed by the Company
through an agreement to purchase, contingent or otherwise; and

(e) Principal of and premium, if any, and interest on
renewals, extensions or refundings of indebtedness of the kinds
described in any of the preceding clauses (a), (b) and (d) and all
renewals or extensions of leases of the kinds described in either of
the preceding clauses (c) and (d);

unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is not superior in right of payment to
the Debentures.

Subsidiary: The term "Subsidiary" shall mean any corporation
of which at least a majority of the outstanding stock having voting power under
ordinary circumstances to elect a majority of the board of directors of said
corporation shall at the time be owned by the company or by the Company and one
or more Subsidiaries or by one or more Subsidiaries.

Trading Days: The term "Trading Days" shall have the meaning
specified in Section 15.05(d).

Trust Indenture Act of 1939: The term "Trust Indenture Act of
1939" shall mean the Trust Indenture Act of 1939 as it was in force at the date
of execution of this Indenture, except as provided in Sections 11.03 and 15.06.

Trustee: The term "Trustee" shall mean Manufacturers Hanover
Trust Company and, subject to the provisions of Article Eight hereof, shall also
include its successors and assigns as Trustee hereunder.

-15-

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF DEBENTURES

SECTION 2.01. Designation, Amount and Issue of Debentures. (a)
the Debentures shall be designated as "7% Convertible Subordinated Debentures
Due 2011". Debentures not to exceed the aggregate principal amount of
$25,000,000 (except as provided in subsection (b) and in Section 2.06) upon the
execution of this Indenture, or from time to time thereafter, may be executed by
the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Debentures to or upon the written
order of the Company, signed by its Chairman or its President, any Senior Vice
President or any Vice President and by its Treasurer or Assistant Treasurer or
its Secretary or any Assistant Secretary, without any further action by the
Company hereunder.

(b) Upon receipt by the Trustee of an Officers' Certificate
stating that the Underwriters (as defined in the Underwriting Agreement referred
to below) have elected to purchase from the Company a specified aggregate
principal amount of additional Debentures, not to exceed $3,750,000 pursuant to
Article I of the Underwriting Agreement dated April 25, 1986 with the Company,
the Trustee shall authenticate and deliver such specified aggregate principal
amount of additional Debentures to or upon the written order of the Company
signed by any of its officers referred to in subsection (a) above. Such
Officers' Certificate must be received by the Trustee not later than June 2,
1986 and in any event at least two full business days prior to the proposed date
for delivery of such additional Debentures.

SECTION 2.02. Form of Debentures. The Debentures and the
Trustee's certificate of authentication to be borne by the Debentures shall be
substantially in the form as in this Indenture above recited. Any of the
Debentures may have imprinted thereon such legends or endorsements as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule of regulation of any stock
exchange on which the Debentures may be listed, or to conform to usage.

SECTION 2.03. Date and Denomination of Debentures. The
Debentures shall be issuable in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000. Every Debenture shall be dated
the date of its authentication and, except as provided in this Section, shall
bear interest, payable semiannually on May 1 and November 1, of each year,
commencing November 1, 1986, from the May 1 and November 1, as the case may be,
next preceding the date of such Debenture to which interest has been paid or
duly provided for, unless the date of such Debenture is the date to which
interest has been paid

-16-

or duly provided for, in which case from the date of such Debenture, or unless
no interest has been paid or duly provided for on the Debentures, in which case
from May 5, 1986, until payment of the principal sum has been made or duly
provided for. Notwithstanding the foregoing, when there is no existing default
in the payment of interest on the Debentures, all Debentures authenticated by
the Trustee after the close of business on the record date (as hereinafter
defined) for any interest payment date (May 1 and November 1, as the case may
be) and prior to such interest payment date shall be dated the date of
authentication but shall bear interest from such interest payment date;
provided, however, that if and to the extent that the Company shall default in
interest due on such interest payment date then any such Debenture shall bear
interest from the May 1 and November 1, as the case may be, next preceding the
date of such Debenture to which interest has been paid or duly provided for,
unless no interest has been paid or duly provided for on the Debentures, in
which case from May 5, 1986.

The person in whose name any debenture (or its Predecessor
Debenture) is registered at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date (subject to the provisions of Article
Three in the case of any Debenture or Debentures, or portion thereof, called for
redemption on a date subsequent to the record date and prior to such interest
payment date) notwithstanding the cancellation of such Debenture upon any
conversion, transfer or exchange subsequent to the record date and prior to such
interest payment date. Interest may, at the option of the company, be paid by
check mailed to the address of such person on the registry kept for such
purposes. The term "record date" with respect to any interest payment date shall
mean the April 15 or October 15 preceding said May 1 or November 1.

Interest on the Debentures shall be computed on the basis of a
year of twelve 30-day months.

Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any said May 1 or November 1 (herein
called "Defaulted Interest') shall forthwith cease to be payable to the
Debentureholder on the relevant record date by virtue of his having been such
Debentureholder; and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the persons in whose names the Debentures (or their
respective Predecessor Debentures) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Debenture and the date of the proposed
payment, and at the same time

-17-

the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. The Company
shall designate a Special Record Date acceptable to the Trustee for the
payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid to each Debentureholder at his address as it appears in
the Debenture register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the persons in whose names the
Debentures (or their respective Predecessor Debentures) are registered
at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest
in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Debentures may be listed, and upon
such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the
Trustee and the Trustee shall have so notified the Company.

SECTION 2.04. Execution of Debentures. The Debentures shall be
signed in the name and on behalf of the Company by the manual or facsimile
signature of its Chairman, its President or any of its Senior Vice President or
Vice Presidents and attested by the manual or facsimile signature of its
Secretary or any of its Assistant Secretaries (which may be printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise). Only such Debentures
as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, manually executed by the Trustee, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Debenture executed by the Company shall be
conclusive evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

In case any officer of the Company who shall have signed any
of the Debentures shall cease to be such officer before the Debentures so signed
shall have been 

-18-

authenticated and delivered by the Trustee, or disposed of by the Company, such
Debentures nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Debentures had not ceased to be such officer
of the Company; and any Debenture may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Debenture, shall be the
proper officers of the Company, although at the date of the execution of this
indenture any such person was not such an officer.

SECTION 2.05. Exchange and Registration of Transfer of
Debentures. Debentures may be exchanged for a like aggregate principal amount of
Debentures of other authorized denominations. Debentures to be exchanged shall
be surrendered at the office or agency to be maintained by the Company as set
forth in Section 5.02, and the company shall execute and register and the
Trustee shall authenticate and deliver in exchange therefor the Debenture or
Debentures which the Debentureholder making the exchange shall be entitled to
receive, bearing registration numbers not contemporaneously outstanding.

The Company shall cause to be kept at said office of the
Company or agency maintained as set forth in Section 5.02, a register in which,
subject to such reasonable regulations as it may prescribe. Debentures shall be
registered and the transfer of Debentures shall be registered as in this Article
Two provided. Such register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. At all
reasonable times such register shall be open for inspection by the Trustee. Upon
due presentment for registration of transfer of any Debenture at any such office
or agency maintained by the Company, the Company shall execute and register and
the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Debenture or Debentures for an equal aggregate principal
amount.

All Debentures presented for registration of transfer or for
exchange, redemption, conversion or payment shall (if so required by the Company
or the Trustee) be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Trustee
duly executed by, the holder of his attorney duly authorized in writing.

No service charge shall be made for any exchange or
registration of transfer of Debentures, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

The Company shall not be required to exchange or register a
transfer of (a) any Debentures for a period of 15 days next preceding any
selection of Debentures to be redeemed, (b) any Debentures or portions thereof
selected or called for redemption or (c) any Debentures or portions thereof
surrendered for conversion.

-19-

All Debentures issued upon any transfer or exchange of
Debentures shall be valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture as the Debentures
surrendered upon such exchange or transfer.

SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debentures.
In case any temporary or definitive Debenture shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon
its request the Trustee shall authenticate and deliver, a new Debenture of like
tenor and principal amount, bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost or stolen. In every case the
applicant for a substituted Debenture shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the company and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Debenture and of the
ownership thereof.

The Trustee may authenticate any such substituted Debenture
and deliver the same upon the receipt of such security or indemnity as the
Trustee may require. Upon the issuance of any substituted Debenture, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses connected therewith and in addition a further sum not
exceeding $2 for each Debenture so issued in substitution. In case any Debenture
which has matured or is about to mature or has been called for redemption or is
about to be converted into Common Stock shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debenture, pay
or authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Debenture) if the
applicant for such payment or conversion shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless and, in case of destruction, loss or theft, evidence satisfactory
to the Company and the Trustee of the destruction, loss or theft of such
Debenture and of the ownership thereof.

Every substituted Debenture issued pursuant to the provisions
of this Section 2.06 by virtue of the fact that any Debenture is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits of (but shall be subject to all
the limitations set forth in) this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder. To the extent permitted by
law, all Debentures shall be held and owed upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment or
conversion of mutilated, destroyed, lost or stolen Debentures and shall preclude
any and all other rights or remedies notwithstanding

-20-

any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment or conversion of negotiable instruments or other
securities without their surrender.

SECTION 2.07. Temporary Debentures. Pending the preparation of
definitive Debentures, the company may execute and the Trustee shall
authenticate and deliver temporary Debentures (printed or lithographed).
Temporary Debentures shall be issuable in any authorized denomination, and
substantially in the form of the definitive Debentures but with such omissions,
insertions and variations as may be appropriate for temporary Debentures, all as
may be determined by the Company. Every such temporary Debenture, shall be
executed by the Company and authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Debentures. Without unreasonable delay the Company will execute
and deliver to the Trustee definitive Debentures and thereupon any or all
temporary Debentures maybe surrendered in exchange therefor, at the office or
agency of the company to be maintained pursuant to Section 5.02 and the Trustee
shall authenticate and deliver in exchange for such temporary Debentures an
equal aggregate principal amount of definitive Debentures. Such exchange shall
be made by the company at its own expense and without any charge therefor. Until
so exchanged, the temporary Debentures shall in all respect be entitled to the
same benefits under this Indenture as definitive Debentures authenticated and
delivered hereunder.

SECTION 2.08. Cancellation of Debentures Paid, etc. All
Debentures surrendered for the purpose of payment, redemption, conversion,
exchange or registration of transfer, or in discharge or for credit against any
sinking fund payment pursuant to Section 3.04, shall, if surrendered to the
Company or any paying agent or any Debenture registrar or any conversion agent,
be surrendered to the Trustee and promptly cancelled by it, or, if surrendered
to the Trustee, shall be promptly cancelled by it, and no Debentures shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall destroy all cancelled securities and delivery
a certificate of such destruction to the Company unless the company directs the
Trustee to deliver cancelled securities to the company. If the company shall
acquire any of the Debentures, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debentures
unless and until the same are delivered to the Trustee for cancellation.

ARTICLE THREE

REDEMPTION OF DEBENTURES - SINKING FUND

SECTION 3.01. Redemption Prices - Voluntary and for Sinking
Fund. (a) The Company may, at its option, redeem all or from time to time any
part of the Debentures

-21-

on any date, upon notice as set forth in Section 3.02, and at the optional
redemption prices set forth in the form of Debenture hereinabove recited,
together with accrued interest to the date fixed for redemption, provided,
however, that no such redemption shall be effected prior to May 1, 1989, unless
the last reported sales price (determined as provided in Section 15.05(d)) of
the Company's Common Stock equals or exceeds 150% of the then effective
conversion price for any twenty days of the last thirty consecutive trading days
(which are, in each case, Trading Days, as defined in Section 15.05(d)) ending
within five days of the date on which the notice or redemption is first mailed
pursuant to Section 3.02. In the case of any redemption pursuant to this Section
3.01 prior to May 1, 1989, the Company will deliver to the Trustee at least 2
days prior to the date on which notice of such redemption is mailed an Officers'
Certificate stating that such redemption will comply with the provisions
contained in the foregoing sentence.

(b) The Debentures shall also be redeemed in part on May 1,
1997 and on each May 1 thereafter to and including May 1, 2010, through the
operation of the sinking fund as set forth in Section 3.04, at the sinking fund
redemption price set forth in the form of Debenture hereinabove recited,
together with accrued interest to the date fixed for redemption.

SECTION 3.02. Notice of Redemption; Selection of Debentures.
In case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debentures pursuant to Section 3.01(a), it shall
fix a date for redemption and, in the case of any redemption pursuant to Section
3.01(a) or (b), it or, at its request, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the holders of Debentures so to be redeemed as a whole or in part
at their last addresses as the same appear on the registry books of the Company.
Such mailing shall be by first class mail. The notice if mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the holder received such notice. In any case, failure to give such notice
by mail or any defect in the notice to the holder of any Debenture designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debenture.

Each such notice of redemption shall specify the principal
amount of each Debenture to be redeemed, the date fixed for redemption, the
redemption price at which Debentures are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Debentures, that such redemption is pursuant to the sinking fund if to be made
pursuant to Section 3.01(b) or at 3.01(a), that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. Such notice shall also state the current conversion price and
the date on which the right to convert such Debenture or portions thereof into
Common Stock will expire. If fewer than all the

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Debentures are to be redeemed, the notice of redemption shall identify the
Debentures to be redeemed. In case any Debenture is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Debenture, a new Debenture or Debentures in principal
amount equal to the unredeemed portion thereof will be issued.

Prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
5.04) an amount of money sufficient to redeem on the redemption date all the
Debentures so called for redemption (other than those theretofore surrendered
for conversion into Common Stock) at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If any Debenture called
for redemption is converted pursuant hereto, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Debenture shall be paid to the Company upon its request, or,
if then held by the Company shall be discharged from such trust. If fewer than
all the Debentures are to be redeemed pursuant to Section 3.10(a), the Company
will give the Trustee written notice not fewer than 65 days prior to the
redemption date as to the aggregate principal amount of Debentures to be
redeemed.

If fewer than all the Debentures are to be redeemed, the
Trustee shall select in such manner as it shall deem fair and reasonable the
Debentures or portion thereof (in integral multiples of $1,000) to be redeemed.
If any Debenture selected for partial redemption is converted in part after such
selection, the converted portion of such Debenture shall be deemed (so far as
may be) to be the portion so selected for redemption. The Debentures (or
portions thereof) so selected shall be deemed duly selected for redemption for
all purposes hereof, notwithstanding that any such Debenture is converted as a
whole or in part before the mailing of the notice of redemption.

The Trustee shall promptly notify the Company in writing of
the Debentures selected for redemption and, in the case of any Debenture
selected for partial redemption, the principal amount thereof being redeemed.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Debentures
shall relate, in the case of any Debentures redeemed or to be redeemed only in
part, to the portion of the principal of such Debenture which has been or is to
be redeemed.

Upon any selection for redemption of less than all Debentures,
the Company and the Trustee may treat as outstanding any Debentures surrendered
for conversion during the period of 15 days prior to such selection and need not
treat as outstanding any Debenture

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authenticated and delivered during such period in exchange for the unconverted
portion of any Debenture converted in part during such period.

SECTION 3.03. Payment of Debentures Called for Redemption. If
notice of redemption has been given as above provided, the Debentures or
portions or Debentures with respect to which such notice has been given shall,
unless theretofore converted into Common Stock pursuant to the terms or places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Debentures at the redemption price,
together with interest accrued to said date) interest on the Debentures or
portions of Debentures so called for redemption shall cease to accrue and,
except as provided in Sections 8.05 and 13.04, such Debentures shall cease from
and after the date fixed for redemption to be convertible into Common Stock and
to be entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Debentures except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Debentures at a place of
payment in said notice specified, the said Debentures or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any semi-annual payment of interest becoming due on the date fixed
for redemption shall be payable to the holders of such Debentures registered as
such on the relevant record date subject to the terms and provisions of Section
2.03 hereof.

Upon presentation of any Debentures redeemed in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
holder thereof, at the expense of the Company, a new Debenture or Debentures, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Debentures so presented.

Notwithstanding the foregoing, the Trustee shall not redeem
any Debentures or mail any notice of optional redemption during the continuance
of a default in payment of interest or premium on the Debentures or of any Event
of Default of which the Trustee has received written notice. If any Debenture
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate borne
by the Debenture and such Debenture shall remain convertible into Common Stock
until the principal and premium, if any, shall have been paid or duly provided
for.

SECTION 3.04. Sinking Fund. As and for a sinking fund (the
"sinking fund") for the retirement of Debentures and so long as any of the
Debentures remain outstanding and unpaid, the Company will, except as
hereinafter provided, pay to the Trustee in cash not less than one business day
before May 1, 1997 and before May 1 in each year

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thereafter to and including May 1, 2010, an amount sufficient to redeem on such
May 1 5% of the aggregate principal amount of Debentures issued as provided in
Section 2.01, at the sinking fund redemption price, together with accrued
interest to the date fixed for redemption (the "sinking fund payment"). The last
date on which such payment may be made in each year is herein referred to as the
"sinking fund payment date".

At its option the Company may reduce or satisfy its obligation
to make any sinking fund payment by an amount not exceeding the sum of the
following:

(i) the principal amount of Debentures theretofore issued
and acquired by the Company and delivered to the Trustee for
cancellation and not theretofore made the basis for the reduction of a
sinking fund payment; and

(ii) the principal amount of Debentures redeemed and paid
pursuant to the provisions of this Article Three otherwise than through
the operation of the sinking fund, or which shall have been duly called
for redemption otherwise than through the operation of the sinking fund
and the redemption price of which shall have been deposited in trust
for that purpose, and which have not theretofore been made the basis
for the redemption of a sinking fund payment; and

(iii) the principal amount of Debentures surrendered for
conversion pursuant to Article Fifteen (other than the principal amount
of any such Debentures so surrendered which had been called for
redemption by application of a sinking fund payment) and which have not
theretofore been made the basis for the reduction of a sinking fund
payment.

On or before March 1, in each year, beginning March 1, 1997,
the Company shall deliver to the Trustee an Officers' Certificate stating
whether it elects to reduce the amount to be paid to the Trustee in cash before
the following May 1, and if it elects to make such a reduction, setting forth
the amount of the reduction and the basis or bases provided above for such
reduction, together with any Debentures which are to be made the basis of such
reduction and which have not already been delivered to the Trustee and stating
that none of the Debentures so made the basis of such reduction have theretofore
been made the basis of any credit against any sinking fund payment.

The amount of any sinking fund payment payable to the Trustee
before any sinking fund redemption date shall automatically be reduced by the
sinking fund redemption price of all Debentures or portions thereof which shall
have been called for redemption on such sinking fund redemption date through the
sinking fund and shall have been surrendered on or before such date for
conversion pursuant to Article Fifteen; and, as soon as practicable following an
accounting thereof, the Trustee shall refund to the Company any amount of
overpayment made by the Company for the account of such sinking fund redemption.

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If the sinking fund payment or payments made in cash plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$100,000 (or a lesser sum if the Company shall so request), it shall be applied
by the Trustee on the May 1 following the date of such payment to the redemption
of Debentures at the principal amount thereof with accrued interest to the date
fixed for redemption. The Trustee shall select, in the manner provided in
Section 3.02, for redemption on such May 1, a sufficient principal amount of
Debentures to absorb said cash, as nearly as may be, and shall, at the expense
and in the name of the Company, thereupon cause notice of redemption of the
Debentures to be given in substantially the manner provided in Section 3.02 (and
with the effect provided in Section 3.03) for the redemption of Debentures. Any
sinking fund monies not so applied or allocated by the Trustee to the redemption
of Debentures shall be added to the next cash sinking fund payment received by
the Trustee and, together with such payment, shall be applied in accordance with
the provisions of this Section 3.04. Any and all sinking fund monies held by the
Trustee on May 1, 2010 (or earlier, if the maturity is accelerated) and not held
for the payment or redemption of particular Debentures shall be applied by the
Trustee, together with other monies, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of, and interest on, the
Debentures at maturity.

On or before each sinking fund payment date, the Company shall
pay to the Trustee in cash an amount equal to all interest accrued to the date
fixed for redemption of Debentures to be redeemed on the following May 1
pursuant to this Section.

The Trustee shall not redeem or cause to be redeemed any
Debentures with sinking fund monies or mail any notice of redemption of
Debentures by operation of the sinking fund during the continuance of a default
in payment of interest or premium on the Debentures or of any Event of Default
(other than an Event of Default occurring as a consequence of this paragraph),
except that if the notice of redemption of any Debentures shall theretofore have
been mailed in accordance with the provisions hereof, the Trustee shall redeem
or cause to be redeemed such Debentures if cash sufficient for that purpose
shall be deposited with the Trustee for that purpose in accordance with the
terms of this Article Three. Except as aforesaid, any monies in the sinking fund
at the time when any such default or Event of Default shall occur and any monies
thereafter paid into the sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of all the
Debentures; provided, however, that in case such Event of Default or default
shall have been cured or waived as provided herein, such monies shall thereafter
be applied on the next May 1 on which such monies may be applied pursuant to the
provisions of this Section 3.04.

SECTION 3.05. Conversion Arrangement on Call for Redemption.
In connection with any redemption of Debentures, the Company may arrange for the
purchase and conversion of any Debentures by an agreement with one or more
investment bankers or other purchasers to purchase such Debentures by paying to
the Trustee in trust for the

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Debentureholders, before the close of business not later than the business day
prior to the date fixed for redemption, an amount not less than the applicable
redemption price, together with interest accrued to the date fixed for
redemption, of such Debentures. Notwithstanding anything to the contrary
contained in this Article Three, the obligation of the Company to pay the
redemption price of such Debentures, together with interest accrued to the date
fixed for redemption, shall be deemed to be satisfied and discharged to the
extent such amount is so paid by such purchasers. The Company shall promptly
notify the Trustee by mail of entering into any such arrangement. If such an
agreement is entered into, any Debentures not duly surrendered for conversion by
the holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article Fifteen)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the date fixed for redemption, subject to payment of
the above amount as aforesaid. The Trustee shall hold and dispose of any such
amount paid to it in the same manner as it would moneys deposited with it by the
company for the redemption of Debentures. Without the Trustee's prior written
consent, no arrangement between the company and such purchasers for the purchase
and conversion of any Debentures shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Debentures between the Company and such purchasers to which the Trustee has not
consented in writing, including the costs and expenses incurred by the Trustee
in the defense of any claim or liability arising out of or in connection with
the exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

ARTICLE FOUR

SUBORDINATION OF DEBENTURES

SECTION 4.01. Agreement of Subordination. The Company
covenants and agrees, and each holder of Debentures issued hereunder by his
acceptance thereof likewise covenants and agrees, that all Debentures shall be
issued subject to the provisions of this Article Four; and each Person holding
any Debenture, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.

The payment of the principal of, premium, if any, and interest
on all Debentures issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness.

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No provision of this Article Four shall prevent the occurrence
of any default or Event of Default hereunder.

SECTION 4.02. Payments to Debentureholders. In the event and
during the continuation of any default in the payment of principal, interest or
rental on any Senior Indebtedness continuing beyond the period of grace, if any,
specified in the instrument or lease evidencing such Senior Indebtedness, then,
unless and until such event shall have been cured or waived, or shall have
ceased to exist, no payment shall be made by the Company with respect to the
principal of, or premium, if any, or interest on the Debentures or as a sinking
fund for the Debentures, except sinking fund payments made by the acquisition of
Debentures under Section 3.04 prior to the happening of such default and
payments made pursuant to Article Thirteen hereof from monies deposited with the
Trustee pursuant thereto prior to the happening of such default.

Upon any payment by the Company, or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full, or payment thereof provided for
in money in accordance with its terms, before any payment is made on account of
the principal (and premium, if any) or interest on the Debentures (except
payments made pursuant to Article Thirteen hereof from monies deposited with the
Trustee pursuant thereto prior to the happening of such dissolution, winding-up,
liquidation or reorganization); and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the holders of the Debentures of the Trustee would be
entitled, except for the provisions of this Article Four, shall (except as
aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the holders of the Debentures or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders) or their representative or representatives, or to the
trustee or trustees under any Indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness, before any payment
or distribution is made to the holders of the Debentures or to the Trustee.

In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee or the holders of the Debentures

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before all Senior Indebtedness is paid in full, or provision is made for such
payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing any Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

For purposes of this Article Four, the words, "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article Four with respect to the Debentures to the payment of
all Senior Indebtedness which may at the time be outstanding; provided that (i)
the Senior Indebtedness is assumed by the new corporation, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders
of the Senior Indebtedness (other than leases) and of leases which are assumed
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Twelve hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 4.02 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Twelve hereof. Nothing in this Section 4.02 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.06.

SECTION 4.03. Subrogation of Debentures. Subject to the
payment in full of all Senior Indebtedness, the rights of the holders of the
Debentures shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Debentures shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to
which the holders of the Debentures or the Trustee would be entitled except for
the provisions of this Article Four, and no payment over pursuant to the
provisions of this Article Four, to or for the benefit of the holders of Senior
Indebtedness by holders of the Debentures or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
holders of the Debentures, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness. It is understood that the provisions of this
Article Four are and are intended solely for the purpose of defining the

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relative rights of the holders of the Debentures, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

Nothing contained in this Article Four or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
holders of the Debentures, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debentures the principal of (and
premium, if any) and interest on the Debentures as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Debentures and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the holder of any Debenture
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Four of
the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article Four, the Trustee and the holders of the Debentures
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the holders of the
Debentures, for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon and all other
facts pertinent thereto or to this Article Four.

SECTION 4.04. Authorization by Debentureholders. Each holder
of a Debenture by his acceptance thereof authorizes and directs the Trustee in
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article Four and appoints the Trustee his
attorney-in-fact for any and all such purposes.

SECTION 4.05. Notice to Trustee. The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment of moneys to or by the Trustee in respect of
the Debentures pursuant to the provisions of this Article Four. The Trustee
shall be entitled to assume that no such fact exists unless the Company or any
holder of Senior Indebtedness or any trustee therefor has given such notice to
the Trustee at the principal office of the Trustee. Notwithstanding the
provisions of this Article Four or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of moneys to or by the Trustee in
respect of the Debentures pursuant to the provisions of this Article Four,
unless and until the Trustee shall have received written notice

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thereof at the Principal Office of the Trustee from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor; and prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, that if on a date not
fewer than three business days prior to the date upon which by the terms hereof
any such moneys may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Debenture) the Trustee shall not have received, with respect to such moneys,
the notice provided for in this Section 4.05, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date.

Notwithstanding anything to the contrary hereinbefore set
forth, nothing shall prevent any payment by the Company or the Trustee to the
Debentureholders of moneys in connection with a redemption of Debentures if (i)
notice of such redemption has been given pursuant to Article Three or Section
13.01 hereof prior to the receipt by the Trustee of written notice as aforesaid,
and (ii) such notice of redemption is given not earlier than 60 days before the
redemption date.

The Trustee shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder or holders. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Four, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Four, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 4.06. Trustee's Relation to Senior Debt. The Trustee
in its individual capacity shall be entitled to all the rights set forth in this
Article Four in respect of any Senior Indebtedness at any time held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in
Section 8.13 or elsewhere in this Indenture shall deprive the Trustee of any of
its rights as such holder.

With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in

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this Article Four, and no implied covenants or obligations with respect to the
holders of Senior Indebtedness shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, the Trustee shall not be liable to any
holder of Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person moneys or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article Four or
otherwise.

SECTION 4.07. No Impairment of Subordination. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

ARTICLE FIVE

particular covenants of the company

SECTION 5.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of and premium, if any, and interest on each of the
Debentures at the places, at the respective times and in the manner provided
herein and in the Debentures. Each installment of interest on the Debentures may
be paid by mailing checks for the interest payable to or upon the written order
of the holders of Debentures entitled thereto as they shall appear on the
registry books of the Company.

SECTION 5.02. Offices for Notice and Payments, etc. So long as
any of the Debentures remain outstanding, the Company will maintain in
Baltimore, Maryland or in The City of New York, New York, an office or agency
where the Debentures may be presented for payment, and an office or agency where
the Debentures may be presented for registration of transfer and for exchange
and conversion as in this Indenture provided and an office or agency where
notices and demands to or upon the Company in respect of the Debentures or of
this Indenture may be served. The Company will give to the Trustee written
notice of the location of each such office or agency and of any change of
location thereof. If the Company shall fail to maintain any such office or
agency or shall fail to give such notice of the location or of any change in the
location thereof, presentations and demands may be made and notices may be
served at the principal office of the Trustee in The City of

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New York, New York and the Company hereby appoints the Trustee at the principal
office of the Trustee in The City of New York, New York its agent to receive all
such presentations, demands and notices.

SECTION 5.03. Appointments to Fill Vacancies in Trustee's
Office. The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 5.04. Provision as to Paying Agent. (a) If the Company
shall appoint a paying agent other than the Trustee, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 5.04;

(1) that it will hold all sums held by it as such agent for
the payment of the principal of and premium, if any, or interest on the
Debentures (whether such sums have been paid to it by the Company or by
any other obligor on the Debentures) in trust for the benefit of the
holders of the Debentures;

(2) that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Debentures) to make any
payment of the principal of and premium, if any, or interest on the
Debentures when the same shall be due and payable and the Trustee shall
not be deemed to have such notice until such notice shall have been
received by the Trustee; and

(3) that at any time during the continuance of an Event of
Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust.

The Company will, prior to each due date of the principal of,
premium, if any or interest on the Debentures, deposit with the paying agent a
sum sufficient to pay such principal, premium, if any, or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the Trustee
of any failure to take such action.

(b) If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of and premium, if any, or interest
on the Debentures, set aside, segregate and hold in trust for the benefit of the
holders of the Debentures a sum sufficient to pay such principal and premium, if
any, or interest so becoming due and will notify the Trustee of any failure to
take such action and of any failure by the Company (or by any other obligor
under the Debentures) to make any payment of the principal of and premium, if
any, or interest on the Debentures when the same shall become due and payable.

(c) Anything in this Section 5.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this

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Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by the Company or any paying agent hereunder as required by
this Section 5.04, such sums to be held by the Trustee upon the trusts herein
contained and upon such payment by the Company or any paying agent to the
Trustee, the Company or such paying agent shall be released from all further
liability with respect to such money.

(d) Anything in this Section 5.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
5.04 is subject to Sections 13.03 and 13.04.

SECTION 5.05. Notification of Events of Default. Forthwith
upon the occurrence of an Event of Default, the Company covenants and agrees to
deliver to the Trustee written notice of such occurrence, setting forth the
details thereof and the action which the Company is taking or proposes to take
with respect thereto.

SECTION 5.06. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer stating, as to each signer thereof, that

(1) a review of the activities of the Company during such
year and of performance under this Indenture has been made under his or
her supervision and

(2) to the best of his or her knowledge, based on such
review, the Company has fulfilled all its obligations under this
Indenture throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known
to him and the nature and status thereof.

ARTICLE SIX

DEBENTUREHOLDERS' LISTS AND REPORTS BY THE
COMPANY AND THE TRUSTEE

SECTION 6.01. Debentureholders' Lists. The Company covenants
and agrees that it will furnish or cause to be furnished to the Trustee,
semiannually, not more than 15 days after each April 15 and October 15 in each
year beginning with October 15, 1986, and at such other times as the Trustee may
request in writing, within thirty days after receipt by the Company of any such
request, a list in such form as the Trustee may reasonably require of the names
and addresses of the holders of Debentures as of the date not more than fifteen
days

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prior to the time such information is furnished, except that no such list need
be furnished so long as the Trustee is acting as Debenture registrar.

SECTION 6.02. Preservation and Disclosure of Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Debentures contained
in the most recent list furnished to it as provided in Section 6.01 or
maintained by the Trustee in its capacity as Debenture registrar, if so acting.
The Trustee may destroy any list furnished to it as provided in Section 6.01
upon receipt of a new list so furnished.

(b) In case three or more holders of Debentures (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Debenture for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Debentures with respect to their rights under this Indenture or under the
Debentures and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either:

(1) afford such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 6.02, or

(2) inform such applicants as to the approximate number of
holders of Debentures whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 6.02, and as to the
approximate cost of mailing to such Debentureholders the form of proxy
or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Debentureholder whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 6.02 a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Securities and Exchange Commission, together with a
copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the holders of Debentures or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If said Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of

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such objections or if, after due entry of an order sustaining one or more of
such objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Debentureholders with reasonable promptness after the entry of such order and
the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

(c) Each and every holder of the Debentures, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent nor the Debenture registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the holders of Debentures in accordance with the
provisions of subsection (b) of this Section 6.02, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

SECTION 6.03. Reports by the Company. (a) The Company
covenants and agrees to file with the Trustee, within fifteen days after the
Company is required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as said
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with said Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not
required to file information, documents or reports pursuant to either of such
sections, then to file with the Trustee and said Commission, in accordance with
rules and regulations prescribed from time to time by said Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee
and the Securities and Exchange Commission, in accordance with the rules and
regulations prescribed from time to time by said Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations.

(c) The Company covenants and agrees to transmit by mail to
all holders of Debentures, as the names and addresses of such holders appear
upon the registry books of the Company, within thirty days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to

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subsections (a) and (b) of this Section 6.03 as may be required by rules and
regulations prescribed from time to time by the Securities and Exchange
Commission.

SECTION 6.04. Reports by the Trustee. (a) On or before July
15, 1986, and on or before July 15 in every year thereafter, so long as any
Debentures are outstanding hereunder, the Trustee shall transmit to the
Debentureholders, as hereinafter in this Section 6.04 provided, a brief report
dated as of the preceding May 15 with respect to:

(1) its eligibility under Section 8.09, and its
qualification under Section 8.08, or in lieu thereof, if to the best of
its knowledge it has continued to be eligible and qualified under such
Sections, a written statement to such effect;

(2) the character and amount of advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such
report, and for the reimbursement of which it claims or may claim a
lien or charge, prior to that of the Debentures, on any property or
funds held or collected by it as Trustee, except that the Trustee shall
not be required (but may elect) to state such advances if such advances
so remaining unpaid aggregate not more than one-half of one percent of
the principal amount of the Debentures outstanding on the date of such
report;

(3) the amount, interest rate and maturity date of all other
indebtedness owing by the Company (or by any other obligor on the
Debentures) to the Trustee in its individual capacity, on the date of
such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in paragraphs
(2), (3), (4) or (6) of subsection (b) of Section 8.13;

(4) the property and funds, if any, physically in the
possession of the Trustee, as such, on the date of such report;

(5) any additional issue of Debentures which the Trustee
has not previously reported; and

(6) any action taken by the Trustee in the performance of
its duties under this Indenture which it has not previously reported
and which in its opinion materially affects the Debentures, except
action in respect of a default, notice of which has been or is to be
withheld by it in accordance with the provisions of Section 7.08.

(b) The Trustee shall transmit to the Debentureholders, as
hereinafter provided, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the

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Trustee (as such), since the date of the last report transmitted pursuant to the
provisions of subsection (a) of this Section 6.04 (or, if no such report has yet
been so transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to that of
the Debentures on property or funds held or collected by it as Trustee, and
which it has not previously reported pursuant to this subsection, except that
the Trustee shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate ten percent or less of the
principal amount of Debentures outstanding at such time, such report to be
transmitted within ninety days after such time.

(c) Reports pursuant to this Section 6.04 shall be transmitted
by mail to all holders of Debentures as the names and addresses of such holders
appear upon the registry books of the Company and to such holders of Debentures
as have within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose.

(d) A copy of each such report shall, at the time of such
transmission to Debentureholders, be filed by the Trustee with each stock
exchange upon which the Debentures are listed and also with the Securities and
Exchange Commission. The Company will notify the Trustee when and as the
Debentures become listed on any stock exchange.

ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
ON THE EVENT OF DEFAULT

SECTION 7.01. Events of Default. In case one or more of the
following Events of Default (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body and whether or not
prohibited by the provisions of Article Four) shall have occurred and be
continuing;

(a) default in the payment of any installment of interest upon
any of the Debentures as and when the same shall become due and
payable, and continuance of such default for a period of thirty days;
or

(b) default in the payment of the principal of and premium, if
any, on any of the Debentures as and when the same shall become due and
payable either at maturity or in connection with any redemption, by
declaration or otherwise; or

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(c) default in the payment of any sinking fund installment as
and when the same shall become due and payable; or

(d) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the
Company in the Debentures or in this Indenture continued for a period
of sixty days after the date on which written notice of such failure,
requiring the Company to remedy the same, shall have been given to the
Company by the Trustee, or to the Company and the Trustee by the
holders of at least twenty-five percent in aggregate principal amount
of the Debentures at the time outstanding; or

(e) the Company shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian, or other similar
official of it or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking
possession by any such official in any involuntary case or other
proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall admit in writing its inability to or
fail generally to pay its debts as they become due; or

(f) an involuntary case or other proceeding shall be commenced
against the Company seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official
of it or any substantial part of its property, and such involuntary
case or other proceeding shall remain undismissed and unstayed for a
period of ninety consecutive days;

then and in each and every such case, unless the principal of all of the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent in aggregate principal amount of
the Debentures then outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Debentureholders), may declare the principal of
all the Debentures and the interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Debentures
contained to the contrary notwithstanding. This provision, however, is subject
to the condition that if, at any time after the principal of the Debentures
shall have been so declared due and payable, and before any judgment or decree
for the payment of the monies due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Debentures and the principal of and

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premium, if any, on any and all Debentures which shall have become due otherwise
than by acceleration (with interest on overdue installments (to the extent that
payment of such interest is enforceable under applicable law) and on such
principal and premium, if any, at the rate borne by the Debentures, to the date
of such payment or deposit) and the expenses of the Trustee, and if any and all
defaults under this Indenture, other than the nonpayment of principal of and
premium, if any, and accrued interest on Debentures which shall have become due
by acceleration, shall have been cured or waived pursuant to Section 7.07--then
and in every such case the holders of a majority in aggregate principal amount
of the Debentures then outstanding, by written notice to the Company and to the
Trustee, may rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Debentures, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Debentures, and the Trustee
shall continue as though no such proceeding had been taken.

SECTION 7.02. Payment of Debentures on Default; Suit Therefor.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest upon any of the Debentures as and when the same
shall become due and payable, and such default shall have continued for a period
of thirty days, or (b) in case default shall be made in the payment of the
principal of and premium, if any, on any of the Debentures as and when the same
shall have become due and payable, whether at maturity of the Debentures or in
connection with any redemption, by declaration or otherwise--then, upon demand
of the Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Debentures, the whole amount that then shall have become due and
payable on all such Debentures for principal and premium, if any, or interest,
or both, as the case may be, with interest upon the overdue principal and
premium, if any, and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the rate
borne by the Debentures; and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith. Until such demand by the Trustee, the Company may
pay the principal of and premium, if any, and interest on the Debentures to the
registered holders, whether or not the Debentures are overdue.

In case the Company shall fail forthwith to pay such amounts
upon such demands, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the

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sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on the Debentures and collect in the
manner provided by law out of the property of the Company or any other obligor
on the Debentures wherever situated the monies adjudged or decreed to be
payable.

In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Debentures
under Title 11 of the United States Code, or any other applicable law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company, the property of the Company or such other
obligor, or in the case of any other similar judicial proceedings relative to
the Company or other obligor upon the Debentures, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Debentures, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of its charges and expenses; and
any receiver, assignee or trustee in bankruptcy or reorganization liquidator,
custodian or similar official is hereby authorized by each of the
Debentureholders to make such payments to the Trustee, and, in the event that
the Trustee shall consent to the making of such payments directly to the
Debentureholders, to pay to the Trustee any amount due it for compensation and
expenses, including counsel fees incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation,
expenses and counsel fees out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, monies, securities
and other property which the holders of the Debentures may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or adopt on behalf of any Debentureholder any
plan of reorganization or arrangement, affecting the Debentures or the rights of
any Debentureholder, or to authorize the Trustee to vote in respect of the claim
of any Debentureholder in any such proceeding.

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All rights of action and of asserting claims under this
Indenture, or under any of the Debentures, may be enforced by the Trustee
without the possession of any of the Debentures, or the production thereof on
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Debentures.

In any proceedings brought by the Trustee (and when any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Debentures, and, to the extent permitted by law, it shall not
be necessary to make any holders of the Debentures parties to any such
proceedings.

SECTION 7.03. Application of Monies Collected by Trustee.
Subject to the provisions of Article Four, any monies collected by the Trustee
pursuant to this Article Seven shall be applied in the order following, at the
date or dates fixed by the Trustee for the distribution of such monies, upon
presentation of the several Debentures, and stamping thereon the payment, if
only partially paid, and upon surrender thereof is fully paid:

First: To the payment of all amounts due the Trustee under
Section 8.06;

Second: In case the principal of the outstanding Debentures
shall not have become due and be unpaid, to the payment of interest on
the Debentures in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue
installments of interest at the rate borne by the Debentures, such
payments to be made ratably to the persons entitled thereto;

Third: In case the principal of the outstanding Debentures
shall have become due, by declaration or otherwise, and be unpaid to
the payment of the whole amount then owing and unpaid upon the
Debentures for principal and premium, if any, and interest, with
interest on the overdue principal and premium, if any, and (to the
extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate borne by the Debentures;
and in case such monies shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Debentures, then to the payment of
such principal and premium, if any, and interest without preference or
priority of principal and premium, if any, over interest, or of
interest over principal and premium, if any, or of any installment of
interest over any other installment of interest, or of any Debenture
over any other Debenture, ratably to the aggregate of such principal
and premium, if any, and accrued and unpaid interest;

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Fourth: To the payment of the remainder, if any, to the
Company or any other person lawfully entitled thereto.

SECTION 7.04. Proceedings by Debentureholder. No holder of any
Debenture shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent in aggregate principal amount of the Debentures then outstanding shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.07; it being understood and intended, and being
expressly covenanted by the taker and holder of every Debenture with every other
taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of Debentures, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures (except as otherwise provided
herein). For the protection and enforcement of this Section 7.04, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Notwithstanding any other provisions of this Indenture and any
provision of any Debenture, however, the right of any holder of any Debenture to
receive payment of the principal of and premium, if any, and interest on such
Debenture, on or after the respective due dates expressed in such Debenture, or
to institute suit for the enforcement of any such payment on or after such
respective dates against the Company shall not be impaired without the consent
of such holder.

Anything in this Indenture or the Debentures to the contrary
notwithstanding, the holder of any Debenture, without the consent of either the
Trustee or the holder of any other Debenture, in his own behalf and for his own
benefit may enforce, and may institute and maintain any proceeding suitable to
enforce, his rights of conversion as provided herein.

SECTION 7.05. Proceedings by Trustee. In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect and
enforce the rights vested in

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it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

SECTION 7.06. Remedies Cumulative and Continuing. Except as
provided in Section 2.06 with respect to the holder of the Debenture, all powers
and remedies given by this Article Seven to the Trustee or to the
Debentureholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any thereof or of any other powers and remedies available to
the Trustee or the holders of the Debentures, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Debentures to exercise any right or power
accruing upon any default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of Section 7.04, every
power and remedy given by this Article Seven or by law to the Trustee or to the
Debentureholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Debentureholders.

SECTION 7.07. Direction of Proceedings and Waiver of Defaults
by Majority Debentureholders. The holders of a majority in aggregate principal
amount of the Debentures at the time outstanding determined in accordance with
Section 9.04 shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the provisions of Section 8.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall be advised by counsel that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceedings so directed could involve the Trustee
in personal liability or be unduly prejudicial to holders not joining therein.
The holders of a majority in aggregate principal amount of the Debentures at the
time outstanding may on behalf of the holders of all of the Debentures waive any
past default or Event of Default hereunder and its consequences except a default
in the payment of interest, or premium, if any, on, or the principal of, the
Debentures or a failure by the Company to convert any Debentures into Common
Stock. Upon any such waiver the Company, the Trustee and the holders of the
Debentures shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extent to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default hereunder shall have been waived as permitted by this
Section 7.07, said default or Event of Default

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shall for all purposes of the Debentures and this Indenture be deemed to have
been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

SECTION 7.08. Notice of Defaults. The Trustee shall, within
ninety days after the occurrence of a default, mail to all Debentureholders, as
the names and addresses of such holders appear upon the registry books of the
Company, notice of all defaults known to the Trustee, unless such defaults shall
have been cured before the giving of such notice (the term "defaults" for the
purpose of this Section 7.08 being hereby defined to be the events specified in
clauses (a), (b), (c), (d), (e) and (f) of Section 7.01, not including periods
of grace, if any, or the giving of any Notice, or both provided for therein);
and provided that, except in the case of default in the payment of the principal
of or premium, if any, or interest on any of the Debentures or in the making of
any sinking fund payment, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Debentureholders. The Trustee shall not be charged with knowledge and shall not
be deemed to have notice of any default or Event of Default, except an Event of
Default under Section 7.01(a) or Section 7.01(b) or Section 7.01(c), unless
written notice thereof stating that such notice is a "Notice of Default" shall
have been given to a Responsible Officer of the Trustee by the Company or a
Debentureholder or any agent of a Debentureholder; and, in the absence of such
written notice, the Trustee may conclusively assume that there is no default or
Event of Default.

SECTION 7.09. Undertaking to Pay Costs. All parties to this
Indenture agree, and each holder of any Debenture by his acceptance thereof
shall be deemed to have agreed, that any court may, in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; provided, that the provisions of
this Section 7.09 shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Debentureholder, or group of Debentureholders, holding in
the aggregate more than ten percent in principal amount of the Debentures
outstanding, or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of or premium, if any, or interest
on any Debenture on or after the due date expressed in such Debenture or to any
suit for the enforcement of the right to convert any Debenture in accordance
with the provisions of Article Fifteen.

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ARTICLE EIGHT

CONCERNING THE TRUSTEE

SECTION 8.01. Duties and Responsibilities of Trustee. The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived) the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that

(a) prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default which may have occurred:

(1) the duties and obligations of the Trustee shall
be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the
Trustee; and

(2) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but, in the case of any such certificates or opinions which by
any provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to
the requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal
amount of the Debentures at the time outstanding

4

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determined as provided in Section 9.04 relating to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture; and

(d) whether or not therein provided, every provision of this
Indenture relating to the conduct or affecting the liability of, or
affording protection to, the Trustee shall be subject to the provisions
of this Section.

None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

SECTION 8.02. Reliance on Documents, Opinions, etc. Except as
otherwise provided in Section 8.01,

(a) the Trustee may rely and shall be protected in acting upon
any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an assistant Secretary or of the Company;

(c) the Trustee may consult with counsel and any advice or
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or omitted by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Debentureholders pursuant to the
provisions of this Indenture, unless such Debentureholders shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby;

(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture;

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(f) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, debenture,
coupon or other paper or document unless requested in writing to do so
by the holders of not less than a majority in principal amount of the
Debentures then outstanding; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding; the reasonable
expenses of every such examination shall be paid by the Company or, if
paid by the Trustee or any predecessor Trustee, shall be repaid by the
Company upon demand; and

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed by it with due care hereunder.

SECTION 8.03. No Responsibility for Recitals, etc. The
recitals contained herein and in the Debentures (except in the Trustee's
certificate of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debentures. The Trustee shall not be accountable for the use
or application by the Company of any Debentures or the proceeds of any
Debentures authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

SECTION 8.04. Trustee, Paying Agents, Conversion Agents or
Registrar May Own Debentures. The Trustee or any paying agent or any conversion
agent or Debenture registrar, in its individual or any other capacity, may
become the owner or pledgee of Debentures with the same rights it would have if
it were not Trustee, paying agent, conversion agent or Debenture registrar.

SECTION 8.05. Monies To Be Held in Trust. Subject to the
provisions of Section 13.04, all monies received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

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SECTION 8.06. Compensation and Expenses of Trustee. The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Company under this Section 8.06 to compensate
or indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall not be subordinate to the payment of Senior
Indebtedness pursuant to Article IV. Those obligations shall be secured by a
lien prior to that of the Debentures upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Debentures. The obligations of the Company under this
Section shall survive the satisfaction and discharge of this Indenture.

SECTION 8.07. Officers' Certificate as Evidence. Except as
otherwise provided in Section 8.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be provided or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

SECTION 8.08. Conflicting Interest of Trustee. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 8.08, it shall, within ninety days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign in
the manner and with the effect specified in Section 8.10.

(b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section 8.08, the Trustee shall, within
ten days after the expiration of such ninety-day period, transmit notice of such
failure to all holders of Debentures, as the names and addresses of such holders
appear upon the registry books of the Company.

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(c) For the purpose of this Section 8.08, the Trustee shall be
deemed to have a conflicting interest if:

(1) the Trustee is trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the Company are outstanding,
unless such other indenture is a collateral trust indenture under which
the only collateral consists of Debentures issued under this Indenture;
provided that there shall be excluded from the operation of this
paragraph any other indenture or indentures under which other
securities, or certificates of interest or participation in other
securities of the Company, are outstanding if (i) this Indenture and
such other indenture or indentures are wholly unsecured and such other
indenture or indentures are hereafter qualified under the Trust
Indenture Act of 1939, unless the Securities and Exchange Commission
shall have found and declared by order pursuant to subsection (b) of
Section 305 or subsection (c) of Section 307 of the Trust Indenture Act
of 1939 that differences exist between the provisions of this Indenture
and the provisions of such other indenture or indentures which are so
likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under this Indenture and
such other indenture or indentures, or (ii) the Company shall have
sustained the burden of proving, on application to the Securities and
Exchange Commission and after opportunity for hearing thereon, that the
trusteeship under this Indenture and such other indenture is not so
likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under one of such
indentures;

(2) the Trustee or any of its directors or executive
officers is an obligor upon the Debentures issued under this Indenture
or an underwriter for the Company;

(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect
common control with the Company or an underwriter for the Company;

(4) the Trustee or any of its directors or executive
officers is a director, officer, partner, employee, appointee, or
representative of the Company, or of an underwriter (other than the
Trustee itself) for the Company who is currently engaged in the
business of underwriting, except that (A) one individual may be a
director and/or an executive officer of the Trustee and a director
and/or an executive officer of the Company, but may not be at the same
time an executive officer of both the Trustee and the Company; (B) if
and so long as the number of directors of the Trustee in office is more
than nine, one additional individual may be a director and/or an
executive officer of the Trustee and a director of the Company; and (C)
the Trustee may be designated by

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the Company or by an underwriter for the Company to act in the capacity
of transfer agent, registrar, custodian, paying agent, fiscal agent,
escrow agent, or depositary, or in any other similar capacity, or,
subject to the provisions of paragraph (1) of this subsection (c), to
act as trustee whether under an indenture or otherwise;

(5) ten percent or more of the voting securities of the
Trustee is beneficially owned either by the Company or by any director,
partner, or executive officer thereof, or twenty percent or more of
such voting securities is beneficially owned, collectively, by any two
or more of such persons; or ten percent or more of the voting
securities of the Trustee is beneficially owned either by an
underwriter for the Company or by any director, partner, or executive
officer thereof, or is beneficially owned, collectively, by any two or
more such persons;

(6) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, (A) five
percent or more of the voting securities, or ten percent or more of any
other class of security, of the Company, not including the Debentures
issued under this Indenture and securities issued under any other
indenture under which the Trustee is also trustee, or (B) ten percent
or more of any class of security of an underwriter for the Company;

(7) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, five percent
or more of the voting securities of any person who, to the knowledge of
the Trustee, owns ten percent or more of the voting securities of, or
controls directly or indirectly or is under direct or indirect common
control with, the Company;

(8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, ten percent
or more of any class of security of any person who, to the knowledge of
the Trustee, owns fifty percent or more of the voting securities of the
Company; or

(9) the Trustee owns on May 15 in any calendar year, in the
capacity of executor, administrator, testamentary or inter vivos
trustee, guardian, committee or conservator, or in any other similar
capacity, an aggregate of twenty-five percent or more of the voting
securities, or of any class of security, of any person, the beneficial
ownership of a specified percentage of which would have constituted a
conflicting interest under paragraph (6), (7), or (8) of this
subsection (c). As to any such securities of which the Trustee acquired
ownership through becoming executor, administrator or testamentary
trustee of an estate which included them, the provisions of the
preceding sentence shall not apply, for a period of two years from the
date of such acquisition, to the extent that such securities included
in such estate do not exceed twenty-five

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percent of such voting securities or twenty-five percent of any such
class of security. Promptly after May 15, in each calendar year, the
Trustee shall make a check of its holdings of such securities in any of
the above-mentioned capacities as of such May 15. If the Company fails
to make payment in full of principal of, premium, if any, or interest
on any of the Debentures when and as the same become due and payable,
and such failure continues for thirty days thereafter, the Trustee
shall make a prompt check of its holdings of such securities in any of
the above-mentioned capacities as of the date of the expiration of such
thirty-day period and, after such date, notwithstanding the foregoing
provisions of this paragraph (9), all such securities so held by the
Trustee, with sole or joint control over such securities vested in it,
shall, but only so long as such failure shall continue, be considered
as though beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this subsection (c).

The specifications of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection (c).

For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c) only, (A) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay monies lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation shall be deemed to
be in default when a default in payment of principal shall have continued for
thirty days or more and shall not have been cured; and (C) the Trustee shall not
be deemed to be the owner or holder of (i) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not in
default as defined in clause (B) above, or (ii) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (iii) any security which it holds as agent for collection, or as custodian,
escrow agent, or depositary, or in any similar representative capacity.

Except as provided in the next preceding paragraph hereof, the
word "security" or "securities" as used in this Indenture shall mean any note,
stock, treasury stock, bond, debenture, evidence or indebtedness, certificate of
interest or participation in any profit-sharing agreement, collateral-trust
certificate, pre-organization certificate or subscription, transferable share,
investment contract, voting-trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other mineral rights,
or, in general, any interest or instrument commonly known as a "security" or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.

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(d)  For the purposes of this Section 8.08:

(1) The term "underwriter" when used with reference to the
Company shall mean every person who, within three years prior to the
time as of which the determination is made, has purchased from the
Company with a view to, or has offered or sold for the Company in
connection with, the distribution of any security of the Company
outstanding at such time, or has participated or has had a direct or
indirect participation in any such undertaking, or has participated or
has had a participation in the direct or indirect underwriting of any
such undertaking, but such term shall not include a person whose
interest was limited to a commission from an underwriter or dealer not
in excess of the usual and customary distributors' or sellers'
commission.

(2) The term "director" shall mean any director of a
corporation or any individual performing similar functions with respect
to any organization whether incorporated or unincorporated.

(3) The term "person" shall mean an individual, a
corporation, a partnership, an association, a joint-stock company, a
trust, an unincorporated organization, or a government or political
subdivision thereof. As used in this paragraph, the term "trust" shall
include only a trust where the interest or interests of the beneficiary
or beneficiaries are evidenced by a security.

(4) The term "voting security" shall mean any security
presently entitling the owner or holder thereof to vote in the
direction or management of the affairs of a person, or any security
issued under or pursuant to any trust, agreement or arrangement whereby
a trustee or trustees or agent or agents for the owner or holder of
such security are presently entitled to vote in the direction or
management of the affairs of a person.

(5) The term "Company" shall mean any obligor upon the
Debentures.

(6) The term "executive officer" shall mean the president,
every vice president, every trust officer, the cashier, the secretary,
and the treasurer of a corporation, and any individual customarily
performing similar functions with respect to any organization whether
incorporated or unincorporated, but shall not include the chairman of
the board of directors.

The percentages of voting securities and other securities
specified in this Section 8.08 shall be calculated in accordance with the
following provisions:

(A) A specified percentage of the voting securities of the
Trustee, the Company or any other person referred to in this Section
8.08 (each of whom is referred to as a "person" in this paragraph)
means such amount of the outstanding voting securities

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of such person as entitles the holder or holders thereof to cast such
specified percentage of the aggregate votes which the holders of all
the outstanding voting securities of such person are entitled to cast
in the direction or management of the affairs of such person.

(B) A specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities of
the class outstanding.

(C) The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of indebtedness,
the number of shares if relating to capital shares, and the number of
units if relating to any other kind of security.

(D) The term "outstanding" means issued and not held by or for
the account of the issuer. The following Securities shall not be deemed
outstanding within the meaning of this definition:

(i) Securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;

(ii) Securities of an issuer held in a sinking fund
relating to another class of securities of the issuer, if the
obligation evidenced by such other class of securities is not
in default as to principal or interest or otherwise;

(iii) Securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to
principal or interest or otherwise; and

(iv) Securities held in escrow if placed in escrow by
the issuer thereof;

provided, however, that any voting securities of an issuer shall be
deemed outstanding if any person other than the issuer is entitled to
exercise the voting rights thereof.

(E) A security shall be deemed to be of the same class as
another security if both securities confer upon the holder or holders
thereof substantially the same rights and privileges; provided,
however, that, in the case of secured evidences of indebtedness, all of
which are issued under a single indenture, differences in the interest
rates or maturity dates of various series thereof shall not be deemed
sufficient to constitute such series different classes; and provided,
further, that, in the case of unsecured evidences of indebtedness,
differences in the interest rates or maturity dates thereof shall not
be deemed sufficient to constitute them securities of different
classes, whether or not they are issued under a single indenture.

SECTION 8.09. Eligibility of Trustee. The Trustee hereunder
shall at all times be a corporation organized and doing business under the laws
of the United States or any State or Territory thereof or of the District of
Columbia authorized under such laws to

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exercise corporate trust powers, having a combined capital and surplus of at
least five million dollars, subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.09, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.09, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.10.

SECTION 8.10. Resignation or Removal of Trustee. (a) The
Trustee may at any time resign by giving written notice of such resignation to
the Company and by mailing notice thereof to the holders of Debentures at their
addresses as they shall appear on the registry books of the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within sixty days
after the mailing of such notice of resignation to the Debentureholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six months may, subject to
the provisions of Section 7.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

(b)  In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the provisions of
subsection (a) of Section 8.08 after written request therefor by the
Company or by any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six months, or

(2) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.09 and shall fail to resign after
written request therefor by the Company or by any such Debentureholder,
or

(3) the Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,

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then, in any such case the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 7.09, any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of
the Debentures at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless within ten days after such nomination the Company objects
thereto, in which case the Trustee so removed or any Debentureholder, upon the
terms and conditions and otherwise as in subsection (a) of this Section 8.10
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee.

(d) Any resignation or removal of the Trustee and appointment
of a successor trustee to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

SECTION 8.11. Acceptance by Successor Trustee. Any successor
trustee appointed as provided in Section 8.10 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
8.06.

No successor trustee shall accept appointment as provided in
this Section 8.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

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Upon acceptance of appointment by a successor trustee as
provided in this Section 8.11, the Company shall mail notice of the succession
of such trustee hereunder to the holders of Debentures at their addresses as
they shall appear on the registry books of the Company. If the Company fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

SECTION 8.12. Succession by Merger, etc. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the trust business of the Trustee,
shall be the successor to the Trustee hereunder, provided such corporation shall
be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09 without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Debentures shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver
such Debentures so authenticated; and in case at that time any of the Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such Debentures either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debentures or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

SECTION 8.13. Limitation on Rights of Trustee as a Creditor.
(a) Subject to the provisions of subsection (b) of this Section 8.13, if the
Trustee shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within four months prior to a default, as defined in
subsection (c) of this Section 8.13, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee individually, the
holders of the Debentures and the holders of other indenture securities (as
defined in paragraph (2) of subsection (c) of this Section 8.13);

(1) an amount equal to any and all reductions in the amount
due and owing upon any claim as such creditor in respect of principal
or interest, effected after the beginning of such four-month period and
valid as against the Company and its other creditors, except any such
reduction resulting from the receipt or disposition of any

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property described in paragraph (2) of this subsection, or from the
exercise of any right of setoff which the Trustee could have exercised
if a petition in bankruptcy had been filed by or against the Company
upon the date of such default; and

(2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor, or in satisfaction
or composition thereof, or otherwise, after the beginning of such
four-month period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of
the Company and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of
the Trustee:

(A) to retain for its own account (i) payments made on account
of any such claim by any person (other than the Company) who is liable
thereon, and (ii) the proceeds of the bona fide sale of any such claim
by the Trustee to a third person, and (iii) distributions made in cash,
securities or other property in respect of claims filed against the
Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or
applicable State law;

(B) to realize, for its own account, upon any property held by
it as security for any such claim, if such property was so held prior
to the beginning of such four-month period;

(C) to realize, for its own account, but only to the extent of
the claim hereinafter mentioned, upon any property held by it as
security for any such claim, if such claim was created after the
beginning of such four-month period and such property was received as
security therefor simultaneously with the creation thereof, and if the
Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to believe
that a default, as defined in subsection (c) of this Section 8.13,
would occur within four months; or

(D) to receive payment on any claim referred to in paragraph
(B) or (C), against the release of any property held as security for
such claim as provided in such paragraph (B) or (C), as the case may
be, to the extent of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such four-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

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If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Debentureholders and the holders of other
indenture securities in such manner that the Trustee, the Debentureholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee, the Debentureholders, and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, whether such
distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership, or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee, the Debentureholders, and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee, the Debentureholders and the holders of other indenture securities
with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.

Any Trustee who has resigned or been removed after the
beginning of such four-month period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such four-month
period, it shall be subject to the provisions of this subsection (a) if and only
if the following conditions exist:

(i) the receipt of property or reduction of claim which
would have given rise to the obligation to account, if such Trustee had
continued as trustee, occurred after the beginning of such four-month
period; and

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(ii) such receipt of property or reduction of claim occurred
within four months after such resignation or removal.

(b) There shall be excluded from the operation of subsection
(a) of this Section 8.13 a creditor relationship arising from

(1) the ownership or acquisition of securities issued under
any indenture, or any security or securities having a maturity of one
year or more at the time of acquisition by the Trustee;

(2) advances authorized by a receivership or bankruptcy
court of competent jurisdiction, or by this Indenture, for the purposes
of preserving any property which shall at any time be subject to the
lien of this Indenture or of discharging tax liens or other prior liens
or encumbrances thereon, if notice of such advance and of the
circumstances surrounding the making thereof is given to the
Debentureholders at the time and in the manner provided in Section 6.04
with respect to reports pursuant to subsections (a) and (b) thereof,
respectively;

(3) disbursements made in the ordinary course of business in
the capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary, or other similar
capacity;

(4) an indebtedness created as a result of services rendered
or premises rented; or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c) of
this Section 8.13;

(5) the ownership of stock or of other securities of a
corporation organized under the provisions of section 25(a) of the
Federal Reserve Act, as amended, which is directly or indirectly a
creditor of the Company; or

(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c) of this Section 8.13.

(c)  As used in this Section 8.13:

(1) the term "default" shall mean any failure to make
payment in full of the principal of or interest upon any of the
Debentures or upon the other indenture securities when and as such
principal or interest becomes due and payable;

(2) the term "other indenture securities" shall mean
securities upon which the Company is an obligor (as defined in the
Trust Indenture Act of 1939) outstanding under any other indenture (A)
under which the Trustee is also trustee, (B) which

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contains provisions substantially similar to the provisions of
subsection (a) of this Section 8.13 and (C) under which a default
exists at the time of the apportionment of the funds and property held
in said special account;

(3) the term "cash transaction" shall mean any transaction
in which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in checks
or other orders drawn upon banks or bankers and payable upon demand;

(4) the term "self-liquidating paper" shall mean any draft,
bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the
purchase, processing, manufacture, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title
to, possession of, or lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security; provided that the
security is received by the Trustee simultaneously with the creation of
the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange,
acceptance or obligation; and

(5) the term "Company" shall mean any obligor upon the
Debentures.

ARTICLE NINE

CONCERNING THE DEBENTUREHOLDERS

SECTION 9.01. Action by Debentureholders. Whenever in this
Indenture it is provided that the holders of a specified percentage in aggregate
principal amount of the Debentures may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the
holders of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by
Debentureholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Debentures voting in favor thereof at any meeting
of Debentureholders duly called and held in accordance with the provisions of
Article Ten, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Debentureholders.

SECTION 9.02. Proof of Execution by Debentureholders. Subject
to the provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of
any instrument by a Debentureholder or his agent or proxy shall be sufficient if
made in accordance with such

5

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reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holder of Debentures shall
be proved by the registry of such Debentures or by a certificate of the
Debenture registrar.

The record of any Debentureholders' meeting shall be proved in
the manner provided in Section 10.06.

SECTION 9.03. Who Are Deemed Absolute Owners. The Company, the
Trustee, any paying agent, any conversion agent and any Debenture registrar may
deem the person in whose name such Debenture shall be registered upon the books
of the Company to be, and may treat him as, the absolute owner of such Debenture
(which or not such Debenture shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and premium, if any, and interest on such
Debenture, for conversion of such Debenture and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any conversion
agent nor any Debenture registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Debenture.

SECTION 9.04. Company-Owned Debentures Disregarded. In
determining whether the holders of the requisite aggregate principal amount of
Debentures have concurred in any direction, consent, waiver or other action
under this Indenture, Debentures which are owned by the Company or any other
obligor on the Debentures or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Debentures shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent, waiver or other action only Debentures which the
Trustee knows are so owned shall be so disregarded. Debentures so owned which
have been pledged in good faith may be regarded as outstanding for the purposes
of this Section 9.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Debentures and that the pledgee is not
the Company or a person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

SECTION 9.05. Revocation of Consents; Future Holders Bound. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 9.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder of a Debenture

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which is shown by the evidence to be included in the Debentures the holders of
which have consented to such action may, by filing written notice with the
Trustee at its principal office and upon proof of holding as provided in Section
9.02, revoke such action so far as concerns such Debenture. Except as aforesaid
any such action taken by the holder of any Debenture shall be conclusive and
binding upon such holder and upon all future holders and owners of such
Debenture and of any Debentures issued in exchange or substitution therefor,
irrespective of whether any notation in regard thereto is made upon such
Debenture or any Debenture issued in exchange or substitution therefor.

ARTICLE TEN

DEBENTUREHOLDERS' MEETINGS

SECTION 10.01. Purposes of Meetings. A meeting of
Debentureholders may be called at any time and from time to time pursuant to the
provisions of this Article Ten for any of the following purposes:

(1) to give any notice to the Company or to the Trustee or
to give any directions to the Trustee, or to consent to the waiving of
any default hereunder and its consequences, or to take any other action
authorized to be taken by Debentureholders pursuant to any of the
provisions of Article Seven;

(2) to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article Eight;

(3) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section
11.02; or

(4) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of
the Debentures under any other provision of this Indenture or under
applicable law.

SECTION 10.02. Call of Meetings by Trustee. The Trustee may at
any time call a meeting of Debentureholders to take any action specified in
Section 10.01, to be held at such time and at such place in New York, New York,
or in Baltimore, Maryland as the Trustee shall determine. Notice of every
meeting of the Debentureholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to holders of Debentures at their addresses as they shall appear
on the registry books of the Company. Such notice shall also be mailed to the
Company.

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Such notice shall be mailed not less than twenty nor more than ninety days prior
to the date fixed for the meeting.

Any meeting of Debentureholders shall be valid without notice
if the holders of all Debentures then outstanding are present in person or by
proxy or if notice is waived before or after the meeting by the holders of all
Debentures outstanding, and if the Company and the Trustee are either present by
duly authorized representatives or have, before or after the meeting, waived
notice.

SECTION 10.03. Call of Meetings by Company or
Debentureholders. In case at any time the Company, pursuant to a resolution of
its Board of Directors, or the holders of at least ten percent in aggregate
principal amount of the Debentures then outstanding, shall have requested the
Trustee to call a meeting of Debentureholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within twenty days
after receipt of such request, then the Company or such Debentureholders may
determine the time and place in New York, New York or in Baltimore, Maryland for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.

SECTION 10.04. Qualifications for Voting. To be entitled to
vote at any meeting of Debentureholders a person shall (a) be a holder of one or
more Debentures or (b) be a person appointed by an instrument in writing as
proxy by a holder of one or more Debentures. The only persons who shall be
entitled to be present or to speak at any meeting of Debentureholders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 10.05. Regulations. Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Debentureholders, in regard to proof
of the holding of Debentures and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Debentureholders as provided in Section 10.03, in which case
the Company or the Debentureholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.

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Subject to the provisions of Section 9.04, at any meeting each
Debentureholder or proxy shall be entitled to one vote for each $1,000 principal
amount of Debentures held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Debenture challenged
as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Debentureholders. Any
meeting of Debentureholders duly called pursuant to the provisions of Section
10.02 or 10.03 may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

SECTION 10.06. Voting. The vote upon any resolution submitted
to any meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the principal amount of the Debentures held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes case at the meeting. A
record in duplicate of the proceedings of each meeting of Debentureholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons have knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 10.02. The record shall show the principal
amount of the Debentures voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 10.07. No Delay of Rights by Meeting. Nothing in this
Article Ten contained shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Debentureholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right of rights conferred upon or reserved to the Trustee or to
the Debentureholders under any of the provisions of this Indenture or of the
Debentures.

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ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

SECTION 11.01. Supplemental Indentures without Consent of
Debentureholders. The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

(a) to make provisions with respect to the conversion rights
of the holders of Debentures pursuant to the requirements of Section
15.06;

(b) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Debentures, any property or assets;

(c) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company
pursuant to Article Twelve hereof;

(d) to add to the covenants of the Company such further
covenants, restrictions or conditions as the Board of Directors and the
Trustee shall consider to be for the benefit of the holders of
Debentures, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants,
restrictions or conditions a default or an Event of Default permitting
the enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in respect of
any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to
the Trustee upon such default;

(e) to provide for the issuance under this Indenture of
Debentures in bearer form with coupon (including Debentures registrable
as to principal only) and to provide for exchangeability of such
Debentures with the Debentures issued hereunder in fully registered
form and to make all appropriate changes for such purpose; or

(f) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture

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which shall not materially adversely affect the interests of the
holders of the Debentures.

The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of
this Section 11.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Debentures at the time outstanding,
notwithstanding any of the provisions of Section 11.02.

SECTION 11.02. Supplemental Indentures with Consent of
Debentureholders. With the consent (evidenced as provided in Article Nine) of
the holders of not less than a majority in aggregate principal amount of the
Debentures at the time outstanding, the Company, when authorized by the
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debenture, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof or premium, if any, thereon, or
impair the right of any Debentureholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Debentures, or
impair the right to convert the Debentures into Common Stock subject to the
terms set forth herein, including Section 15.06, without the consent of the
holder of each Debenture so affected, or (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Debentures
then outstanding.

Upon the request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Debentureholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case

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the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.

It shall not be necessary for the consent of the
Debentureholders under this Section 11.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

SECTION 11.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Eleven shall comply with the Trust Indenture Act of
1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitation of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Debentures shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

SECTION 11.04. Notation on Debentures. Debentures
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Debentures so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debentures then
outstanding, upon surrender of such Debentures then outstanding.

SECTION 11.05. Evidence of Compliance of Supplemental
Indenture To Be Furnished Trustee. The Trustee, subject to the provisions of
Section 8.01 and 8.02, may receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article Eleven.

ARTICLE TWELVE

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 12.01. Company May Consolidate, etc., on Certain
Terms. Subject to the provisions of Section 12.02, nothing contained in this
Indenture or in any of the

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Debentures shall prevent any consolidation or merger of the Company with or into
any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance or lease (or successive sales, conveyances or leases) of all or
substantially all of the property of the Company as an entirety, to any other
corporation (whether or not affiliated with the Company) authorized to acquire
and operate the same and which shall be organized under the laws of a State of
the United States or the District of Columbia; provided, however, and the
Company hereby covenants and agrees, that upon any such consolidation, merger,
sale, conveyance or lease, the due and punctual payment of the principal of an
premium, if any, and interest on all of the Debentures, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation (if other than
the Company) formed by such consolidation, or into which the Company shall have
been merged, or by the corporation which shall have acquired or leased such
property.

In the event of any such sale or conveyance, but not any such
lease, the Company or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Debentures and may be
liquidated and dissolved.

SECTION 12.02. Successor Corporation to Be Substituted. In
case of any such consolidation, merger, sale, conveyance or lease and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of Preston Corporation any or all of the Debentures
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the trustee; and upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Debentures which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Debentures
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Debentures so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debentures had been issued at the date of the
execution

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hereof. In the event of any such consolidation, merger, sale, conveyance or
lease, the person named as the "Company" in the first paragraph of this
Indenture or any successor which shall thereafter have become such in the manner
prescribed in this Article Twelve may be dissolved, wound up and liquidated at
any time thereafter and such person shall be released from its liabilities as
obligor and maker of the Debentures and from its obligations under this
Indenture.

In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form (but not in substance) may be made
in the Debentures there-after to be issued as may be appropriate.

SECTION 12.03. Opinion of Counsel To Be Given Trustee. The
Trustee, subject to Sections 8.01 and 8.02, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies with the
provisions of this Article Twelve.

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 13.01. Discharge of Indenture. When (a) the Company
shall deliver to the Trustee for cancellation all Debentures theretofore
authenticated (other than any Debentures which shall have been destroyed, lost
or stolen and in lieu of or in substitution for which other Debentures shall
have been authenticated and delivered) and not theretofore cancelled, or (b) all
the Debentures not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption all of the Debentures (other
than any Debentures which shall have been mutilated, destroyed, lost or stolen
and in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered) not theretofore cancelled or delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due to such date of maturity or redemption date, as the case
may be, and if in either case the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) remaining rights of registration of
transfer, substitution and exchange and conversion of Debentures, (ii) rights
hereunder of Debentureholders to receive payments of principal of, and premium,
if any, and interest on, the Debentures and the other rights, duties and
obligations of Debentureholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and

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(iii) the rights, obligations and immunities of the Trustee hereunder), and the
Trustee, on demand of the Company accompanied by an Officers' Certificate and an
Opinion of Counsel as required by Section 16.05 and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Debentures.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.06 shall survive.

SECTION 13.02. Deposited Monies To Be Held in Trust by
Trustee. Subject to Article 4 and Section 13.04, all monies deposited with the
Trustee pursuant to Section 13.01 shall be held in trust and applied by it to
the payment, notwithstanding the provisions of Article Four, either directly or
through any paying agent (including the Company if acting as its own paying
agent) to the holders of the particular Debentures for the payment or redemption
of which such monies have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest and premium, if any. The
obligations of the Company under Section 8.06 shall survive the satisfaction and
discharge of the Indenture.

SECTION 13.03. Paying Agent To Repay Monies Held. Upon the
satisfaction and discharge oft this Indenture, all monies then held by any
paying agent of the Debentures (other than the Trustee) shall, upon demand of
the Company, be repaid to it or paid to the Trustee, and thereupon such paying
agent shall be released from all further liability with respect to such monies.

SECTION 13.04. Return of Unclaimed Monies. Any monies
deposited with or paid to the Trustee for payment of the principal of, premium,
if any, or interest on Debentures and not applied but remaining unclaimed by the
holders of Debentures for two years after the date upon which the principal of,
premium, if any, or interest on such Debentures, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee on demand
and all liability of the Trustee shall thereupon cease with respect to such
monies; provided however that the Trustee before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper of general circulation in each place of payment, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money than remaining will be repaid to the Company. After such
repayment to the Company, the holder of any of the Debentures shall thereafter
look only to the Company for any payment which such holder may be entitled to
collect.

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ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 14.01. Indenture and Debentures Solely Corporate
Obligations. No recourse for the payment of the principal of or premium, if any,
or interest on any Debenture, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture, or
in any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company of any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Debentures.

ARTICLE FIFTEEN

CONVERSION OF DEBENTURES

SECTION 15.01. Right to Convert. Subject to and upon
compliance with the provisions of this Article, the holder of any Debenture
shall have the right, at his option, at any time prior to the close of business
on May 1, 2011 (except that, with respect to any Debenture or portion of a
Debenture which shall be called for redemption, such right shall terminate,
except as provided in the third paragraph of Section 15.02, at the close of
business on the date fixed for redemption of such Debenture or portion of a
Debenture unless the Company shall default in payment due upon redemption
thereof) to convert the principal amount of any such Debenture, or any portion
of such principal which is $1,000 or an integral multiple thereof, into that
number of fully paid and non-assessable shares of Common Stock (as such shares
shall then be constituted) obtained by dividing the principal amount of the
Debenture or portion thereof surrendered for conversion by the conversion price,
by surrender of the Debenture so to be converted in whole or in part in the
manner provided in Section 15.02.

SECTION 15.02. Exercise of Conversion Privilege; Issuance of
Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to
exercise the conversion privilege, the holder of any Debenture to be converted
in whole or in part shall

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surrender such Debenture at an office or agency maintained by the Company
pursuant to Section 5.02, accompanied by the funds, if any, required by the last
paragraph of this Section or any other Provision of this Indenture, and shall
give written notice of conversion in the form provided on the Debentures (or
such other notice which is acceptable to the Company) to the Company at such
office or agency that the holder elects to convert such Debenture or the portion
thereof specified in said notice. Such notice shall also state the name or names
(with address and taxpayer identification number) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer taxes, if
required pursuant to Section 15.07. Each Debenture surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Debenture, be duly endorsed by, or be
accompanied by instruments of transfer in form satisfactory to the Company and
the trustee duly executed by, the holder or his duly authorized attorney.

As promptly as practicable after the surrender of such
Debenture and the receipt of such notice and funds, if any, as aforesaid, the
Company shall issue and shall deliver at such office or agency to such holder,
or on his written order, a certificate or certificates for the number of full
shares issuable upon the conversion of such Debenture or portion thereof in
accordance with the provisions of this Article and a check or cash in respect of
any fractional interest in respect of a share of Common Stock arising upon such
conversion, as provided in Section 15.03. In case any Debenture of a
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Section 2.03, the Company shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the holder of the
Debenture so surrendered, without charge to him, a new Debenture or Debentures
in authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Debenture.

Each conversion shall be deemed to have been effected on the
date on which such Debenture shall have been surrendered (accompanied by the
funds, if any, required by the last Paragraph of this Section or any other
provision of this Indenture) and such notice shall have been duly completed by
the holder and received by the Company at its office or agency maintained
pursuant to Section 5.02, as aforesaid, and the person in whose name any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become on said date the holder of record
of the shares represented thereby; provided, however, that any such surrender on
any date when the stock transfer books of the Company shall be closed shall
constitute the person or persons in whose name the certificates are to be issued
as the record holder thereof for all purposes an the next succeeding day on
which such stock transfer books are open, but such conversion shall be at the
conversion price in effect on the date upon which such Debenture shall have been
surrendered as aforesaid.

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Any Debenture or portion thereof surrendered for conversion
during the period from the close of business on the record date for any interest
payment date to the opening of business on such interest payment date shall
(unless such Debenture or portion thereof being converted shall have been called
for redemption on a date in such period) be accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest otherwise payable
on such interest payment date on the principal amount being converted; provided,
however, that no such payment need be made if there shall exist at the time of
conversion a default in the payment of interest on the Debentures. An amount
equal to such payment shall be paid by the Company on such interest payment date
to the holder of such Debenture at the close of business on such record date;
provided, however, that if the Company shall default in the payment of interest
on such interest payment date, such amount shall be paid to the person who made
such required payment. Except as provided above in this Section, no adjustment
shall be made for interest accrued on any Debenture converted or for dividends
on any shares issued upon the conversion of such Debenture as provided in this
Article.

SECTION 15.03. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon conversion of Debentures. If more than one Debenture shall be
surrendered for conversion at one time by the same holder, the number of: full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Debentures (or specified portions thereof
to the extent permitted hereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Debenture or Debentures, the
Company shall make an adjustment therefor in cash at the current market value
thereof. The market value of a share of Common Stock shall be the last reported
sales price on the first day (which is not a Legal Holiday as defined in Section
16.06) immediately preceding the day on which the Debentures (or specified
portions thereof) are deemed to have been converted and such last reported sales
price shall be determined as provided in subsection (d) of Section 15.05. When
any payment is required, the Company shall give the Trustee and any conversion
agent a written notification of the last reported sales price used to determine
the amount of such payment and the Trustee and any conversion agent shall be
entitled to rely on such notification.

SECTION 15.04. Conversion Price. The conversion price shall be
as specified in the form of Debenture hereinabove set forth, subject to
adjustment as provided in this Article.

SECTION 15.05. Adjustment of Conversion Price. The conversion
price shall be adjusted from time to time as follows:

(a) In case the Company shall (i) pay a dividend or make a
distribution in shares of its Common Stock, (ii) subdivide its
outstanding Common Stock into a

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greater number of shares, or (iii) combine its outstanding Common Stock
into a smaller number of shares, the conversion price in effect
immediately prior thereto shall be adjusted so that the holder of any
Debenture thereafter surrendered for conversion shall be entitled to
receive the number of shares of Common Stock of the Company which he
would have owned or have been entitled to receive after the happening
of any of the events described above had such Debenture been converted
immediately prior to the happening of such event. An adjustment made
pursuant to this subsection (a) shall become effective immediately
after the record date in the case of a dividend and shall become
effective immediately after the effective date in the case of
subdivision or combination.

(b) In case the Company shall issue rights or warrants to all
holders of its Common Stock entitling them (for a period expiring
within 45 days after the record date mentioned below) to subscribe for
or purchase Common Stock at a price per share less than the current
market price per share of Common Stock (as defined in subsection (d)
below) at the record date for the determination of stockholders
entitled to receive such rights or warrants, the conversion price in
effect immediately prior thereto shall be adjusted so that the same
shall equal the price determined by multiplying the conversion price in
effect immediately prior to the date of issuance of such rights or
warrants by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of shares which the aggregate
offering price of the total number of shares so offered would purchase
at such current market price, and of which the denominator shall be the
number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common
Stock offered for subscription or purchase. Such adjustment shall be
made successively whenever any such rights or warrants are issued, and
shall become effective immediately after such record date. In
determining whether any rights or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than such
current market price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received by the Company for such rights or warrants, the
value of such consideration, if other than cash, to be determined by
the Board of Directors.

(c) In case the Company shall distribute to all holders of its
Common Stock any shares of capital stock of the Company (other than
Common Stock) or evidences of its indebtedness or assets (excluding
cash-dividends or distributions paid from retained earnings of the
Company) of rights or warrants to subscribe for or purchase any of its
securities (excluding those referred to in subsection (b) above), then
in each such case the conversion price shall be adjusted so that the
same shall equal the price determined by multiplying the conversion
price in effect immediately prior to the date of

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such distribution by a fraction of which the numerator shall be the
current market price per share (as defined in subsection (d) below) of
the Common Stock on the record date mentioned below less the then fair
market value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive, and-described in a certificate
filed with the Trustee) of the portion of the capital stock or assets
or evidences of indebtedness so distributed or of such rights or
warrants applicable to one share of Common Stock, and the denominator
shall be the current market price per share (as defined in subsection
(d) below) of the Common Stock. Such adjustment shall become effective
immediately after the record date for the determination of shareholders
entitled to receive such distribution.

(d) For the purpose of any computation under subsections (b)
and (c) above, the current market price per share of Common Stock at
any date shall be deemed to be the average of the last reported sales
prices for the twenty consecutive days (which are Trading Days as
defined below) next preceding the day in question. The last reported
sales price for each day shall be (i) the last reported sales price of
Common Stock on the National Market of the National Association of
Securities Dealers, Inc., Automated Quotation System, or any similar
system of automated dissemination of quotations of securities prices
then in common use, if so quoted, or (ii) if not quoted as described in
clause (i), the mean between the high bid and low asked quotations for
Common Stock as reported by the National Quotation Bureau Incorporated
if at least two securities dealers have inserted both bid and asked
quotations for such class of stock on at least 5 of the 10 preceding
days, or (iii) if the Common Stock is listed or admitted or trading on
any national securities exchange, the last sale price, or the closing
bid price if no sale occurred, of such class of stock on the principal
securities exchange on which such class of stock is listed. If the
Common Stock is quoted on a national securities or central market
system, in lieu of a market or quotation system described above, the
last reported sales price shall be determined in the manner set forth
in clause (ii) of the preceding sentence if bid and asked quotations
are reported but actual transactions are not, and in the manner set
forth clause (iii) of the preceding sentence if actual transactions are
reported. If none of the conditions set forth above is met, the last
reported sales price of Common Stock on any day or the average of such
last reported sales prices for any period shall be the fair market
value of such class of stock as determined by a member firm of the New
York Stock Exchange, Inc. selected by the Company. As used herein the
term "Trading Days" with respect to Common Stock means (i) if the
Common Stock is quoted on the National Market of the National
Association of Securities Dealers, Inc. Automated Quotation System or
any similar system of automated dissemination of quotations of
securities prices, days on which trades may be made on such system or
(ii) if the Common Stock is listed or admitted for trading on any
national securities exchange, days on which such national securities
exchange is open for business.

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(e) No adjustment in the conversion price shall be required
unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any adjustments which
by reason of this subsection (e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations under this Article Fifteen shall be made to the
nearest cent or to the nearest one hundredth of a share, as the case
may be. Anything in this Section 15.05 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the conversion
price, in addition to those required by this Section 15.05, as it in
its discretion shall determine to be advisable in order that any stock
dividends, subdivision of shares, distribution of rights to purchase
stock or securities, or a distribution of securities convertible into
or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

(f) Whenever the conversion price is adjusted, as herein
provided, the Company shall promptly file with the Trustee and any
conversion agent other than the Trustee an Officers' Certificate.
setting forth the conversion price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.
Promptly after delivering of such certificate, the Company shall
prepare a notice of such adjustment of the conversion price setting
forth the adjusted conversion price and the date on which such
adjustment becomes effective and shall mail such notice of such
adjustment of the conversion price to the holder of each Debenture at
his last address appearing on the Debenture register provided !or in
Section 2.05 of this Indenture.

(g) In any case in which this Section 15.05 provides that an
adjustment shall become effective immediately after a record date for
an event, the Company may defer until the occurrence of such event (i)
issuing to the holder of an Debenture converted after such record date
and before the occurrence of such event the additional shares of Common
Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (ii) paying
to such holder any amount in cash in lieu of any fraction pursuant to
Section 15.03.

SECTION 15.06. Effect of Reclassification, Consolidation,
Merger, Share Exchange or Sale. If any of the following events occur, namely (i)
any reclassification or change of outstanding shares of Common Stock issuable
upon conversion of the Debentures (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), (ii) any consolidation or merger of the Company
with another corporation shall be effected as a result of which holders of
Common Stock issuable upon conversion of the Debentures shall be entitled to
receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock or (iii) any sale or conveyance
of the properties and assets of the Company as,

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or substantially as, an entirety to any other corporation, then the Company or
such successor or purchasing corporation, as the case may be, shall execute with
the Trustee a supplemental indenture (which shall conform to the Trust Indenture
Act of 1939 as in force at the date of execution of such supplemental indenture)
providing that each Debenture shall be convertible into the kind and amount of
shares of stock and other securities or property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Debentures immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance. Such supplemental indenture
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The Company shall
cause notice of the execution of such supplemental indenture to be mailed to
each holder of Debentures, at his address appearing on the Debenture register
provided for in Section 2.05 of this Indenture.

The above provisions of this Section shall similarly apply to
successive reclassifications, consolidations, mergers and sales.

SECTION 15.07. Taxes on Shares Issued. The issue of stock
certificates on conversions of Debentures shall be made without charge to the
converting Debentureholder for any tax in respect of the issue thereof. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of stock in any name
other than that of the holder of any Debenture converted, and the Company shall
not be required to issue, deliver or cause to be delivered any such stock
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.

SECTION 15.08. Reservation of Shares; Shares To Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares, or out of shares held in its treasury, sufficient shares to provide for
the conversion of the Debentures from time to time as such Debentures are
presented for conversion.

Before taking any action which would cause an adjustment
reducing the conversion price below the then par value, if any, of the shares of
Common Stock issuable upon conversion of the Debentures, the Company will take
all corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue shares of such Common Stock
at such adjusted conversion price.

The Company covenants that all shares of Common Stock which
may be issued upon conversion of Debentures will upon issue be fully paid and
nonassessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

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The Company covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Debentures hereunder require
registration with or approval of any governmental authority under any Federal or
state law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be.

The Company further covenants that if at any time the Common
Stock shall be listed on the New York Stock Exchange or any other national
securities exchange the Company will, if permitted by the rules of such
exchange, list and keep listed so long as the Common Stock shall be so listed on
such exchange, all Common Stock issuable upon conversion of the Debentures.

SECTION 15.09. Responsibility of Trustee. Neither the Trustee
nor any conversion agent shall at any time be under any duty or responsibility
to any holder of Debentures to determine whether any facts exist which may
require any adjustment of the conversion price, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making
the same. Neither the Trustee nor any conversion agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Debenture; and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Neither the
Trustee nor any conversion agent shall be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities or property or cash upon the surrender of any
Debenture for the purpose of conversion or to comply with any of the covenants
of the Company contained in this Article.

SECTION 15.10. Notice to Holders Prior to Certain Actions. In
case:

(a) the Company shall declare a dividend (or any other
distribution) on its Common Stock (other than in cash out or retained
earnings); or

(b) the Company shall authorize the granting to the holders of
its Common Stock of rights or warrants to subscribe for or purchase any
share of any class or any other rights or warrants; or

(c) of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or
from no par value to par value) or, of any consolidation, merger or
statutory share exchange to which the Company is a party and for which
approval of any shareholders of the Company is required, or of the sale
or transfer of all or substantially all of the assets of the Company as
an entirety; or

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(d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be
mailed to each holder of Debentures at his address appearing on the Debenture
register, provided for in Section 2.05 of this Indenture, as promptly as
possible but in any event at least fifteen days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock or record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

SECTION 16.01. Provisions Binding on Company's Successors. All
the covenants, stipulations, promises and agreements in this Indenture contained
by the Company shall bind its successors and assigns whether so expressed or
not.

SECTION 16.02. Official Acts by Successor Corporation. Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or office of the Company shall and may
be done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

SECTION 16.03. Addresses for Notices, etc. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee by the holders of Debentures on the Company may
be given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee) to Preston Corporation, 151 Easton Boulevard,
Preston, Maryland 21655, Attention: Vice President-Finance. Any notice,
direction, request or demand to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
principal corporate trust office of

-80-

the Trustee, Manufacturers Hanover Trust Company, 600 Fifth Avenue, New York,
N.Y. 10020.

SECTION 16.04. Governing Law. This Indenture and each
Debenture shall be deemed to be a contract made under the laws of New York, and
for all purposes shall be construed in accordance with the laws of New York.

SECTION 16.05. Evidence of Compliance with Conditions
Precedent; Certificates to Trustee. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any Officer's Certificate may be based, insofar as it relates
to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless an officer signing it knows or in the exercise of reasonable
prudence should know that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the

-81-

possession of the Company, unless such counsel knows or in the exercise of
reasonable prudence should know that the certificate or opinion or
representations with respect to such matters are erroneous.

Any Officer's Certificate or any Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate,
statement or opinion of an accountant or firm of accountants, unless such
officer or counsel, as the case may be, knows or in the exercise of reasonable
prudence should know that the certificate, statement or opinion with respect to
the accounting matters upon which his certificate or opinion is based is
erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 16.06. Legal Holidays. In any case where the date of
maturity of interest on or principal of the Debentures or the date fixed for
redemption of any Debenture will be a Saturday, a Sunday or a day on which
banking institutions and trust companies in New York, New York, or Baltimore,
Maryland, are authorized by law or executive order to close or a legal holiday
("Legal Holidays"), then payment of such interest on or principal of the
Debentures need not be made on such date but may be made on the next succeeding
day not a Legal Holiday with the same force and effect as if made on the date of
maturity or the date fixed for redemption and no interest shall accrue for the
period from and after such date.

SECTION 16.07. Trust Indenture Act to Control. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included in
this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture
Act of 1939, such required provision shall control.

SECTION 16.08. No Security Interest Created. Nothing in this
Indenture or in the Debentures, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction
where property of the Company or its Subsidiaries is located.

SECTION 16.09. Benefits of Indenture. Nothing in this
Indenture or in the Debentures, express or implied, shall give to any person,
other than the parties hereto, any paying agent, any conversion agent, any
Debenture registrar and their successors hereunder, the holders of Debentures
and the holders of Senior Indebtedness, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 16.10. Table of Contents, Headings, etc. The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for

-82-

convenience or reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.

SECTION 16.11. Execution in Counterparts. This Indenture may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.

SECTION 16.12. Separability Clause. In case any provisions in
this Indenture or in the Debentures shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

MANUFACTURERS HANOVER TRUST COMPANY, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

-83-

IN WITNESS WHEREOF, Preston Corporation has caused this
Indenture to be signed and acknowledged by the Chairman of its Board of
Directors or by its President or one of its Senior Vice Presidents or Vice
Presidents. and the same to be attested by its Secretary or by an Assistant
Secretary and Manufacturers Hanover Trust Company has caused this Indenture to
be signed and acknowledged by one of its Vice Presidents, and has caused its
corporate seal to be affixed hereunto and the same to be attested by one of its
Vice Presidents or Trust Officers, as of the day and year first written above.

PRESTON CORPORATION

By: 
---------------------------------
Vice President

Attest:

--------------------------------
Secretary

[Seal]

MANUFACTURERS HANOVER TRUST
COMPANY, as Trustee

By: 
---------------------------------
Vice President

Attest:

--------------------------------
Trust Officer

[Seal]

-84-

STATE OF            )
)   ss.:
COUNTY OF           )

On the ____ day of April, 1986, before me personally came J.
Sean Callahan, to me known, who, being by me duly sworn did depose and say that
he resides on Evergreen Road, Oxford, Maryland; that he is Vice President of
Preston Corporation, a corporation described in and which executed the above
instrument; and that the same is his free act and deed individually and as such
officer and the free act and deed of such corporation; and that he signed his
name thereto by the authority of the Board of Directors of said corporation

--------------------------------
Notary Public

My Commission Expires

[NOTARIAL SEAL]

STATE OF NEW YORK   )
)   ss.:
COUNTY OF NEW YORK  )

On the 2nd of May, 1986, before me personally came John T.
Generale, to me known, who, being by me duly sworn did depose and say that he
resides at 915 82nd Street, Brooklyn, New York; that he is a Vice President of
Manufacturers Hanover Trust Company, an association described in and which
executed the above instrument; that he knows the seal of said association; that
the seal affixed to the said instrument is the seal of said association; that it
was so affixed by authority of the Board of Directors of said association; and
that he signed his name thereto by like authority.

--------------------------------
Notary Public

My Commission Expires

[NOTARIAL SEAL]

-85-

STATE OF MARYLAND   )
)   ss.:
COUNTY OF CAROLINE  )

On the 30th day of April, 1986, before me personally came J.
Sean Callahan, to me known, who, being by me duly sworn did depose and say that
he resides on Evergreen Road, Oxford Maryland; that he is Vice President of
Preston Corporation, a corporation described in and which executed the above
instrument; and that the same is his free act and deed individually and as such
officer and the free act and deed of such corporation; and that he signed his
name thereto by the authority of the Board of Directors of said corporation.

--------------------------------
Notary Public

My Commission Expires

[NOTARIAL SEAL]

STATE OF            )
)   ss.:
COUNTY OF           )

On the ____ of April, 1986, before me personally came John T.
Generale, to be known, who, being by me duly sworn did depose and say that he
resides at 915 82nd Street, Brooklyn, New York; that he is a Vice President of
Manufacturers Hanover Trust Company, an association described in and which
executed the above instrument; that he knows the seal of said association; that
the seal affixed to the said instrument is the seal of said association; that it
was so affixed by authority of the Board of Directors of said association; and
that he signed his name thereto by like authority.

--------------------------------
Notary Public

My Commission Expires

[NOTARIAL SEAL]

EXHIBIT 21

LIST OF SUBSIDIARIES

SCS Transportation, Inc.

Saia Motor Freight Line, Inc.

Jevic Transportation, Inc.

Creek Road Properties, Inc.

Creek Road Equities, Inc.

EXHIBIT 99.1

[Yellow Corporation Letterhead]

August __, 2002

Dear Fellow Shareholder;

I am pleased to inform you that the Board of Directors of Yellow
Corporation has approved a pro rata distribution to Yellow shareholders of 100%
of the outstanding shares of common stock of SCS Transportation, Inc., or SCST,
which is currently a wholly owned subsidiary of Yellow. SCST will own and
operate the regional overnight and second-day less-than-truckload and selected
truckload transportation services businesses of Yellow through Saia Motor
Freight Line, Inc. and Jevic Transportation, Inc. Following the distribution,
you will continue to own your shares of Yellow as well as the new shares of
SCST.

The distribution, commonly referred to as a "spin-off," is expected to
take place on or about September 30, 2002. The spin-off is intended to be
tax-free to Yellow shareholders, except for cash received in lieu of any
fractional share interests. Each Yellow shareholder as of the close of business
on September 3, 2002, the record date for the distribution, will receive one
SCST share for every two Yellow shares held on that date. SCST common shares are
expected to be admitted for trading on The Nasdaq National Market under the
symbol "SCST" following completion of the distribution. Immediately after the
spin-off is completed, Yellow will not own any shares of SCST common stock, and
SCST will be an independent public company.

We believe that the distribution is in the best interests of Yellow
shareholders. The spin-off is intended to separate the regional businesses from
Yellow's other businesses so that each can implement strategies and pursue
objectives appropriate to its specific needs and enhance each company's growth
opportunities.

The enclosed information statement describes the distribution and
provides important financial and other information about SCST. Please carefully
read the enclosed information statement, including the risk factors beginning on
page 19.

You do not have to vote, or take any other action, in order to receive
your SCST shares. You will not be required to pay anything or to surrender your
Yellow shares. Account statements reflecting your ownership of SCST shares will
be mailed to record holders of Yellow stock shortly after September 30, 2002. If
you are not a record holder of Yellow stock, your SCST shares should be credited
to your account with your stockbroker or nominee on or about September 30, 2002.
Following the distribution, you may also request physical stock certificates if
you wish. Information for making that request will be furnished with your
account statement.

Sincerely,

William D. Zollars

Chairman, President and Chief Executive Officer

[SCS Transportation, Inc. Letterhead]

August __, 2002

Dear Shareholder;

It is my pleasure to welcome you as a shareholder of SCS
Transportation, Inc., which will be spun off from Yellow Corporation and be
publicly traded for the first time on or about October 1, 2002. We anticipate
that the stock will be admitted for trading on The Nasdaq National Market under
the symbol "SCST."

We are committed to serving your interests as a shareholder of SCS
Transportation. As you will read in this Information Statement, we will soon
begin as a new public company in 2002, but our businesses have a long history of
excellence in offering less-than-truckload and selected truckload services, with
a focus on regional transportation solutions. We plan to create sustained growth
in value by establishing SCST as an independent public company, implementing
profit improvement actions and growing through expansion of our geographic
presence and our service offerings.

Our experienced management team is eager to distinguish SCST as a
transportation leader through innovative, "best in class" supply chain solutions
that deliver value to our customers. We are pleased that you, as a shareholder
of SCST, will participate in our mission and share in this exciting business
opportunity. I invite you to learn more about SCST and our strategy as an
independent public company in the attached Information Statement.

Sincerely,

Herbert A. Trucksess III
Chairman, President and Chief Executive Officer

================================================================================
Information contained herein is subject to completion or amendment. A
registration statement on Form 10 relating to these securities has been filed
with the Securities and Exchange Commission.
================================================================================

PRELIMINARY AND SUBJECT TO COMPLETION, DATED AUGUST 23, 2002

INFORMATION STATEMENT

[SCS TRANSPORTATION, INC. LOGO]

SCS TRANSPORTATION, INC.

DISTRIBUTION OF APPROXIMATELY 14,575,878 SHARES OF COMMON STOCK

We are furnishing this information statement to the shareholders of
Yellow Corporation in connection with Yellow's distribution of all the
outstanding shares of common stock of SCS Transportation, Inc. to the holders of
Yellow's common stock. As of the date of this information statement, Yellow
Corporation owns all of our outstanding common stock.

We expect the distribution to occur on or about September 30, 2002. If
you are a holder of record of Yellow common stock at the close of business on
September 3, 2002, which will be the record date for the distribution, you will
be entitled to receive one share of our common stock for every two shares of
Yellow common stock that you hold on the record date.

NO SHAREHOLDER APPROVAL OF THE DISTRIBUTION IS REQUIRED OR SOUGHT. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. You
will not be required to pay for the shares of our common stock received by you
in the distribution, or to surrender or to exchange shares of Yellow common
stock in order to receive our common stock or to take any other action in
connection with the distribution. The distribution is intended to be tax-free to
you, except for any cash received in lieu of fractional shares, and Yellow has
received a ruling from the Internal Revenue Service to that effect, subject to
the accuracy of certain representations and assumptions contained in the private
letter ruling.

No current public trading market exists for our common stock, although
it is expected that a "when issued" trading market may develop on or shortly
before the record date for the distribution. We have applied for our common
stock to be traded on The Nasdaq National Market under the symbol "SCST".

OWNING SHARES OF SCST WILL INVOLVE RISKS. IN REVIEWING THIS INFORMATION
STATEMENT, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION
"RISK FACTORS" BEGINNING ON PAGE 19.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

If you have inquiries related to the distribution, you should contact
Yellow's transfer agent, Mellon Bank N.A. at 85 Challenger Road, Ridgefield, NJ
07660, telephone (888) 213-0965.

The date of this information statement is , 2002.

TABLE OF CONTENTS

PAGE

SUMMARY........................................................................3

The Company...............................................................3

Overview of the Distribution..............................................2

Questions and Answers About the Distribution..............................4

Summary Historical Financial Data.........................................7

Summary of the Distribution...............................................9

RISK FACTORS..................................................................14

Risks Related to Our Separation from Yellow..............................14

Risks Related to Our Business............................................16

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................21

DIVIDEND POLICY...............................................................22

THE DISTRIBUTION..............................................................23

Background and Reasons for the Distribution..............................23

Conditions Precedent to the Distribution.................................24

Distribution Agent.......................................................24

Manner of Effecting the Distribution.....................................24

Treatment of Options and Restricted Stock................................26

Results of the Distribution..............................................26

Incurrence of Debt.......................................................26

Certain Federal Income Tax Consequences of the Distribution..............27

Approval and Trading of the Shares of SCST Common Stock..................29

Reasons for Furnishing this Information Statement........................30

ARRANGEMENTS BETWEEN YELLOW AND SCST RELATING TO THE DISTRIBUTION.............31

Master Separation and Distribution Agreement.............................31

Tax Indemnification and Allocation Agreement.............................33

Yellow Stock Option Plans................................................34

Unfunded Deferred Compensation...........................................34

-i-

Annual Bonuses...........................................................34

SELECTED HISTORICAL FINANCIAL DATA............................................35

PRO FORMA FINANCIAL DATA......................................................35

CAPITALIZATION................................................................42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.......................................................44

BUSINESS......................................................................54

Overview.................................................................54

Operating Subsidiaries...................................................54

Industry.................................................................55

Business Strategy........................................................57

Labor....................................................................58

Properties...............................................................58

Competition..............................................................60

Regulation...............................................................60

Legal Proceedings........................................................61

Seasonality..............................................................61

MANAGEMENT....................................................................62

Directors and Executive Officers.........................................62

Committees of the Board of Directors.....................................63

Compensation Committee...................................................63

Audit Committee..........................................................64

Compensation of Directors and Non-Employee Director Plan.................64

Compensation of Executive Officers.......................................64

Options and Stock Appreciation Rights....................................65

Retirement Plans.........................................................66

Stock Option Plans.......................................................67

Employment and Severance Agreements......................................67

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................69

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................70

DESCRIPTION OF CAPITAL STOCK OF SCST..........................................72

Authorized Capital Stock.................................................72

Common Stock and Preferred Stock.........................................72

Preemptive Rights........................................................73

PURPOSES AND EFFECTS OF CERTAIN CHARTER AND BY-LAW PROVISIONS AND
CERTAIN ANTI-TAKEOVER EFFECTS..............................................74

Certain Effects of Authorized but Unissued Stock.........................74

Board of Directors.......................................................74

No Shareholder Action by Written Consent; Special Meetings...............74

Advance Notice Procedures................................................75

Amendments...............................................................76

Rights Agreement.........................................................76

Delaware Business Combination Statute....................................79

LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.......................81

INDEPENDENT ACCOUNTANTS.......................................................82

ADDITIONAL INFORMATION........................................................83

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS...................................F-1

SUMMARY

The following is a summary of certain information contained elsewhere
in this information statement concerning the distribution of the common stock of
SCS Transportation, Inc. to Yellow Corporation shareholders. This summary is
included for convenience only and should not be considered complete. This
summary is qualified in its entirety by the more detailed information, including
the financial statements and notes thereto, set forth elsewhere in this
information statement. We encourage you to read the entire document. Unless the
context otherwise requires, references in this information statement to "we",
"us", "SCST" or "the Company" shall mean SCS Transportation, Inc. and its
subsidiaries, and references to "Yellow" shall mean Yellow Corporation and its
subsidiaries, exclusive of SCST.

THE COMPANY

We are a leading transportation company that provides a variety of
trucking transportation and supply chain solutions to a broad range of
industries, including the retail, petrochemical and manufacturing industries.
Through our operating subsidiaries, Saia Motor Freight Line, Inc. and Jevic
Transportation, Inc., we serve a wide variety of customers by offering regional,
interregional and national less-than-truckload, or LTL, services and

selected truckload, or TL, services across the United States, with a focus on
regional transportation solutions. In fiscal year 2001, SCST had revenue of $772
million and net income of $0.8 million. For the six months ended June 30, 2002,
SCST had revenue of $380 million, income before cumulative effect of accounting
change of $5.0 million and net loss of $70.2 million.

Saia is a leading regional LTL ground transportation services provider
serving 21 states in the South, Southwest, Pacific Northwest and West through
approximately 110 facilities. Saia customers can choose from a wide variety of
service options including overnight and second-day regional LTL shipping,
guaranteed/expedited delivery, selective truckload shipping,
consolidation/distribution services and specialized or customized services. In
2001, Saia generated $485 million in revenue. Saia is based in Duluth, Georgia
and has approximately 5,000 employees, all of whom are non-union.

Jevic is a specialized LTL ground transportation services provider that
also offers selective TL services throughout the continental United States and
Canada. Through its ten facilities, Jevic offers its customers standard and
customized regional transportation solutions based on its non-traditional
Breakbulk-Free(R) operating model. Jevic develops integrated solutions for
customers designed to lower their overall supply chain costs, which can include
direct-to-customer deliveries, multi-shipper order consolidation for their
inbound supplies, and express and time-definite deliveries. In 2001, Jevic
generated $286 million in revenue. Jevic is based in Delanco, New Jersey and has
approximately 2,400 employees, all of whom are non-union.

Our executive office is located at 4435 Main Street, Suite 930, Kansas
City, Missouri 64111, and our telephone number is (816) 960-3664.

OVERVIEW OF THE DISTRIBUTION

Yellow is spinning off SCST by way of a pro rata distribution to its
shareholders of all of the common stock of SCST. Following the distribution, we
will be an independent, publicly-held company and Yellow will own no shares of
our capital stock. Yellow will continue to own and operate the Yellow
Transportation, Meridian IQ and Yellow Technologies businesses.

The distribution is intended to separate two businesses with distinct
financial, investment and operating characteristics so that each can adopt
strategies and pursue objectives appropriate to its specific needs in order to
compete effectively. The Yellow Board of Directors believes that separating SCST
from Yellow will provide greater growth opportunities for each company and the
following benefits:

-     Labor Relations. The Yellow operations presently include a
national transportation business, operated through its unionized
Yellow Transportation, Inc. subsidiary, and the non-union
regional operations of Saia and Jevic. Separation of the union
and non-union businesses is expected to permit each to pursue
independent labor strategies without concern for how the actions
of the other could affect its own labor relations.

-     Attract Key Employees. SCST will have a greater chance of
attracting and retaining qualified managerial employees if
employee equity compensation is directly related to the
operations and success of SCST as an independent entity.

-     Management Focus. The management team of each company will be
better able to focus on its operations, strategic direction and
core business, which the Yellow Board of Directors believes will
maximize shareholder value over the long term for both Yellow
and SCST.

-     Avoiding Intracompany Competition and Customer Confusion.
Changing shipping patterns in the United States have
increasingly blurred the distinctions between national and
regional LTL 

-2-

transportation, with the result that competition has increased
between SCST subsidiaries and the national transportation
operations of Yellow. The separation will eliminate intracompany
competition and related customer confusion.

-     Permit Investors To Better Evaluate Separate Company
Performances. Investors of SCST and Yellow will be better able
to evaluate the financial performance of each business,
enhancing the likelihood that each will achieve appropriate
market recognition.

-3-

QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION

Q:       Why is Yellow separating its businesses?

A:       The Yellow Board of Directors believes that the separation of SCST from
Yellow is in the best interests of Yellow shareholders. The Yellow
Board of Directors believes that the businesses have distinct financial
and operating characteristics and that separating the businesses will:

-     permit each company to pursue independent labor strategies
without concern for how the other's actions could affect its own
labor relations;

-     attract key employees;

-     enable the management team of each company to focus exclusively
on its operations, strategic direction and core business;

-     avoid intracompany competition and related customer confusion;
and

-     enable investors and analysts to better measure the performance
of both Yellow and SCST against other comparable companies in
similar businesses.

Q:       Why is the separation of the two companies structured as a spin-off?

A:       The Yellow Board of Directors believes that a tax-free distribution of
shares of SCST to Yellow shareholders, or spin-off, offers Yellow and
its shareholders the greatest long-term value and is the most
tax-efficient way to separate the companies.

Q:       How many shares of SCST common stock will I receive?

A:       You will receive one share of SCST common stock for every two shares of
Yellow common stock you hold as of the close of business on the record
date. Each share of SCST common stock will be accompanied by one
preferred stock purchase right to purchase preferred stock. See
"Purposes and Effects of Certain Charter and By-law Provisions and
Certain Anti-Takeover Effects." We estimate that Yellow will distribute
14,575,878 shares of SCST common stock, based on the number of shares
of Yellow common stock outstanding on June 30, 2002. The shares to be
distributed will constitute all of the outstanding shares of SCST
common stock immediately after the distribution.

Q:       Should I send in my Yellow stock certificates for exchange?

A:       No. Holders of Yellow common stock should not send stock certificates
to Yellow, SCST or the distribution agent. See "The Distribution --
Manner of Effecting the Distribution."

Q:       What do I have to do to receive my SCST shares?

A:       Nothing. Your SCST shares will either be reflected in an account
statement that the SCST transfer agent will send to you shortly after
September 30, 2002 or credited to your account with your broker or
nominee on or about September 30, 2002.

Q:       Will the distribution change the number of shares I own in Yellow?

-4-

A:       No. The distribution will not change the number of shares of Yellow
common stock owned by Yellow shareholders. Immediately after the
distribution, each Yellow shareholder will continue to own the same
proportionate interest in Yellow that such shareholder owned prior to
the distribution and will directly own the same proportionate interest
in SCST. However, shareholders will now own their interest in these
businesses through ownership of stock in each of two independent public
companies, Yellow and SCST.

Q:       Will Yellow retain any ownership interest in SCST after the
distribution?

A:       No. Yellow will not own any shares of SCST common stock after the
distribution, and SCST will not own any shares of Yellow common stock
after the distribution.

Q:       Will there be any ongoing relationships between the SCST and Yellow
following the distribution?

A:       The only ongoing relationships between SCST and Yellow will occur in
the areas of allocation of tax liabilities arising from the
distribution or prior operations; continuing cooperation in the
resolution of certain workers' compensation and third party liability
actions pending against SCST stemming from activity prior to the
distribution; and Yellow's obligation to continue to provide collateral
to secure certain insurance and self-insurance obligations of SCST.

Q:       Will SCST common stock be publicly traded?

A:       The common stock of SCST is expected to be admitted for trading on The
Nasdaq National Market. We expect that SCST common stock will trade on
The Nasdaq National Market under the ticker symbol "SCST" and that
regular trading will begin on or about October 1, 2002. In addition,
Yellow's common stock will continue to be listed on The Nasdaq National
Market under the symbol "YELL."

Q:       Will the distribution affect the trading price of my Yellow common
stock?

A:       Yes. After the distribution, the trading price of Yellow common stock
will likely be lower than the trading price immediately prior to the
distribution. Moreover, until the market has evaluated the operations
of Yellow without the SCST operations, the trading price of Yellow
common stock and SCST common stock may fluctuate significantly. The
combined trading prices of Yellow common stock and SCST common stock
after the distribution may be more or less than the trading price of
Yellow common stock prior to the distribution. See "The Distribution --
Approval and Trading of the Shares of SCST Common Stock."

Q:       When will the distribution become effective?

A:       Assuming the conditions mentioned below are met, the distribution is
expected to be effective as of 5:00 p.m., New York City time on
September 30, 2002.

Q:       Can Yellow decide not to go through with the distribution?

A:       Yes. Yellow can cancel the distribution for any reason at any time
before it is completed.

Q:       Will Yellow or I be taxed on the distribution?

A:       Yellow has received a private letter ruling from the Internal Revenue
Service that provides assurances (subject to the accuracy of certain
representations and assumptions contained in the private letter ruling)
that receipt of shares of the SCST common stock by shareholders of
Yellow will generally be tax-free,

-5-

except to the extent that cash is received in lieu of fractional share
interests, and that Yellow will generally not recognize income, gain or
loss for federal income tax purposes as a result of the distribution.
The tax ruling does not address state, local or foreign tax
consequences that may apply to Yellow shareholders. You should consult
your tax advisor as to the particular tax consequences to you of the
distribution. You should also review the discussion of the risks
relating to the tax-free qualification of the distribution that begins
on page 31 of this document and the discussion under "The Distribution
-- Certain Federal Income Tax Consequences of the Distribution."

Q:       Will there be any change in the United States Federal tax basis of my
Yellow shares as a result of the distribution?

A:       Assuming the spin-off remains qualified as tax-free, your tax basis
immediately before the spin-off in your shares of Yellow common stock
will be divided between your shares of Yellow common stock and your new
shares of SCST common stock, based on their respective fair market
values at the time of the distribution. If you are the record holder of
your Yellow shares, you will receive information with an account
statement that will help you calculate the adjusted tax basis for your
Yellow shares, as well as the tax basis for your shares of SCST common
stock. If you are not the record holder of your Yellow shares because
your shares are held on your behalf by your stockbroker or other
nominee, you should contact your stockbroker or nominee for help in
determining the tax basis for your Yellow shares, as well as the tax
basis for your SCST shares. See "The Distribution -- Certain Federal
Income Tax Consequences of the Distribution."

Q:       Where can I get more information?

A:       If you have any questions relating to the mechanics of the distribution
and the delivery of account statements, you can contact the
distribution agent at the following address and telephone number:

Mellon Bank N.A.
85 Challenger Road
Ridgefield, NJ 07660
Tel:  (888) 213-0965

-6-

SUMMARY HISTORICAL FINANCIAL DATA
(in thousands except per share data and percentages)

The following table shows summary historical financial data of SCST,
which includes its wholly owned subsidiaries Saia and Jevic, and has been
derived from, and should be read together with, the financial statements and
accompanying notes. The summary financial information may not be indicative of
the future performance of SCST as an independent company. It should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and
corresponding notes included elsewhere in this information statement.

SIX MONTHS
ENDED JUNE 30,                         YEAR ENDED DECEMBER 31,
--------------------     ----------------------------------------------------------
STATEMENT OF OPERATIONS:                 2002        2001         2001        2000       1999(1)       1998         1997
--------    --------     --------    --------     --------     --------    --------

Operating revenue..............   $380,025    $391,612     $771,582    $789,009     $594,510     $407,960    $360,194
Income from operations.........     11,648       4,818       15,743      21,661       28,678       22,096      18,082
Income (loss) before
cumulative effect of
accounting change (2)......      5,021      (2,455)         771       1,698        9,789        9,187       7,106
Net income (loss) (3)..........    (70,154)     (2,455)         771       1,698        9,789        9,187       7,106
Pro forma basic earnings
(loss) per share before
cumulative effect of
accounting change (4)......        .34        (.17)         .05         .12          .67          .63         .49

Pro forma basic earnings (loss)
per share (4)..............      (4.81)       (.17)         .05         .12          .67          .63         .49

OTHER FINANCIAL DATA:
Net cash provided by operating
activities.................     20,717      24,533       68,718      69,521       40,951       20,622      39,073
Net cash used in investing
activities (1).............     (9,229)     (8,264)     (19,613)    (59,033)     (53,016)     (46,164)    (33,385)
Net cash (used in) from
financing activities.......    (10,258)    (17,275)     (52,547)     (9,124)      11,301       25,205      (4,539)
Depreciation and amortization..     22,357      24,580       49,166      48,296       33,406       19,876      16,959
EBITDA (5).....................     34,005      29,398       64,909      69,957       62,084       41,972      35,041

PRO FORMA INFORMATION REFLECTING
NON-AMORTIZATION OF GOODWILL:

Pro forma income (loss) before
cumulative effect of
accounting change (6)......      5,021        (953)       3,777       4,739       11,734       10,035       7,954

Pro forma basic earnings
(loss) per share before
cumulative effect of
accounting change (6)......        .34        (.07)         .26         .33          .81          .69         .55

-7-

BALANCE SHEET DATA:
Cash...........................      2,711       3,916        1,480       4,922        3,558        4,322       4,659
Net property and equipment.....    290,560     317,562      306,041     334,427      319,635      167,213     132,432
Total assets...................    437,658     536,147      511,946     551,667      536,461      257,143     206,458
Total debt.....................    118,735     189,065      128,992     206,884      218,899      106,666      78,198
Total shareholder's equity.....    159,723     201,604      229,649     203,514      198,926       79,939      63,419
MEASUREMENTS:
Operating ratio (7)............      96.9%       98.8%        98.0%       97.3%        95.2%        94.6%       95.0%
Ratio of EBITDA to revenue (5).
8.9%        7.5%         8.4%        8.9%        10.4%        10.3%        9.7%

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

(1)    On July 9, 1999, Jevic was acquired. The results of operations include
the results of operations of Jevic from the date of the acquisition. Net
cash used in investing activities in 1999 excludes $164.5 million
relating to the acquisition of Jevic.

(2)    Operating expenses in 2001 and 2000 include one-time integration charges
of $6.7 million and $2.7 million, respectively, relating to the
integration of WestEx and Action Express into Saia.

(3)    Net loss for the fiscal period ended June 30, 2002 includes a non-cash
charge of $75.2 million recorded as a cumulative effect of change in
accounting principle to reflect the impairment of goodwill at Jevic under
new accounting standards adopted January 1, 2002.

(4)    Pro forma basic earnings per share amounts for each period presented are
based on shares of Yellow common stock outstanding at June 30, 2002, net
of treasury shares multiplied by the anticipated SCST stock distribution
ratio of one share of SCST common stock for every two shares of Yellow
common stock. Shares of Yellow common stock outstanding at June 30, 2002
were 29,151,756, resulting in pro forma shares of SCST common stock
outstanding of 14,575,878.

(5)    EBITDA is defined as income from operations plus depreciation and
amortization. We have included data with respect to EBITDA because it is
commonly used as a measurement of financial performance by investors to
analyze and compare companies on the basis of operating performance.
EBITDA is not a measurement of financial performance under generally
accepted accounting principles. EBITDA should not be considered an
alternative to operating income as determined in accordance with
generally accepted accounting principles as an indicator of our operating
performance, or to cash flows from operating activities, as determined in
accordance with generally accepted accounting principles, as a
measurement of our liquidity. EBITDA is not necessarily comparable with
similarly titled measures for other companies.

(6)    Pro Forma Information Reflecting Non-amortization of Goodwill for each
period presented reflects results of operations for SCST had the company
applied the nonamortization provisions of Financial Accounting Standards
Board Statement No. 142--Goodwill and Other Intangible Assets, which was
adopted by SCST on January 1, 2002. The historical financial statements
include amortization of goodwill of zero and $1.5 million for the six
month periods ended June 30, 2002 and 2001, respectively, and $3.0
million, $3.0 million, $1.9 million, $0.8 million and $0.8 million for
the years ended December 31, 2001, 2000, 1999, 1998 and 1997,
respectively.

(7)    The operating ratio is the calculation of operating expenses divided by
revenue.

-8-

SUMMARY OF THE DISTRIBUTION
Please see "The Distribution" for a more detailed description of the
matters described below.

Distributing Company............................   Yellow Corporation, a Delaware corporation
headquartered in Overland Park, Kansas, which
will continue to own the capital stock of Yellow
Transportation, Inc., Meridian IQ, LLC and Yellow
Technologies, Inc.

Distributed Company.............................   SCS Transportation, Inc., a Delaware corporation
headquartered in Kansas City, Missouri, which
holds all of the capital stock of Saia Motor
Freight Line, Inc. and Jevic Transportation, Inc.

Distribution Ratio..............................   One share of common stock of SCST, par value
$0.001 per share (including the associated right
to purchase one share of Series A Junior
Participating Preferred Stock of SCST under
specified conditions), for every two shares of
common stock of Yellow, par value $1.00 per
share, held of record as of the record date fixed
for the distribution.

Securities To Be Distributed....................   Based on approximately 29.2 million shares of
Yellow common stock outstanding on June 30, 2002,
excluding treasury stock and assuming no exercise
of outstanding options, approximately 14.6
million shares of SCST common stock will be
distributed. The SCST common stock to be
distributed will constitute all of the
outstanding SCST common stock immediately
following the distribution. Yellow shareholders
will not be required to pay for the shares of
SCST common stock to be received in the
distribution or to surrender or exchange shares
of Yellow common stock or to take any other
action in connection with the distribution.

Fractional Share Interests......................   Fractional shares of SCST common stock will not
be distributed nor credited to book-entry
accounts. Fractional shares of SCST common stock
will be aggregated and sold in the public market
by the distribution agent, and the aggregate net
cash proceeds will be distributed ratably to
those shareholders entitled to fractional
interests. The distribution agent, in its sole
discretion, without any influence from Yellow or
SCST, will determine when, how, through which
broker-dealer and at what price to sell such
whole shares. Any broker-dealer used by the
distribution agent will not be an affiliate of
either Yellow or SCST. These sale proceeds
generally will be taxable to Yellow shareholders.
SCST will bear the cost of brokerage commissions
in connection with such sales. In addition,
Yellow shareholders who are entitled to receive
shares of SCST common stock may elect to sell

-9-

such shares. Each shareholder's account statement
will include an authorization form pursuant to
which holders may elect to sell such shares. Upon
receipt of a shareholder election to sell such
shares, the distribution agent will sell such
shares on behalf of such shareholder for cash in
the open market at the then current market price
of the SCST common stock and remit the sale
proceeds to such shareholder. Brokerage fees and
commissions incurred by the distribution agent
will be paid for by participants in the program
as pre-set commissions at a per share amount. The
Company will also pay the fees charged by the
distribution agent for its services in
administering the program.

Record Date.....................................   5:00 p.m., New York City time, on September 3,
2002.

Distribution Date...............................   5:00 p.m., New York City time, on September 30,
2002.

Mailing Date....................................   September   , 2002.

Distribution Agent..............................   Mellon Bank N.A. will act as the distribution
agent for the distribution. Shareholders of
Yellow with questions concerning procedural
issues related to the distribution may call the
distribution agent at (888) 213-0965.

Book-Entry Shareholding.........................   Effective as of the distribution date, the
distribution agent will distribute shares of SCST
common stock to each eligible holder of Yellow
common stock by crediting book-entry accounts
with that holder's proportionate share of whole
shares of SCST common stock. For shareholders who
own Yellow common stock through a broker or other
nominee, their shares of SCST common stock will
be credited to their account by the broker or
other nominee.

Reasons for the Distribution....................   The distribution is intended to separate the
regional businesses from the other businesses of
Yellow so that each can adopt strategies and
pursue objectives appropriate to its specific
needs and enhance the growth opportunities of
each company. See "The Distribution--Background
and Reasons for the Distribution."

Conditions to the Distribution..................   The distribution is conditioned upon certain
events, including the consummation by SCST of
certain financing transactions, and the absence
of any order, injunction, decree or any other
legal constraint or prohibition preventing the
distribution. See "The Distribution -- Certain
Federal Income Tax Consequences of the
Distribution" and "The Distribution -- Conditions
Precedent to

-10-

the Distribution." The Board of Directors of
Yellow has reserved the right to waive all of the
conditions to the distribution except the absence
of any order, injunction, decree or legal
constraint or prohibition preventing the
distribution or, even if the conditions to the
distribution are satisfied, to abandon, defer or
modify the distribution at any time prior to the
date of the distribution.

Federal Income Tax Consequences of the
Distribution................................   Yellow has received a private letter ruling from
the Internal Revenue Service that provides
assurances (subject to the accuracy of certain
representations and assumptions contained in the
private letter ruling) that receipt of shares of
the SCST common stock by shareholders of Yellow
will generally be tax-free, except to the extent
that cash is received in lieu of fractional share
interests, and that Yellow will generally not
recognize income, gain or loss for federal income
tax purposes as a result of the distribution. See
"The Distribution -- Certain Federal Income Tax
Consequences of the Distribution."

If the distribution were not to remain qualified
as a tax-free distribution, Yellow would be
subject to a corporate level tax on the amount by
which the fair market value of the SCST common
stock distributed in the distribution exceeded
Yellow's basis in such stock. We have agreed to
indemnify Yellow against this tax liability and
certain other costs or expenses resulting from
the failure of the spin-off to qualify as a
tax-free distribution (including certain
liabilities to third parties), subject to certain
exceptions. Although we do not believe any such
liability would be material, we cannot assure you
that will be the case. See "Risk Factors -- We
may be responsible for federal income tax
liabilities that relate to the distribution of
our common stock by Yellow." In addition, if the
distribution were not to remain qualified as a
tax-free distribution, Yellow shareholders
generally would be subject to tax (at ordinary
income rates) based on the fair market value of
the shares of the SCST common stock received.

Dividend Policy.................................   SCST does not currently anticipate that it will
pay a dividend in the foreseeable future. The
SCST dividend policy will be established by the
SCST Board of Directors from time to time based
on the results of operations and financial
condition of SCST and other business
considerations the Board of Directors considers
relevant. See "Dividend Policy."

-11-

Trading Market..................................   There is not currently a public market for the
SCST common stock, although we expect that a
"when-issued" trading market will develop on or
about the record date for the distribution.
When-issued trading refers to a transaction made
conditionally because the security has been
authorized but not yet issued. On the first
trading day following the distribution date,
when-issued trading in respect of the SCST common
stock will end and regular trading will begin. We
cannot predict the trading prices for the SCST
common stock before or after the distribution
date; however, we believe the presence of a
when-issued trading market prior to the
distribution may have a stabilizing effect on the
price of the SCST common stock following the
distribution. The SCST common stock is expected
to be admitted for trading on The Nasdaq National
Market under the symbol "SCST". See "Risk Factors
-- Our common stock has no prior public market,
and it is not possible to predict how our stock
will perform after the distribution" and "The
Distribution -- Approval and Trading of the
Shares of SCST Common Stock."

Debt Incurrence.................................   Prior to the distribution, we intend to enter
into one or more senior credit facilities that
provide for approximately $150 million of total
borrowing capacity. The terms of these credit
facilities are still being negotiated, including
whether the credit facilities will be secured or
unsecured. We intend to use the proceeds from
borrowings under the credit facility to repay
indebtedness owed to Yellow, pay a cash dividend
to Yellow and for future capital expenditures,
working capital and letter of credit
requirements. See "Risk Factors -- We will incur
a significant amount of debt, which we might not
be able to service and which will subject us to
covenants that may limit our flexibility."

Anti-Takeover Effects...........................   In connection with the distribution, SCST will
agree (subject to certain exceptions) to
indemnify Yellow for any tax and certain other
costs or expenses resulting from any acquisition
or any issuance of the SCST common stock that
triggers the application of Section 355(e) of the
Internal Revenue Code of 1986, as amended, or
causes the spin-off to become taxable. See
"Arrangements Between Yellow and SCST Relating to
the Distribution -- Tax Indemnification and
Allocation Agreement" and "Risk Factors -- Risks
Relating to Our Business -- Our ability to engage
in acquisitions and other strategic transactions
and to be acquired will be subject to limitations
because of the federal income tax requirements
for a tax-free distribution." These obligations
could discourage, delay or prevent a change of
control of SCST.

-12-

Certain provisions of the SCST Restated
Certificate of Incorporation and By-laws and of
Delaware law, as each will be in effect
immediately following the distribution, could
have the effect of making it more difficult for a
third party to acquire control of SCST in a
transaction not approved by the SCST Board of
Directors. These provisions have been designed to
permit SCST to develop its business without
disruptions caused by the threat of a takeover
not deemed by its Board of Directors to be in the
best interests of SCST and its shareholders. See
"Risk Factors -- Risks Relating to Our Business
-- Certain provisions of our governing documents
and Delaware law could have anti-takeover
effects" and "Purposes and Effects of Certain
Charter and By-Law Provisions and Certain
Anti-Takeover Effects." In addition, provisions
of the SCST Restated Certificate of Incorporation
eliminate certain liabilities of its directors in
connection with the performance of their duties.
See "Liability and Indemnification of Directors
and Officers."

Relationship Between Yellow and SCST............   Yellow will have no stock ownership in SCST after
consummation of the distribution. For purposes of
governing certain ongoing relationships between
Yellow and SCST after the distribution, to
provide for an orderly transition and to govern
certain tax matters, among other things, SCST and
Yellow have entered into or will enter into
certain agreements to be effective following the
distribution. See "Arrangements Between Yellow
and SCST Relating to the Distribution."

Risk Factors....................................   The distribution and ownership of the SCST common
stock involve various risks. You should carefully
consider the matters discussed under "Risk
Factors."

-13-

RISK FACTORS

Shareholders of Yellow should be aware that the distribution and
ownership of SCST common stock involve certain risks, including those described
below and elsewhere in this information statement, which could adversely affect
the value of their holdings. Neither SCST nor Yellow makes, nor is any other
person authorized to make, any representation as to the future market value of
our common stock.

RISKS RELATED TO OUR SEPARATION FROM YELLOW

WE HAVE NO HISTORY OPERATING AS AN INDEPENDENT COMPANY UPON WHICH YOU CAN
EVALUATE US.

Although our regional transportation business has operated as an
autonomous unit within Yellow and although Jevic operated as a public company
prior to its acquisition in 1999, the SCST management team has not operated our
company as a public, stand-alone company, and we will have a new board of
directors appointed by Yellow. Following the distribution, we will have less
financial and other resources than Yellow. Our ability to satisfy our
obligations and maintain profitability will be solely dependent upon the future
performance of the businesses we own and operate, and we will not be able to
rely upon the financial and other resources and cash flows of those business
lines remaining with Yellow.

Accordingly, the financial statements included herein may not reflect
the results of operations, financial condition and cash flows that would have
been achieved had our company been operated independently during the periods and
as of the dates presented. Furthermore, our historical financial statements may
not reflect the costs to us of borrowing funds as a stand-alone entity.

Historically, Yellow performed certain corporate functions for us,
including legal functions, treasury administration, insurance administration,
internal audit and corporate income tax administration. Our historical financial
statements include, in operating expenses and supplies, an allocation of
corporate overhead costs incurred by Yellow using both incremental and
proportional methods on a revenue and capital basis. Although our management
believes that the methods used allocated to us a reasonable share of such
expenses, there can be no assurance that these costs will not increase, perhaps
substantially, after the distribution. Following the distribution, we also will
be responsible for the additional costs associated with being an independent
public company, including costs related to corporate governance, listed and
registered securities and investor relations issues.

We are in the process of creating our own, or engaging third parties to
provide, corporate business functions to replace many of the corporate business
functions Yellow currently provides. We may incur costs for these functions that
are higher than the amounts reflected in our historical consolidated financial
statements.

IF THE INTERNAL REVENUE SERVICE WERE TO CHALLENGE THE TAX-FREE NATURE OF THE
DISTRIBUTION, WE OR YOU COULD BE RESPONSIBLE FOR LIABILITIES THAT RELATE TO THE
DISTRIBUTION.

Yellow has received a private letter ruling from the Internal Revenue
Service that provides assurances that the distribution of shares of the SCST
common stock to shareholders of Yellow will generally be tax-free to its
shareholders, except to the extent that cash is received in lieu of fractional
share interests, and that Yellow will generally not recognize income, gain or
loss for federal income tax purposes as a result of the distribution. The ruling
is based on current law and subject to the accuracy of certain factual
representations and certain assumptions regarding Yellow and SCST. Although
Yellow and we are not aware of any facts or circumstances that would cause such
representations or assumptions to be false, no assurance can be given in this
regard. Yellow and we have made representations and agreed to restrictions on
future actions to provide further assurances that the distribution will qualify
as tax-free. See "Arrangements Between Yellow and SCST Relating to the
Distribution -- Tax Indemnification and Allocation Agreement."

-14-

If any of the material facts, representations and assumptions on which
the tax ruling is based are not true and correct or Yellow or we fail to operate
under these limitations, and the Internal Revenue Service challenges the
tax-free nature of the distribution, it is possible that the distribution could
be held to be a taxable distribution by Yellow of our common stock to Yellow
shareholders.

If the distribution were not to qualify as a tax-free distribution for
federal income tax purposes, Yellow would be subject to tax on the difference
between (x) the fair market value of our common stock and (y) the adjusted tax
basis of Yellow in our common stock at the time of the distribution. In
addition, each holder of Yellow common stock who received shares of our common
stock in the distribution would generally be treated as having received a
taxable dividend includible in income in an amount equal to the fair market
value of our common stock received at the time of the distribution, including
the value at such time of any fractional share interests.

We will have the obligation, pursuant to the tax indemnification and
allocation agreement to be entered into between us and Yellow, to pay our
allocable share of any tax liabilities incurred by Yellow that arise as a result
of Internal Revenue Service, state or foreign tax audits related to periods (or
portions thereof) prior to the distribution. We have also agreed to indemnify
Yellow against the tax liability described above, subject to certain exceptions,
or if Yellow incurs certain costs or expenses as a result of the failure of the
spin-off to be tax-free (including certain liabilities to third parties). Under
current valuations, we believe that Yellow would record a loss for tax purposes
in the event the distribution was found to be taxable, and we would therefore
have no liability for Yellow taxes (although we might still be liable for other
costs and expenses incurred by Yellow (including certain liabilities to third
parties)). We cannot assure you, however, that that would be the case. If we are
required to pay any of the amounts described above and the amount of such
payments is significant, the payment could have a material adverse effect on our
financial position.

WE MAY BE REQUIRED TO SATISFY CERTAIN INDEMNIFICATION OBLIGATIONS TO YELLOW, OR
MAY NOT BE ABLE TO COLLECT ON INDEMNIFICATION RIGHTS FROM YELLOW.

Under the terms of the master separation and distribution agreement and
the tax indemnification and allocation agreement, we and Yellow will agree to
indemnify one another from and after the distribution with respect to the
indebtedness, liabilities and obligations that will be retained by our
respective companies. These indemnification obligations could be significant.
Our ability to satisfy any such indemnification obligations will depend upon the
future financial strength of our company. We cannot determine whether we will
have to indemnify Yellow for any substantial obligations after the distribution.
We also cannot assure you that, if Yellow becomes obligated to indemnify us for
any substantial obligations, Yellow will have the ability to satisfy those
obligations. See "Arrangements Between Yellow and SCST Relating to the
Distribution."

OUR COMMON STOCK HAS NO PRIOR PUBLIC MARKET, AND IT IS NOT POSSIBLE TO PREDICT
HOW OUR STOCK WILL PERFORM AFTER THE DISTRIBUTION.

There is not currently a public market for our common stock, although
we expect that a "when-issued" trading market will develop on or about the
record date, and after our common stock has been admitted for trading, subject
to official notice of the distribution, on The Nasdaq National Market. There can
be no assurance that an active public market will develop for our common stock.
Furthermore, the prices at which trading in our common stock occurs may
fluctuate significantly, particularly until the common stock issued in the
distribution is fully distributed.

The trading price of our common stock could be subject to significant
fluctuations in response to certain factors, such as variations in our
anticipated or actual results of operations, the operating results of other
companies in the transportation industry, changes in conditions affecting the
economy generally, including incidents of terrorism, analyst reports, general
trends in the industry, sales of common stock by insiders, as well as other

-15-

factors unrelated to our operating results. Prices may also be affected by
certain provisions of our Restated Certificate of Incorporation and By-laws and
Delaware law and our shareholder rights plan, as each will be in effect
following the distribution, which may have anti-takeover effects. See "--
Certain provisions of our governing documents and Delaware law could have
anti-takeover effects" and "Purposes and Effects of Certain Charter and By-law
Provisions and Certain Anti-Takeover Effects." Accordingly, there can be no
assurance as to the prices at which trading in our common stock will occur on a
"when-issued" basis or after the distribution. See "The Distribution -- Approval
and Trading of the Shares of Common Stock."

RISKS RELATED TO OUR BUSINESS

WE ARE A HOLDING COMPANY WITHOUT MATERIAL ASSETS OTHER THAN THE COMMON STOCK OF
OUR SUBSIDIARIES.

We are a holding company and do not have any material assets other than
the common stock of our subsidiaries. Accordingly, our ability to pay dividends,
if any, on our common stock, to service our indebtedness and meet our other cash
needs will continue to be substantially dependent upon the results of operations
of our subsidiaries and the cash flow, if any, generated by such subsidiaries.

WE INTEND TO INCUR A SIGNIFICANT AMOUNT OF DEBT, WHICH WE MIGHT NOT BE ABLE TO
SERVICE AND WHICH WILL SUBJECT US TO COVENANTS THAT MAY LIMIT OUR FLEXIBILITY.

Prior to the time of the distribution, we intend to enter into one or
more senior credit facilities that provide for approximately $150 million of
total borrowing capacity. The terms of these credit facilities are still being
negotiated, including whether the credit facilities will be secured or
unsecured. We intend to use a portion of the proceeds from borrowings under the
credit facility to repay indebtedness owed to Yellow, pay a cash dividend to
Yellow and for future capital expenditures, working capital and letter of credit
requirements. See "The Distribution -- Incurrence of Debt."

As a result of our entering into the credit facilities, we may become
subject to various debt covenants. Those debt covenants to which we may be
subject under the credit facilities could limit our ability to pay dividends or
to make acquisitions that would otherwise benefit our company. We may also be
required to maintain specific leverage, interest coverage ratios and other
financial ratios. This level of indebtedness could have significant
consequences, including:

-    limiting cash flow available for working capital, capital
expenditures, acquisitions and other corporate purposes because a
significant portion of our cash flow from operations must be
dedicated to servicing our debt;

-    limiting our ability to obtain additional financing in the
future; and

-    limiting our flexibility to react to competitive or other changes
in our industry and to economic conditions generally.

Our ability to repay or refinance our indebtedness will depend upon our
future operating performance, which will be affected by general economic,
financial, competitive, legislative, regulatory and other factors beyond our
control.

CERTAIN PROVISIONS OF OUR GOVERNING DOCUMENTS AND DELAWARE LAW COULD HAVE
ANTI-TAKEOVER EFFECTS.

Our Restated Certificate of Incorporation and By-laws contain certain
provisions which may have the effect of delaying, deferring or preventing a
change of control of our company after the distribution. Such provisions
include, for example, provisions classifying our Board of Directors, a
prohibition on shareholder action by 

-16-

written consent, authorization of the Board of Directors to issue preferred
stock in series, with the terms of each series to be fixed by the Board of
Directors, and the provision of an advance notice procedure for shareholder
proposals and nominations to the Board of Directors. See "Purposes and Effects
of Certain Charter and By-Law Provisions and Certain Anti-Takeover Effects."
These provisions could diminish the opportunities for a shareholder of SCST to
participate in certain tender offers, including tender offers at prices above
the then-current fair market value, and may also inhibit fluctuations in the
market price of our common stock that could result from takeover attempts. In
addition, the SCST Board of Directors intends to adopt a shareholder rights plan
and, without further shareholder approval, could issue common stock and
preferred stock that could have the effect of delaying, deferring or preventing
a change of control of our company. See "Purposes and Effects of Certain Charter
and By-law Provisions and Certain Anti-Takeover Effects-- Rights Agreement." The
issuance of common stock and preferred stock could also adversely affect the
voting power of the holders of common stock, including resulting in the loss of
voting control to others. We have no current plans to issue any such common or
preferred stock.

ONGOING INSURANCE AND CLAIMS EXPENSES COULD SIGNIFICANTLY REDUCE OUR EARNINGS.

Our future insurance and claims expenses might exceed historical
levels, which could significantly reduce our earnings. We currently self-insure
for a portion of our claims exposure resulting from cargo loss, personal injury,
property damage and workers' compensation in amounts ranging from $25,000 to
$2.0 million. If the number or severity of claims for which we are self-insured
increases, our operating results could be adversely affected. We also maintain
insurance with licensed insurance companies above the amounts for which we
self-insure. Insurance carriers have recently begun to raise premiums for many
transportation companies. This could increase our insurance and claims expense
after our current coverage expires on February 28, 2003 or cause us to raise our
self-insured retention.

Although Yellow has agreed to provide and keep in place any increased
collateral requirements relating to our insurance obligations through February
2003, as more completely described under the caption "Arrangements Between
Yellow and SCST Relating to the Distribution -- Master Separation and
Distribution Agreement," recent events could affect the method by which our
insurance coverage is obtained after February 2003, including the likelihood
that letters of credit will be required instead of surety bonds. Furthermore,
these recent events could result in an increase in the amount of letters of
credit required to obtain insurance policies and/or an increase in insurance
premiums. Our capital structure could limit our ability to post significant
additional letters of credit. If any of these events occurs, we may not be able
to renew our existing insurance coverage on terms acceptable to us, and our
earnings could be materially and adversely affected. Future aggregate insurance
expenses for SCST are likely to be higher than they would have been for SCST as
part of the Yellow combined entity. See "Arrangements Between Yellow and SCST
Relating to the Distribution -- Master Separation and Distribution Agreement."

SCST OPERATING SUBSIDIARIES SAIA AND JEVIC ARE NON-UNION. THE ABILITY OF EITHER
SAIA OR JEVIC TO COMPETE WOULD BE SUBSTANTIALLY IMPAIRED IF EITHER SUBSIDIARY'S
OPERATIONS WERE TO BECOME UNIONIZED.

Both Saia and Jevic have in the past been the subject of unionization
efforts which have been defeated. While both Saia and Jevic believe their
current relationship with their employees is good, there can be no assurance
that further unionization efforts will not occur in the future. The non-union
status of both Saia and Jevic is a critical factor in the ability of both to
compete in their respective markets. See "Business -- Labor."

YELLOW WILL CONTINUE TO PROVIDE US WITH CERTAIN FINANCIAL SUPPORT RELATED TO
INSURANCE AND WORKERS' COMPENSATION LIABILITIES, AND WE CANNOT GUARANTEE THAT IT
WILL MEET ALL OF ITS OBLIGATIONS.

We will enter into a master separation and distribution agreement with
Yellow in connection with the distribution pursuant to which Yellow will agree
to provide certain ongoing collateral and credit support to us as

-17-

more completely described under the caption "Arrangements Between Yellow and
SCST Relating to the Distribution--Master Separation and Distribution
Agreement." For example, Yellow administers an insurance program for workers'
compensation and public liability claims for its corporate entities. Under the
insurance program, Yellow has administered claims made against SCST and, where
required by law or contract, has provided the necessary indemnities, insurance
guarantees, letters of credit or surety bonds for the performance of the
obligations of SCST. Yellow has indemnified certain states, insurance companies
and sureties against the failure of SCST to pay workers' compensation and
third-party claims. In some cases, these indemnities are supported by letters of
credit under which Yellow is liable to the issuing bank and by bonds issued by
surety companies. We cannot guarantee that Yellow will meet all of such
obligations. If Yellow were to fail to meet its obligations under the master
separation and distribution agreement, we could be materially and adversely
affected.

OUR ABILITY TO ENGAGE IN ACQUISITIONS AND OTHER STRATEGIC TRANSACTIONS AND TO BE
ACQUIRED WILL BE SUBJECT TO LIMITATIONS BECAUSE OF THE FEDERAL INCOME TAX
REQUIREMENTS FOR A TAX-FREE DISTRIBUTION.

In order for the distribution of our stock by Yellow to remain
qualified as tax-free to Yellow, there must not be a change in ownership of 50%
or more in either the voting power or value of either our stock or Yellow's
stock that is considered to be part of a plan or a series of related
transactions related to Yellow's distribution of our stock to its shareholders.
For this purpose, a change in ownership may include the issuance of our common
stock or Yellow common stock in acquisitions and other similar strategic
transactions. If there are direct or indirect acquisitions of our stock or
Yellow stock by one or more persons during the four-year period beginning two
years prior to and ending two years after the distribution, each acquisition
will be presumed to be part of a plan or a series of related transactions
related to the Yellow distribution of our stock and the distribution will be
taxable to Yellow unless the presumption is rebutted successfully.

In addition, certain acquisitions of some or all of the stock of Yellow
or of our stock (including by way of a merger with an acquiring company) may
cause the spin-off to become taxable to both Yellow and the Yellow shareholders,
even if there is not a 50% or greater change in the ownership of Yellow or our
ownership.

In order to provide further assurances that the distribution will
remain qualified as a tax-free transaction for federal income tax purposes, the
tax indemnification and allocation agreement will restrict our ability to take
actions inconsistent with the ruling request. Under the tax indemnification and
allocation agreement, we will generally indemnify Yellow with respect to any
taxes incurred by Yellow in connection with the distribution if the distribution
fails to qualify as a tax-free transaction for federal income tax purposes as a
result of, among other things, a violation of any of the foregoing restrictions
by us or as a result of certain misrepresentations or omissions by us to the
Internal Revenue Service. See "Arrangements Between Yellow and SCST Relating to
the Distribution--Tax Indemnification and Allocation Agreement." Many of our
competitors are not subject to similar restrictions and may issue their stock to
complete acquisitions, expand their product offerings and speed the development
of new technology or combine or be acquired by other companies. Therefore, these
competitors may have an advantage over us.

In addition, while our ability to issue additional equity or engage in
transactions involving a change in ownership of our stock may be constrained, we
will be responsible for our own financing following the distribution. We may
determine that it is desirable to incur debt or issue equity in order to fund
our working capital and capital expenditure requirements, as well as to make
other investments. If we are unable to engage in such financing transactions
within the tax constraints discussed above or to complete such debt or equity
financing on terms acceptable to us, our business will be harmed. See "The
Distribution -- Incurrence of Debt."

-18-

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY, AND OUR BUSINESS WILL SUFFER IF WE
ARE UNABLE TO ADEQUATELY ADDRESS POTENTIAL DOWNWARD PRICING PRESSURES AND OTHER
FACTORS THAT MAY ADVERSELY AFFECT OUR OPERATIONS AND PROFITABILITY.

Numerous competitive factors could impair our ability to maintain our
current profitability. These factors include the following:

-     we compete and will compete with many other transportation
service providers of varying sizes, including Yellow and its
subsidiaries, some of which have greater capital resources than
we do or have other competitive advantages;

-     transportation companies periodically reduce their prices to
gain business, especially during times of reduced growth rates
in the economy, which may limit our ability to maintain or
increase prices or achieve significant growth in our business;

-     many customers reduce the number of carriers they use by
selecting so-called "core carriers" as approved transportation
service providers, and in some instances we may not be selected;

-     many customers periodically accept bids from multiple carriers
for their shipping needs, and this process may depress prices or
result in the loss of some business to competitors;

-     the trend towards consolidation in the ground transportation
industry may create additional large carriers with greater
financial resources and other competitive advantages relating to
their size;

-     advances in technology require increased investments to remain
competitive, and our customers may not be willing to accept
higher prices to cover the cost of these investments; and

-     competition from non-asset-based logistics and freight brokerage
companies may adversely affect our customer relationships and
prices.

WE OPERATE IN A HIGHLY REGULATED INDUSTRY, AND COSTS OF COMPLIANCE WITH, OR
LIABILITY FOR VIOLATION OF, EXISTING OR FUTURE REGULATIONS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.

The U.S. Department of Transportation and various state agencies
exercise broad powers over our business, generally governing such activities as
authorization to engage in motor carrier operations, safety and financial
reporting. We may also become subject to new or more restrictive regulations
imposed by the Department of Transportation, the Occupational Safety and Health
Administration or other authorities relating to engine exhaust emissions, driver
hours in service, security and ergonomics. Compliance with such regulations
could substantially impair equipment productivity and increase our costs. See
"Business -- Regulation."

The Environmental Protection Agency has issued regulations that require
progressive reductions in exhaust emissions from diesel engines through 2007.
These reductions begin with diesel engines manufactured late in 2002. The
regulations currently include subsequent reductions in the sulfur content of
diesel fuel in 2006 and the introduction of emissions after-treatment devices on
newly manufactured engines in 2007. These regulations could result in higher
prices for tractors and increased fuel and maintenance costs.

WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL LAWS AND REGULATIONS, AND COSTS OF
COMPLIANCE WITH, OR LIABILITIES FOR VIOLATIONS OF, EXISTING OR FUTURE
REGULATIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

Our operations are subject to environmental laws and regulations dealing with
the handling of hazardous materials, underground fuel storage tanks, and
discharge and retention of stormwater. We operate in industrial

-19-

areas, where truck terminals and other industrial activities are located, and
where groundwater or other forms of environmental contamination may have
occurred. Our operations involve the risks of fuel spillage or seepage,
environmental damage, and hazardous waste disposal, among others. If we are
involved in a spill or other accident involving hazardous substances, or if we
are found to be in violation of applicable laws or regulations, it could have a
material adverse effect on our business and operating results. If we fail to
comply with applicable environmental regulations, we could be subject to
substantial fines or penalties and to civil and criminal liability.

WE ARE SUBJECT TO GENERAL ECONOMIC FACTORS THAT ARE LARGELY OUT OF OUR CONTROL,
ANY OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON THE RESULTS OF OUR
OPERATIONS.

Our business is subject to a number of general economic factors that
may have a material adverse effect on the results of our operations, many of
which are largely out of our control. These include recessionary economic cycles
and downturns in customer business cycles, particularly in market segments and
industries, such as retail and manufacturing, where we have a significant
concentration of customers. Economic conditions may adversely affect the
business levels of our customers, the amount of transportation services they
need and their ability to pay for our services. It is not possible to predict
the long-term effects of the September 11, 2001 terrorists attacks and
subsequent events on the economy or on customer confidence in the United States,
or the impact, if any, on our future results of operations. Customers
encountering adverse economic conditions represent a greater credit risk, and we
may be required to increase our reserve for bad debt losses.

THE TRANSPORTATION INDUSTRY IS AFFECTED BY BUSINESS RISKS THAT ARE LARGELY OUT
OF OUR CONTROL, ANY OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON THE RESULTS
OF OUR OPERATIONS.

Businesses operating in the transportation industry are affected by
risks that are largely out of our control, any of which could have a material
adverse effect on the results of our operations. These factors include weather,
excess capacity in the transportation industry, interest rates, fuel taxes,
license and registration fees, and insurance premiums and self-insurance levels.
Our results of operations may also be affected by seasonal factors. See
"Business -- Seasonality." In addition, our business is also affected by
surpluses in the market for used equipment.

-20-

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand the future
prospects of a company and make informed investment decisions. This information
statement contains these types of statements, which are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.

Words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "predict," "believe" and similar words or expressions are intended to
identify forward-looking statements. We use such forward-looking statements
regarding our future financial condition and results of operations and our
business operations in this information statement. All forward-looking
statements reflect the present expectation of future events of our management
and are subject to a number of important factors, risks, uncertainties and
assumptions, including industry and economic conditions, that could cause actual
results to differ materially from those described in the forward-looking
statements. The factors listed under "Risk Factors," as well as any cautionary
language in this information statement and our filings with the SEC, provide
examples of these risks and uncertainties.

You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this information statement. We
have no obligation, and expressly disclaim any obligation, to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.

-21-

DIVIDEND POLICY

We do not expect to pay a dividend in the foreseeable future. Our
dividend policy will be established by our Board of Directors from time to time
based on our results of operations and financial condition and such other
business considerations and on the circumstances then in existence as the Board
considers relevant. In addition, the terms of our debt agreements are expected
to place limits on our ability to pay dividends and make other distributions.

-22-

THE DISTRIBUTION

BACKGROUND AND REASONS FOR THE DISTRIBUTION

The Board of Directors of Yellow concluded that the separation of its
regional, non-union business by way of a pro rata distribution of the common
stock of SCST to Yellow shareholders would be in the best interests of Yellow
shareholders. On March 2, 2002, the Board of Directors of Yellow authorized
Yellow management to take the steps necessary to effect the distribution.
Consummation of the distribution is subject to several conditions described in
greater detail below.

The distribution is intended to separate two businesses with distinct
financial, investment and operating characteristics so that each can adopt
strategies and pursue objectives appropriate to its specific needs in order to
compete effectively. Yellow management believes that separating SCST from Yellow
will provide the following benefits and greater growth opportunities:

-     Labor Relations. The Yellow operations presently include a
national transportation business, operated through its unionized
Yellow Transportation, Inc. subsidiary, and the non-union
regional operations of Saia and Jevic. Separation of the union
and non-union businesses is expected to permit each to pursue
independent labor strategies without concern for how the actions
of the other could affect its own labor relations.

-     Attract Key Employees. SCST will have a greater chance of
attracting and retaining qualified managerial employees if
employee equity compensation is directly related to the
operations and success of SCST as an independent entity.

-     Management Focus. The management team of each company will be
better able to focus on its operations, strategic direction and
core business, which the Yellow Board of Directors believes will
maximize shareholder value over the long term for both Yellow
and SCST.

-     Avoiding Intracompany Competition and Customer Confusion.
Changing shipping patterns in the United States have
increasingly blurred the distinctions between national and
regional LTL transportation, with the result that competition
has increased between SCST subsidiaries and the national
transportation operations of Yellow. The separation will
eliminate intracompany competition and related customer
confusion.

-     Permit Investors To Better Evaluate Separate Company
Performance. Investors of SCST and Yellow will be better able to
evaluate the financial performance of each business, enhancing
the likelihood that each will achieve appropriate market
recognition.

Following the distribution, Yellow will continue to own and operate its
Yellow Transportation operating unit, which provides primarily LTL national,
regional and international transportation services for industrial, commercial,
retail and government markets. Yellow will also continue to own and operate
Meridian IQ, LLC, a non-asset-based company using web-native technology, to
provide customers a single source for their logistics planning, global shipment
management and execution needs, as well as Yellow Technologies, Inc., a
subsidiary focused on creating and delivering information solutions and
technology services.

CONDITIONS PRECEDENT TO THE DISTRIBUTION

It is expected that the distribution of our common stock to Yellow
shareholders will be effective on or about September 30, 2002, so long as

-23-

1.       Our common stock shall have been admitted for trading on 
The Nasdaq National Market, subject to official notice of the distribution;

2.       The favorable letter ruling received from the Internal 
Revenue Service shall not have been revoked;

3.       No other event or development shall have occurred that, in 
the sole judgment of Yellow, would result in the distribution having a material
adverse effect on Yellow or its shareholders;

4.       Consummation of one or more senior credit facilities that 
provide for approximately $150 million of total borrowing capacity; and

5.       No order, injunction or decree shall have been issued by any
court of competent jurisdiction or other legal restraint or prohibition that
prevents the consummation of the distribution shall be in effect.

The fulfillment of all of the above conditions, or the waiver by Yellow
of the first, second, third or fourth conditions described above will not
create any obligation on the part of Yellow to effect the distribution, and the
Board of Directors of Yellow has reserved the right to amend, modify or abandon
the distribution and the related transactions at any time prior to the
distribution date.

DISTRIBUTION AGENT

The distribution agent is Mellon Bank N.A., 85 Challenger Road,
Ridgefield, NJ 07660, telephone (888) 213-0965.

MANNER OF EFFECTING THE DISTRIBUTION

The general terms and conditions relating to the distribution will be
set forth in the master separation and distribution agreement to be executed on
or prior to the distribution date between Yellow and us. See "Arrangements
Between Yellow and SCST Relating to the Distribution -- Master Separation and
Distribution Agreement."

In the event that all conditions to the distribution are satisfied or
waived, and subject to the right of the Board of Directors of Yellow to abandon,
defer or modify the distribution and related transactions, the distribution will
be made on or about the distribution date to shareholders of record of Yellow on
the record date. As part of the spin-off, SCST will be adopting a book-entry
share transfer and registration system for SCST common stock. Instead of
receiving physical share certificates, for every two shares of Yellow common
stock on the record date, registered holders thereof will receive one share of
our common stock credited to book-entry accounts established for them by the
distribution agent. The distribution agent will mail an account statement to
each registered holder stating the number of shares of SCST common stock
credited to such holder's account. For shareholders who own Yellow common stock
through a broker or other nominee, their shares of SCST common stock will be
credited to their account by the broker or other nominee. After the
distribution, holders may request that their shares of SCST common stock be
transferred to a brokerage or other account at any time, as well as delivery of
physical stock certificates for their shares, in each case without charge. All
such shares will be fully paid and nonassessable and the holders thereof will
not be entitled to preemptive rights. See "Description of Capital Stock of
SCST."

Fractional shares of our common stock will not be issued to holders of
Yellow common stock as part of the distribution nor credited to book-entry
accounts. Instead, the distribution agent will aggregate fractional shares into
whole shares and sell them in the open market at then-prevailing prices on
behalf of holders who 

-24-

otherwise would be entitled to receive fractional share interests, and such
persons will receive a cash payment in the amount of their pro rata share of the
net sale proceeds. The distribution agent, in its sole discretion, without any
influence from Yellow or SCST, will determine when, how, through which
broker-dealer and at what price to sell such whole shares. Any broker-dealer
used by the distribution agent will not be an affiliate of either Yellow or
SCST. Sales of fractional shares of our common stock are expected to be made as
soon as practicable after the distribution date, and checks representing
proceeds of these sales will be mailed thereafter. SCST will bear the cost of
brokerage commissions incurred in connection with such sales. See "The
Distribution -- Certain Federal Income Tax Consequences of the Distribution" for
a discussion of the federal income tax treatment of fractional share interests.
NONE OF YELLOW, THE DISTRIBUTION AGENT NOR WE GUARANTEE THAT YOU WILL RECEIVE
ANY MINIMUM SALE PRICE FOR YOUR FRACTIONAL SHARES OF SCST COMMON STOCK. YOU WILL
NOT BE PAID ANY INTEREST ON THE PROCEEDS OF THE SALE.

In addition, each holder of Yellow common stock who receives shares of
SCST may elect to sell such shares. Each shareholder account statement will
include an authorization form pursuant to which holders may elect to sell such
shares. Upon receipt of a shareholder election to sell such shares, the
distribution agent will sell such shares on behalf of such shareholder and remit
the proceeds to such shareholder. The distribution agent will sell such shares
through broker-dealers for cash in the open market at the then-current market
price for our common stock and remit the sale proceeds to such holder as soon as
practicable after such sales. The distribution agent, in its sole discretion,
without any influence from Yellow or SCST, will determine when, how, through
which broker-dealer and at what price to sell such whole shares. Any
broker-dealer used by the distribution agent will not be an affiliate of either
Yellow or SCST. Such sales will be made in a manner designed to obtain the best
available price while avoiding any undue impact on the market for our common
stock. Brokerage fees and commissions incurred by the distribution agent will be
paid for by participants who elect to sell such shares as pre-set commissions at
a per share amount. We will pay the other fees charged by the distribution agent
for its services in administering the program.

Holders of Yellow common stock will not be required to pay any cash or
other consideration for the shares of our common stock received in the
distribution or to surrender or exchange shares of Yellow common stock or take
any other action in order to receive our common stock. The distribution will not
affect the number of, or the rights attaching to, the outstanding shares of
Yellow common stock.

HOLDERS OF YELLOW COMMON STOCK SHOULD NOT SEND CERTIFICATES TO YELLOW,
SCST OR THE DISTRIBUTION AGENT. SHARES OF OUR COMMON STOCK WILL BE CREDITED TO
BOOK-ENTRY ACCOUNTS BY THE DISTRIBUTION AGENT ON OR ABOUT SEPTEMBER __, 2002.
YELLOW STOCK CERTIFICATES WILL CONTINUE TO REPRESENT SHARES OF YELLOW COMMON
STOCK AFTER THE DISTRIBUTION IN THE SAME AMOUNT SHOWN ON THE CERTIFICATES.

TREATMENT OF OPTIONS AND RESTRICTED STOCK

Generally, any outstanding options to purchase Yellow common stock
issued under a Yellow stock plan will remain outstanding and will be adjusted to
reflect the economic value of the distribution but will continue to represent
only the right to purchase Yellow stock. However, options to purchase Yellow
common stock issued under the Yellow stock plans to Yellow employees who become
SCST employees in connection with the distribution will be canceled, and those
options will be replaced with new options to acquire our common stock that
represent the same economic value as the canceled options and will be subject to
the same restrictions and vesting dates as the original grants.

Certain senior officers of Yellow and its subsidiaries Yellow
Transportation, Meridian IQ and Yellow Technologies have received restricted
stock grants. All such senior officers who are actively employed on the record
date will agree to waive the dividend of SCST shares that they would otherwise
have received in exchange 

-25-

for additional restricted shares of Yellow stock commensurate in value to the
impact of the spin-off of SCST on the value of their previous restricted stock
grants. The additional grants of restricted stock will be subject to the same
restrictions and vesting dates as the original grants.

RESULTS OF THE DISTRIBUTION

Following the distribution, we will be a separate public company that
will own the capital stock of Jevic and Saia. The number and identity of the
holders of our common stock immediately following the distribution will be
substantially the same as the number and identity of the holders of Yellow
common stock on the record date. Immediately following the distribution we
expect to have approximately 2,258 holders of record of our common stock and
14,575,878 shares of common stock outstanding based on the number of
shareholders of record of Yellow common stock and the number of outstanding
shares of Yellow common stock as of the close of business on June 30, 2002 and
the distribution ratio of one share of SCST common stock for every two shares of
Yellow common stock. The actual number of shares of our common stock to be
distributed will be determined as of the record date. The distribution will not
affect the number of shares outstanding of Yellow common stock or any rights of
holders of Yellow common stock.

INCURRENCE OF DEBT

Prior to the distribution, we intend to enter into one or more senior
credit facilities that provide for approximately $150 million of total borrowing
capacity. The terms of these credit facilities are still being negotiated,
including whether the credit facilities will be secured or unsecured. We intend
to use the proceeds from borrowings under the credit facility to repay
indebtedness owed to Yellow, pay a cash dividend to Yellow and for future
capital expenditures, working capital and letter of credit requirements.

After giving pro forma effect to the debt refinancing, the repayment of
indebtedness and the distribution as if they had occurred on June 30, 2002, we
would have had total indebtedness of approximately $130 million. Our total debt
to total capitalization ratio would have been 46.7%, and our ratio of total debt
to EBITDA for the twelve months ended June 30, 2002 would have been 1.87x. The
amount of debt that we plan to incur was determined by Yellow and SCST
management based on estimated cash needs, cash flows and appropriate debt to
equity ratios of our company after the distribution. In making this
determination, Yellow and SCST management considered the impact that the amount
of debt would have on the credit rating of our company, the ability of Yellow to
obtain credit arrangements for our company and the ability of our company to
service its debt after the distribution.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following summary of certain material U.S. federal income tax
consequences to Yellow and its shareholders in connection with the distribution
is based upon current provisions of the Internal Revenue Code of 1986, as
amended, referred to as the Internal Revenue Code, currently applicable Treasury
regulations, and judicial and administrative rulings and decisions as of the
date of this information statement. Legislative, judicial or administrative
changes may be forthcoming that could alter or modify these statements, possibly
on a retroactive basis.

This summary applies only to shareholders of Yellow that are, for U.S.
federal income tax purposes, U.S. citizens or residents, U.S. corporations, U.S.
trusts or U.S. estates ("U.S. shareholders"). The summary does not purport to
deal with all aspects of federal income taxation that may affect particular
holders of Yellow common stock in light of their individual circumstances, nor
with certain types of holders subject to special treatment under the federal
income tax laws (e.g., life insurance companies, tax-exempt organizations,
financial institutions or broker-dealers, partnerships or other pass-through
entities, holders owning stock as part of a "straddle," "hedge" or "conversion
transaction," holders who acquired their Yellow common stock upon the exercise
of an

-26-

employee stock option or otherwise as compensation, and holders of Yellow common
stock who are neither citizens nor residents of the United States, or that are
foreign corporations, or foreign estates or trusts for U.S. federal income tax
purposes). In addition, the summary assumes that each Yellow shareholder holds
his or her shares of Yellow common stock as capital assets. CONSEQUENTLY, YOU
SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE
DISTRIBUTION IN LIGHT OF YOUR OWN SITUATION, INCLUDING THE APPLICATION AND
EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS.

Yellow has received a private letter ruling from the Internal Revenue
Service that provides, among other things, assurances (subject to the accuracy
of certain representations and assumptions) that, under current law, the
distribution generally will qualify for federal income tax purposes as a
tax-free transaction to Yellow and to Yellow shareholders under Section 355 of
the Internal Revenue Code.

The private letter ruling also provides that, for federal income tax
purposes,

-        Yellow generally will not recognize gain or loss upon the
distribution of our common stock to Yellow shareholders;

-        Yellow shareholders generally will not recognize any gain or
loss (and will not be required to include any amount as
taxable income) as a result of their receipt of our common
stock in the distribution, except as described below in
connection with cash received in lieu of fractional shares of
our common stock;

-        Yellow shareholders will have an aggregate basis in their
Yellow common stock and our common stock immediately after the
distribution equal to their aggregate basis in their Yellow
common stock immediately before the distribution. Yellow
shareholders will apportion their tax basis in their Yellow
common stock among their shares of Yellow common stock and the
shares of our common stock they receive (including any
fractional share interest in our common stock to which the
Yellow shareholders are entitled) in accordance with the
relative fair market values of these securities at the time of
the distribution;

-        the holding period of Yellow shareholders for federal income
tax purposes in the shares of our common stock received in the
distribution will include the holding period of the Yellow
common stock with respect to which the shares of our common
stock are distributed so long as the Yellow common stock is
held as a capital asset on the distribution date; and

-        Yellow shareholders who receive cash in lieu of fractional
shares of our common stock will recognize gain or loss equal
to the difference between the cash received and the tax basis
allocated to such fractional shares. Any gain or loss will be
capital gain or loss if the fractional shares would have been
held as a capital asset on the distribution date.

The tax ruling is based upon and subject to the accuracy of
representations made by Yellow and us as to numerous factual matters and as to
the intention of Yellow and us to take (or to refrain from taking) certain
future actions. The inaccuracy of any of those factual representations or the
failure to take the intended actions (or the taking of actions which were
represented would not be taken) could cause the Internal Revenue Service to
revoke all or part of the tax ruling retroactively. This could significantly
increase the risk that the spin-off will fail to be tax-free. See "Risk Factors
-- Risks Related to Our Separation from Yellow -- If the Internal Revenue
Service were to challenge the tax-free nature of the distribution, we or you
could be responsible for liabilities that relate to the distribution" and
"Arrangements Between Yellow and SCST Relating to the Distribution -- Tax
Indemnification and Allocation Agreement."

-27-

If the distribution fails to remain qualified as a tax-free
distribution for federal income tax purposes, Yellow would be subject to tax on
the difference between (x) the fair market value of our common stock and (y) the
adjusted tax basis of Yellow in our common stock at the time of the
distribution. We have agreed (subject to certain exceptions) to indemnify Yellow
against this liability. Under current valuations, we believe that Yellow would
record a loss for tax purposes in the event the distribution was found to be
taxable, and we would therefore have no liability for any Yellow taxes (although
we might still be liable for other costs and expenses incurred by Yellow
(including certain liabilities to third parties)). We cannot assure you,
however, that would be the case. In addition, each holder of Yellow common stock
who received shares of our common stock in the distribution would generally be
treated as having received a taxable dividend includible in income in an amount
equal to the fair market value of our common stock received at the time of the
distribution, including the value at such time of any fractional shares. This
would generally result in:

-        ordinary income to the extent of the pro rata share of such
shareholder of current and accumulated earnings and profits of
Yellow;

-        a reduction in the basis (but not below zero) of such
shareholder in Yellow common stock to the extent the amount
received exceeds the shares of such shareholder of earnings
and profits of Yellow; and

-        a taxable gain from the exchange of Yellow common stock to the
extent the amount received exceeds both such shareholder's
share of Yellow's earnings and profits and such shareholder's
basis in Yellow common stock.

Under Section 355(e) of the Code, even if the distribution otherwise
qualifies as tax-free under Section 355, the distribution could nevertheless
become taxable to Yellow (but not the Yellow shareholders) if Yellow or SCST
were to undergo a change in control pursuant to a plan or a series of related
transactions which include the distribution. Any transaction which occurs within
the four-year period beginning two years prior to the distribution generally is
presumed to be part of a plan or a series of related transactions which include
the distribution unless Yellow establishes otherwise. In this context, a change
in control generally means a shift in 50% or more (measured by voting power or
value) of the ownership of either Yellow or SCST. Examples of such a change in
control could include an acquisition (including certain acquisitions which are
neither planned nor accepted by the board of the company being acquired), the
issuance of a significant amount of additional shares, and certain redemptions.

For a description of the tax indemnification and allocation agreement
under which Yellow and we have provided for various tax matters, see
"Arrangements Between Yellow and SCST Relating to the Distribution -- Tax
Indemnification and Allocation Agreement."

APPROVAL AND TRADING OF THE SHARES OF SCST COMMON STOCK

There is no existing market for our common stock. We have applied for
quotation of our common stock on The Nasdaq National Market. It is anticipated
that our common stock will be traded on The Nasdaq National Market under the
symbol "SCST". If the shares are accepted for quotation, a when-issued trading
market for our common stock is expected to develop on or about the record date.
The term "when-issued" means that shares can be traded prior to the time
certificates are actually available or issued. There can be no assurance about
the trading prices for our common stock before or after the distribution date,
and until the shares of our common stock are fully distributed and an orderly
market develops, the trading prices for such securities may fluctuate. Prices
for our common stock will be determined in the trading markets and may be
influenced by many factors, including the depth and liquidity of the market for
such securities, developments affecting our business generally, the impact of
the factors referred to in "Risk Factors," investor perceptions of our company
and its business, our operating results, our dividend policies and general
economic and market conditions. See "Risk Factors -- Risks 

-28-

Relating to Our Business -- Our common stock has no prior public market, and it
is not possible to predict how our stock will perform after the distribution."

Yellow common stock will continue to trade on The Nasdaq National
Market under the symbol "YELL". After the distribution, the trading price of
Yellow common stock likely will be lower than the trading price immediately
prior to the distribution. Until the market has evaluated the operations of
Yellow without SCST, the trading price of Yellow common stock may fluctuate. In
addition, the combined trading prices of our common stock and Yellow common
stock held by shareholders after the distribution may be less than, equal to or
greater than the trading price of Yellow common stock prior to the distribution.

The transfer agent and registrar for the SCST common stock will be
Mellon Bank N.A., 85 Challenger Road, Ridgefield, NJ, telephone (888) 213-0965.

For certain information regarding options to purchase SCST common stock
that will be granted in connection with the distribution, see "Arrangements
Between Yellow and SCST Relating to the Distribution -- Yellow Stock Option
Plans" and "Management -- Compensation of Directors" and "-- Compensation of
Executive Officers."

Shares of our common stock distributed to Yellow shareholders in the
distribution will be freely transferable under the Securities Act, except for
shares of our common stock received by persons who may be deemed to be our
affiliates. Persons who may be deemed to be our affiliates after the
distribution generally include individuals or entities that control, are
controlled by, or are under common control with, our company, and may include
certain of our officers, directors or principal shareholders. After we become a
publicly-traded company, securities held by persons who are our affiliates will
be subject to resale restrictions under the Securities Act. Our affiliates will
be permitted to sell shares of our common stock only pursuant to an effective
registration statement or an exemption from the registration requirements of the
Securities Act, such as the exemption afforded by Rule 144 under the Securities
Act.

REASONS FOR FURNISHING THIS INFORMATION STATEMENT

This information statement is being furnished solely to provide
information to Yellow shareholders who will receive shares of our common stock
in the distribution as required by applicable law. It is not, and is not to be
construed as, an inducement or encouragement to buy or sell any securities of
Yellow or of us. The information contained in this information statement is
believed by Yellow and by us to be accurate as of the date set forth on its
cover. Changes may occur after that date, and neither Yellow nor we will update
the information except in the normal course of its or our public disclosure
practices.

-29-

ARRANGEMENTS BETWEEN YELLOW AND SCST
RELATING TO THE DISTRIBUTION

Immediately prior to the distribution, we will be wholly owned by
Yellow, and our results of operations have been included in the consolidated
financial results of Yellow. Following the distribution, Yellow will not have
any ownership interest in SCST. Furthermore, except as described below, all
contractual relationships existing prior to the distribution between Yellow and
us will be terminated except for commercial relationships in the ordinary course
of business and except for those agreements described below.

Immediately prior to the distribution, Yellow and SCST will enter into
certain agreements to define our ongoing relationship after the distribution and
to allocate tax, employee benefits and certain other liabilities and obligations
arising from periods prior to the distribution date. These agreements are
summarized below and will be filed as exhibits to the Registration Statement on
Form 10 of which this information statement forms a part, and the summaries of
such agreements are qualified in their entirety by reference to the full text of
such agreements. The terms of these agreements have not yet been finalized and
are being reviewed by us and Yellow. These agreements may be amended by the
parties prior to the distribution.

MASTER SEPARATION AND DISTRIBUTION AGREEMENT

Yellow and SCST will enter into a master separation and distribution
agreement providing for, among other things, the corporate transactions required
to effect the distribution, the terms of and conditions to the distribution and
other arrangements with respect to or in consequence of the distribution. The
master separation and distribution agreement will provide for, with certain
exceptions:

1.       the transfer of certain assets and liabilities and employees
from Yellow to SCST;

2.       the adjustment of outstanding stock options to purchase Yellow
common stock as more completely described below under
"--Yellow Stock Option Plans";

3.       a payment within the range of $110 million and $115 million
from SCST to Yellow on or prior to the distribution date
representing a cash dividend to Yellow from SCST or the
repayment of intercompany indebtedness or a combination
thereof;

4.       the ongoing obligation of Yellow to fund collateral
requirements of certain insurance programs of SCST and the
corresponding indemnification obligations of SCST to Yellow;

5.       the obligation of Yellow to pay certain claims falling within
the self-insurance pool which has been maintained by Yellow to
buy down the self-insurance retentions of SCST subsidiaries;

6.       the ongoing guarantee by Yellow of certain SCST obligations
relating to facility leases and the corresponding
indemnification obligations of SCST to Yellow; and

7.       the treatment of employee benefit matters and other
compensation arrangements for former and current employees of
SCST and its subsidiaries.

Each of Yellow and SCST will have sole responsibility for expenses and
claims arising out of its own activities after the distribution.

-30-

Conditions to the Distribution

Yellow will have the absolute discretion to determine the terms of the
distribution, whether to proceed with the distribution and the date of the
distribution. Notwithstanding that discretion, there are a number of conditions
to the distribution, including the following:

1.       The SCST common stock shall have been admitted for trading on
The Nasdaq National Market, subject to official notice of the distribution;

2.       No other event or development shall have occurred that, in the
sole judgment of Yellow, would result in the distribution having a material
adverse effect on Yellow or its shareholders;

3.       Consummation of one or more senior credit facilities that 
provide for approximately $150 million of total borrowing capacity; and

4.       No order, injunction or decree shall have been issued by any
court of competent jurisdiction or other legal restraint or prohibition that
prevents the consummation of the distribution shall be in effect.

Division of Assets and Liabilities

Almost all of the employees necessary to operate the business of SCST
and its subsidiaries following the distribution are currently employees of Saia
or Jevic, and there is therefore no need to transfer such employees in
connection with the distribution. As of the date of the distribution, however,
approximately 7 employees of Yellow will become employees of SCST, and SCST will
become responsible for the insurance, employee benefits and other related
benefits of those employees.

Certain Financial Support Arrangements

Yellow currently provides guarantees of certain obligations of SCST and
its subsidiaries, including certain lease obligations of SCST and substantially
all of SCST insurance claims with its underwriters and of workers' compensation
claims in eight states where SCST is a qualified self-insured. As of the date of
the distribution, Yellow will cancel all such guarantees that it is permitted to
cancel without any third-party consents. SCST has agreed to use its reasonable
best efforts to remove all other guarantees by Yellow of obligations of SCST and
its subsidiaries, and it has also agreed to indemnify Yellow for any claims made
against it in respect of such guarantees. The total amounts of such guarantees
are approximately $18.4 million for insurance and self-insurance obligations and
$7.5 million for Saia terminal leases.

Because SCST will be limited under its credit facility in providing
collateral required by SCST insurance programs through February 2003, Yellow
will provide the majority of the letters of credit or indemnity bonds required
under such insurance programs for such period. Although the collateral support
by Yellow is not expected to remain in place for more than four years after the
distribution, the agreement will not be limited to any length of time. However,
the agreement will provide for significant increases in the cost to SCST for the
collateral support by Yellow after the end of the fourth year. Yellow will
provide collateral estimated to be at least $18.4 million to specified insurance
companies and states where SCST is self-insured on behalf of SCST for the SCST
insurance programs including general liability, bodily injury and property
damage and workers' compensation. To the extent Yellow has collected premiums
from SCST, Yellow will be obligated to pay certain claims falling within the
self-insurance pool which has been maintained by Yellow to buy down the
self-insurance retentions of SCST subsidiaries.

-31-

Administrative Services

Yellow has agreed to provided a nominal amount of administrative
services to SCST for an indefinite period following the distribution relating to
the processing of certain third-party claims made prior to March 2000.

Non-Solicitation

For two years after the date of the distribution, Yellow and SCST have
agreed not to solicit or influence any employee of the other to terminate his or
her employment for the purpose of working for the other, other than solicitation
by an employee of employment and other than a general solicitation for
employment not specifically directed at the other party.

Access to Information; Confidentiality

Yellow and SCST have agreed to provide to the other any information in
its possession that the requesting party reasonably needs in order to comply
with governmental or regulatory requirements or to comply with its obligations
under the master separation and distribution agreement or the tax
indemnification and allocation agreement. Each party has agreed to hold in
confidence all non-public information concerning the other party unless
compelled to disclose such information by law.

Expenses; Dispute Resolution

Except as otherwise set forth in the master separation and distribution
agreement or in any other agreement, all costs or expenses incurred on or prior
to the distribution date in connection with the distribution will be charged to
and paid by Yellow. Except as set forth in the master separation and
distribution agreement or any related agreement, any determination or
calculation to be made pursuant to the agreement will be made by Yellow and
shall be binding on the parties absent evidence of manifest error. The parties
have agreed to attempt to resolve any disputes in good faith through negotiation
and, failing that, through non-binding mediation. The costs of mediation will be
shared equally by the parties. In addition, either party may pursue litigation
if it would be substantially harmed by a failure to act during the negotiation
and mediation procedures. Any duties owed by one party to the other will
continue to be owed during any such dispute.

Indemnification

Each party has agreed to indemnify and hold harmless the other party
for any claim in excess of $5,000 following the distribution date arising out of
the debts or obligations of the other party.

TAX INDEMNIFICATION AND ALLOCATION AGREEMENT

As part of the distribution, Yellow and SCST will enter into a tax
indemnification and allocation agreement that will provide, among other things,
for the allocation of federal, state, local and foreign tax liabilities for
periods prior to and including the distribution date. Through the distribution
date, SCST has been and will be included in the consolidated federal income tax
returns of Yellow and, in certain states, the state tax returns of Yellow.

In general, the tax indemnification and allocation agreement will
provide that SCST will be liable for taxes related to SCST for all periods prior
to the distribution. In addition, SCST will be entitled to all refunds related
to SCST for all periods prior to the distribution.

-32-

The agreement will also require SCST (subject to certain exceptions) to
indemnify Yellow against (1) certain taxes incurred by Yellow in preparation for
or in connection with the distribution (whether or not the distribution
qualifies as tax-free) and (2) certain taxes and certain other costs and
expenses (including liabilities to third parties) that may be incurred by Yellow
if the distribution fails to qualify as tax-free.

Though valid as between Yellow and SCST, the tax indemnification and
allocation agreement will not be binding on the Internal Revenue Service and
does not affect the several liability of Yellow and SCST for all federal income
taxes of the consolidated group required to be shown on the consolidated federal
income tax returns.

YELLOW STOCK OPTION PLANS

As of the distribution date, outstanding options under Yellow stock
option plans for active employees of SCST and subsidiaries will be converted to
options exercisable for shares of our common stock having an equivalent value.
The outstanding options under Yellow stock option plans for active employees of
Yellow, retirees, and other former employees will remain options exercisable for
Yellow shares but will be adjusted subsequent to the distribution so that they
retain equivalent value. The number of shares of the applicable company's stock
covered by the resulting option will be the number of shares of Yellow stock
covered by the option before adjustment multiplied by a fraction, the numerator
of which is the pre-distribution closing price of Yellow common stock and the
denominator of which is the post-distribution closing price of the applicable
company's common stock (Yellow common stock in the case of persons retaining
options on Yellow common stock; SCST common stock in the case of persons
receiving substituted SCST options). The exercise price of the resulting option
will be the per share exercise price under the option before adjustment
multiplied by the inverse of the fraction described in the preceding sentence.
The ratio of the exercise price per option to the market value per share will
not be reduced and the vesting provisions and option period of SCST and Yellow
options will be the same as for the original Yellow options.

UNFUNDED DEFERRED COMPENSATION

Pursuant to the employment agreement entered into between Yellow and
Herbert A. Trucksess III, Chairman, President and Chief Executive Officer of
SCST, on April 20, 2000, Mr. Trucksess will be eligible for a supplemental
retirement benefit from Yellow when he commences receiving retirement benefits
which essentially give him credit for 16 years of additional service under the
Yellow defined benefit plan. No other unfunded obligations to pay deferred
compensation will exist between Yellow and any employee of Yellow who is
transferring to SCST. Payments due under a covenant not to compete between
Yellow and the former owners of Action Express will be the responsibility of
SCST. The present value of the noncompete obligation as of June 30, 2002 was
approximately $1.1 million, representing annual payments to be made through
2007.

ANNUAL BONUSES

Bonus obligations will be the responsibility of SCST for all SCST
employees, including transferred Yellow employees, other than Saia and Jevic
employees, whose employee bonuses will be the responsibility of Saia and Jevic.

-33-

SELECTED HISTORICAL FINANCIAL DATA
(in thousands except per share data and percentages)

The following table shows summary historical financial data of SCST,
which includes its wholly owned subsidiaries Saia and Jevic, and has been
derived from, and should be read together with, the financial statements and
accompanying notes. The summary financial information may not be indicative of
the future performance of SCST as an independent company. It should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the combined financial statements and
corresponding notes included elsewhere in this information statement.

SIX MONTHS
ENDED JUNE 30,                      YEAR ENDED DECEMBER 31,
---------------------  ---------------------------------------------------------
STATEMENT OF OPERATIONS:                         2002        2001       2001        2000       1999(1)       1998        1997
----        ----       ----        ----       -------       ----        ----

Operating revenue ....................   $ 380,025   $ 391,612  $ 771,582   $ 789,009   $ 594,510   $ 407,960   $ 360,194
---------   ---------  ---------   ---------   ---------   ---------   ---------

Income from operations (2) ...........      11,648       4,818     15,743      21,661      28,678      22,096      18,082

Income (loss) before
cumulative effect of accounting
change ...........................       5,021      (2,455)       771       1,698       9,789       9,187       7,106

Net income (loss) (3) ................     (70,154)     (2,455)       771       1,698       9,789       9,187       7,106

Pro forma basic earnings (loss) per
share before cumulative effect
of accounting change (4) .........         .34        (.17)       .05         .12         .67         .63         .49

Pro forma basic earnings (loss)
per share (4) ....................       (4.81)       (.17)       .05         .12         .67         .63         .49

OTHER FINANCIAL DATA:

Net cash provided by operating
activities .......................      20,717      24,533     68,718      69,521      40,951      20,622      39,073

Net cash used in investing
activities (1) ...................      (9,229)     (8,264)   (19,613)    (59,033)    (53,016)    (46,164)    (33,385)

Net cash (used in) from financing
activities .......................     (10,258)    (17,275)   (52,547)     (9,124)     11,301      25,205      (4,539)

Depreciation and amortization ........      22,357      24,580     49,166      48,296      33,406      19,876      16,959

EBITDA (5) ...........................      34,005      29,398     64,909      69,957      62,084      41,972      35,041

PRO FORMA INFORMATION REFLECTING
NON-AMORTIZATION OF GOODWILL:

Pro forma income (loss) before
cumulative effect of accounting
change (6) .......................       5,021        (953)     3,777       4,739      11,734      10,035       7,954

Pro forma basic earnings (loss) per
share before cumulative effect
of accounting change (6) .........         .34        (.07)       .26         .33         .81         .69         .55

BALANCE SHEET DATA:

Cash .................................       2,711       3,916      1,480       4,922       3,558       4,322       4,659

-34-

Net property and equipment ...........     290,560     317,562    306,041     334,427     319,635     167,213     132,432

Total assets .........................     437,658     536,147    511,946     551,667     536,461     257,143     206,458

Total debt ...........................     118,735     189,065    128,992     206,884     218,899     106,666      78,198

Total shareholder's equity ...........     159,723     201,604    229,649     203,514     198,926      79,939      63,419

MEASUREMENTS:

Operating ratio (6) ..................        96.9%       98.8%      98.0%       97.3%       95.2%       94.6%       95.0%

Ratio of EBITDA to revenue (5)  ......         8.9%        7.5%       8.4%        8.9%       10.4%       10.3%        9.7%

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

(1)    On July 9, 1999, Jevic was acquired. The results of operations include
the results of operations of Jevic from the date of the acquisition. Net
cash used in investing activities in 1999 excludes $164.5 million
relating to the acquisition of Jevic.

(2)    Operating expenses in 2001 and 2000 include one-time integration charges
of $6.7 million and $2.7 million, respectively, relating to the
integration of WestEx and Action Express into Saia.

(3)    Net loss for the fiscal period ended June 30, 2002 includes a non-cash
charge of $75.2 million recorded as a cumulative effect of change in
accounting principle to reflect the impairment of goodwill at Jevic under
new accounting standards adopted January 1, 2002.

(4)    Pro forma basic earnings per share amounts for each period presented are
based on shares of Yellow common stock outstanding at June 30, 2002, net
of treasury shares multiplied by the anticipated SCST stock distribution
ratio of one share of SCST common stock for every two shares of Yellow
common stock. Shares of Yellow common stock outstanding at June 30, 2002
were 29,151,756, resulting in pro forma shares of SCST common stock
outstanding of 14,575,878.

(5)    EBITDA is defined as income from operations plus depreciation and
amortization. We have included data with respect to EBITDA because it is
commonly used as a measurement of financial performance by investors to
analyze and compare companies on the basis of operating performance.
EBITDA is not a measurement of financial performance under generally
accepted accounting principles. EBITDA should not be considered an
alternative to operating income as determined in accordance with
generally accepted accounting principles as an indicator of our operating
performance, or to cash flows from operating activities, as determined in
accordance with generally accepted accounting principles, as a
measurement of our liquidity. EBITDA is not necessarily comparable with
similarly titled measures for other companies.

(6)    Pro Forma Information Reflecting Non-amortization of Goodwill for each
period presented reflects results of operations for SCST had the company
applied the nonamortization provisions of Financial Accounting Standards
Board Statement No. 142--Goodwill and Other Intangible Assets, which was
adopted by SCST on January 1, 2002. The historical financial statements
include amortization of goodwill of zero and $1.5 million for the six
month periods ended June 30, 2002 and 2001, respectively, and $3.0
million, $3.0 million, $1.9 million, $0.8 million and $0.8 million for
the years ended December 31, 2001, 2000, 1999, 1998 and 1997,
respectively.

(7)    The operating ratio is the calculation of operating expenses divided by
revenue.

-35-

PRO FORMA FINANCIAL DATA
(IN THOUSANDS)

The following tables show summary unaudited consolidated pro forma
financial data of SCST. The pro forma financial data reflects the spin-off of
SCST as if it had occurred on January 1, 2001 and January 1, 2002 for the
Statements of Operations and as if it had occurred on June 30, 2002 for the
Balance Sheet. The pro forma financial data includes certain pro forma
adjustments described in the footnotes that, in the opinion of management, are
necessary to reflect the results of operations of SCST as if the spin-off had
occurred on the dates indicated.

The summary unaudited consolidated pro forma financial data is
presented for illustrative purposes only and does not purport to be indicative
of the operating results or financial position that actually would have occurred
if the spin-off had occurred on the dates indicated, nor is it necessarily
indicative of the future operating results or financial position of SCST as a
stand-alone entity. This pro forma financial data should be read together with
the audited consolidated financial statements and accompanying notes of SCST,
which are included in this information statement.

-36-

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2002
(UNAUDITED)

PRO FORMA
HISTORICAL       ADJUSTMENTS       PRO FORMA
----------       -----------       ---------

ASSETS

CURRENT ASSETS:

Cash.....................................................        $   2,711          $    --        $   2,711

Accounts receivable, less allowance......................           93,510               --           93,510

Prepaid expenses and other...............................           33,548               --           33,548
--------          -------         --------

Total current assets...................................          129,769               --          129,769

PROPERTY AND EQUIPMENT:

Cost.....................................................          476,599               --          476,599

Less: Accumulated depreciation...........................          186,039               --          186,039
--------                          --------

Net property and equipment.........................          290,560               --          290,560

Goodwill and other assets...................................           17,329               --           17,329
--------          -------         --------

$437,658          $    --         $437,658
========          =======         ========

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:

Accounts payable and checks outstanding..................         $ 30,726          $    --         $ 30,726

Wages and employees' benefits............................           30,002               --           30,002

Other current liabilities................................           30,545               --           30,545

Current maturities of long-term debt.....................              364             (364)(1)           --
--------          -------         --------

Total current liabilities..............................           91,637             (364)          91,273

OTHER LIABILITIES:

Long-term debt...........................................           32,461          (16,150)(1)      130,000

113,689 (1)

Notes to Parent..........................................           85,910          (85,910)(1)           --

Deferred income taxes....................................           58,163               --           58,163

Claims, insurance and other..............................            9,764               --            9,764
--------          -------         --------

Total other liabilities................................          186,298           11,629          197,927

SHAREHOLDER'S EQUITY........................................          159,723          (11,265)(1)      148,458
--------          -------         --------

$437,658          $    --         $437,658
========          =======         ========

(See notes to pro forma statements)

-37-

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

PRO FORMA
HISTORICAL       ADJUSTMENTS       PRO FORMA
----------       -----------       ---------

Operating Revenue...........................................         $380,025        $    --         $380,025

Operating Expenses:

Salaries, wages and benefits.............................          217,912             --          217,912

Operating expenses and supplies..........................           62,590            390(2)        62,980

Operating taxes and licenses.............................           15,487             --           15,487

Claims and insurance.....................................           11,761             --           11,761

Depreciation and amortization............................           22,357             --           22,357

Purchased transportation.................................           38,008             --           38,008

Unusual items............................................              262             --              262
--------        -------         --------

Total operating expenses...............................          368,377            390          368,767

Income from Operations......................................           11,648           (390)          11,258

Nonoperating (Income) Expense:

Interest expense.........................................            2,712         (2,712)(3)        5,122

5,122(4)

Other, net...............................................               76             --               76
--------        -------         --------

Nonoperating expenses, net.............................            2,788          2,410            5,198

Income Before Income Taxes and Cumulative Effect of                     8,860         (2,800)           6,060
Accounting Change........................................

Income Tax Provision........................................            3,839         (1,070)(5)        2,769
--------        -------         --------

Income Before Cumulative Effect of Accounting
Change...................................................         $  5,021        $(1,730)        $  3,291
========        =======         ========

(See notes to pro forma statements)

-38-

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
(UNAUDITED)

PRO FORMA
HISTORICAL       ADJUSTMENTS       PRO FORMA
----------       -----------       ---------

Operating Revenue...........................................         $771,582         $     --         $771,582

Operating Expenses:

Salaries, wages and benefits.............................          435,795               --          435,795

Operating expenses and supplies..........................          141,124            1,585(2)       142,709

Operating taxes and licenses.............................           31,521               --           31,521

Claims and insurance.....................................           20,251               --           20,251

Depreciation and amortization............................           49,166               --           49,166

Purchased transportation.................................           71,304               --           71,304

Unusual items............................................            6,678               --            6,678
-------         --------          -------

Total operating expenses...............................          755,839            1,585          757,424

Income from Operations......................................           15,743           (1,585)          14,158

Nonoperating (Income) Expense:

Interest expense.........................................           10,942          (10,942)(3)       10,244

10,244 (4)

Other, net...............................................               (3)              --               (3)
-------         --------          -------

Nonoperating expenses, net.............................           10,939             (698)          10,241

Income Before Income Taxes..................................            4,804             (887)           3,917

Income Tax Provision........................................            4,033             (339)(5)        3,694
-------         --------          -------

Net Income..................................................          $   771         $   (548)         $   223
=======         ========          =======

(See notes to pro forma statements)

-39-

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS
(UNAUDITED)

(1)      The approximately $114 million cash payment to Yellow Corporation
consists of an $86 million repayment of the line of credit with the
Parent and a $17 million payment to the Parent, which will fund the
payoff of approximately $17 million in fixed and variable rate mortgage
notes payable. It is anticipated the payoff of this debt would occur
prior to the distribution date. An additional $11 million dividend
would be the remainder of the $114 million cash payment.

(2)      Increase in operating expenses and supplies reflects expected separate
public company costs that were not included in the historical
management fee charged by the Parent in the respective periods.

(3)      Removal of actual interest expense charged by the Parent and incurred
on third party debt in the respective period.

(4)      The pro forma interest expense has been calculated assuming $130.0
million of funded debt at the spin-off at an expected effective
interest rate of 7.88%. The expected effective interest rate includes
other financing costs for letter of credit fees, unused line of credit
fees that were previously included in the amounts charged by the
Parent.

(5)      Pro forma pretax income adjustments have been tax-effected using a
blended marginal federal and state income tax rate of 38.2%.

-40-

CAPITALIZATION
(in thousands except per share data and percentages)

The following table sets forth the capitalization of SCST as of June
30, 2002:

-     On a historical basis; and

-     On a pro forma as adjusted basis after giving pro forma effect
to the spin-off of SCST as if it had occurred on June 30, 2002,
including the refinancing of intercompany indebtedness.

You should read this table in conjunction with the consolidated
financial statements of SCST and the accompanying notes, as well as the other
financial information included elsewhere in this information statement.

Pro Forma
Historical           As Adjusted
-----------          ------------

Cash and marketable securities...............................          $     2,711          $      2,711
===========          ============

Current maturities of third-party long-term debt.............                  364                    --

Third-party long-term debt:

Subordinated debentures, average interest rate of
6.9%, installment payments due from 2005 to 2011........               16,311                16,311

Fixed rate mortgage notes, monthly principal and
interest payments, final payment of $9,707, due
January 2009, interest rates ranging from 7.0% to
7.7%, collateralized by Jevic facilities................               11,169                    --

Variable rate mortgage note, monthly principal
and interest payments, final payment of $4,497,
due November 2005, collateralized by Jevic                              4,981                    --
facilities..............................................

New senior credit facility(ies).........................                   --               113,689
-----------          ------------
32,461               130,000
Line of credit with Yellow...................................               85,910                    --
-----------          ------------
Total debt..............................................              118,735               130,000

Shareholder's equity:

Parent company equity........................................              159,723                   n/a

Common stock, $0.001 par value, 50,000,000
shares authorized; 14,575,878 shares issued and
outstanding (1).........................................                  n/a                    15

Preferred stock, $0.001 par value, 50,000 shares
authorized; no shares issued and outstanding............                  n/a                    --

Capital surplus..............................................                  n/a               181,932

-41-

Pro Forma
Historical           As Adjusted
-----------          ------------

Retained deficit.............................................                  n/a               (33,385) (2)

Accumulated other comprehensive income.......................                  n/a                  (104)
-----------          ------------
Total shareholder's equity..............................              159,723               148,458

Total capitalization....................................          $   278,458          $    278,458
===========          ============

Total debt to total capitalization...........................                 42.6%                 46.7%

Total debt to EBITDA (12 months ended June 30, 2002)
(3).....................................................                 1.70x                 1.87x

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

(1)    Pro forma as adjusted shares outstanding reflect a distribution ratio of
one share of SCST common stock for every two shares of Yellow common
stock.

(2)    Retained deficit includes the $75.2 million non-cash charge recorded as a
cumulative effect of change in accounting principle to reflect the
impairment of goodwill at Jevic under new accounting standards adopted
January 1, 2002.

(3)    EBITDA is defined as income from operations, depreciation and
amortization. We have included data with respect to EBITDA because it is
commonly used as a measurement of financial performance by investors to
analyze and compare companies on the basis of operating performance.
EBITDA is not a measurement of financial performance under generally
accepted accounting principles. EBITDA should not be considered an
alternative to operating income as determined in accordance with
generally accepted accounting principles as an indicator of our operating
performance, or to cash flows from operating activities, as determined in
accordance with generally accepted accounting principles, as a
measurement of our liquidity. EBITDA is not necessarily comparable with
similarly titled measures for other companies.

-42-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION

SCST makes estimates and assumptions in preparing the consolidated
financial statements that affect reported amounts and disclosures therein. In
the opinion of management, the accounting policies that generally have the most
significant impact on the financial position and results of operations of SCST
include:

-     Claims and Insurance Accruals. SCST is self-insured up to
certain retention limits for medical, workers' compensation,
auto liability, casualty and cargo claims. The liabilities
associated with the risk retained by SCST are estimated in part
based on historical experience, third-party actuarial analysis,
demographics, severity and other assumptions. However, these
estimated accruals could be significantly affected if the actual
costs of SCST differ from these assumptions and historical
trends.

-     Depreciation and Capitalization of Assets. Under the SCST
accounting policy for plant and equipment, management
establishes appropriate depreciable lives and salvage values for
SCST's revenue equipment (tractors and trailers) based on their
estimated useful lives and estimated fair values to be received
when the equipment is sold or traded in. These estimates are
continuously evaluated and updated when circumstances warrant.
However, actual depreciation and salvage values could differ
from these assumptions.

-     Amortization Period and Recover of Goodwill. On January 1, 2002,
SCST adopted Financial Accounting Standards Board Statement No.
142 -- Goodwill and Other Intangible Assets. The statement
requires that, on adoption and at least annually thereafter,
SCST assess goodwill impairment by applying a fair value based
test. This fair value based test involves assumptions regarding
the long-term future performance of the operating subsidiaries
of SCST, fair value of the assets and liabilities of SCST, cost
of capital rates and other assumptions.

These accounting policies, and others, are described in further detail in the
notes to the consolidated financial statements.

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002 VS. QUARTER AND SIX MONTHS ENDED JUNE
30, 2001

Revenue and volume

Operating revenue of SCST for the quarter ended June 30, 2002 was $196
million, no change from $196 million for the quarter ended June 30, 2001. After
several quarters of continuing economic weakness, both Saia and Jevic
experienced quarter-over-quarter tonnage and shipment increases. However,
quarter-over-quarter decline in fuel prices resulted in lower fuel surcharge
revenue in 2002 versus 2001, which contributed to part of the deterioration in
yields. For the six months ended June 30, 2002 revenues were $380 million versus
$392 million for the six months ended June 30, 2001.

The financial and operational statistics of Saia have been presented to
reflect the merger of WestEx and Action Express into Saia, which was effective
March 4, 2001. Saia had operating revenue of $124 million for the quarter ended
June 30, 2002, up 0.8 percent on a per day basis from $123 million for the
quarter ended June 30, 2001. Saia LTL revenue per hundredweight (a measure of
yield) decreased 3.8 percent to $9.56 per hundredweight, while
quarter-over-quarter LTL tonnage was up 5.0 percent to 598,000 tons and
shipments were up 4.5 percent to 1.1 million shipments. The decrease in yield is
a combination of freight mix and competitive pricing pressure. For the six
months ended June 30, 2002, Saia had operating revenue of $239 million down 0.5
percent on a per day basis from $242 million.

-43-

Jevic had operating revenue of $72 million for the quarter ended June
30, 2002, down 1.8 percent on a per day basis from operating revenue of $73
million for the quarter ended June 30, 2001. The second quarter of 2002 had one
more workday than the second quarter of 2001. Jevic yield decreased 2.7 percent
to $6.07 per hundredweight, while quarter-over-quarter tonnage was up 1.7
percent on a per day basis to 590,000 tons and shipments were up 2.0 percent to
252,000 shipments. Jevic experienced improved tonnage and shipment trends in the
second quarter of 2002 after several quarters of declining trends due to the
economic downturn and competition. The decrease in yield is a combination of
greater mix of TL business and a decline in TL yield of 4.3 percent. The
combination of the competitive pressures on pricing and the mix change have
resulted in overall yield deterioration. For the six months ended June 30, 2002
Jevic had operating revenue of $141 million, down 5.0 percent on a per day basis
from $150 million for the six months ended June 30, 2001.

Operating income

Operating income for SCST for the quarter ended June 30, 2002 was $6.8
million versus $5.1 million for the quarter ended June 30, 2001. However, the
June 30, 2001 quarter included $1.1 million of one-time costs (classified as
unusual items) related to the integration of WestEx and Action Express into
Saia. The second quarter 2002 operating ratio (operating expenses divided by net
revenue) for SCST was 96.6 compared to the second quarter 2001 operating ratio
of 97.4.

Operating income for the six months ended June 30, 2002 was $11.6
million versus $4.8 million for the six months ended June 30, 2001. The
operating income in 2001 included $6.7 million of costs for the integration of
WestEx and Action Express into Saia. SCST operating ratio for the six months
ended June 30, 2002 was 96.9 compared to the operating ratio for the six months
ended June 30, 2001 of 98.8. Both Saia and Jevic exhibited excellent cost
management and took action to control variable costs through the periods of
economic downturn. However, these costs reductions were offset by increases in
insurance costs and other operating expenses.

Saia second quarter 2002 operating income was $6.0 million compared to
an operating income of $3.8 million for the second quarter of 2001. The second
quarter 2001 includes unusual items of $1.3 million relating to the integration
of WestEx and Action Express into Saia.

Saia operating ratio was 95.1 for the second quarter 2002 compared to
96.9 in the second quarter of 2001. Saia quarter-over-quarter yield deteriorated
from competitive pricing pressure but was offset by tonnage increases,
productivity gains and variable cost control. For the six months ended June 30,
2002 Saia had operating income of $9.7 million compared to operating income of
$1.5 million for the six months ended June 30, 2001. Saia operating ratio was
96.0 for the first half of 2002 compared to an operating ratio of 99.4 for the
first half of 2001. Unusual items in 2001 included $6.7 million of integration
costs.

Jevic second quarter 2002 operating income was $0.8 million compared to
$1.6 million for the second quarter in 2001. Jevic operating ratio was 98.9
compared to 97.9 for the second quarter of 2001. Jevic quarter-over-quarter
yield deteriorated from competitive pricing pressure and offset gains from
tonnage increases. Jevic results for the quarter ended June 30, 2002 include
$1.5 million higher than anticipated worker's compensation expense relating to
unfavorable development in the severity of open claims. For the six months ended
June 30, 2002 Jevic had operating income of $1.8 million and an operating ratio
of 98.7 compared to operating income of $3.9 million and an operating ratio of
97.4 for the six months ended June 30, 2001.

SCST had nonoperating expenses of $1.4 million in the second quarter of
2002 compared to nonoperating expenses of $3.1 million in the second quarter of
2001. Substantially all SCST nonoperating expenses represent interest expense.
The decrease in nonoperating expenses is a result of lower interest cost due to
significant debt reduction and lower interest rates in 2002 versus 2001. The
effective tax rate for the second quarter of 2002 was 42 percent compared to an
effective tax rate of 71 percent in the second quarter of 2001. Net income was
$3.1 million in the second quarter of 2002 compared to net income of $0.6
million in the second quarter of 2001.

-44-

For the six months ended June 30, 2002 SCST had nonoperating expenses of $2.8
million compared to $6.7 million in the prior year. The results of operations in
2002 reflect a non-cash charge of $75.2 million for the impairment of goodwill
associated with Jevic. Income before cumulative effect of the goodwill
impairment was $5.0 million for the six months ended June 30, 2002 compared to a
net loss of $2.5 million for the six months ended June 30, 2001. Including the
goodwill impairment, the net loss for the first six months of 2002 was $70.2
million.

Working capital/capital expenditures

SCST's working capital increased from $21.3 million at December 31,
2001 to $38.1 million at June 30, 2002. The change in working capital is
predominantly a result of seasonal increases in accounts receivable and a
decrease in current maturities of long-term debt. Net capital expenditures were
$9.2 million for the six months ended June 30, 2002 compared to $8.3 million for
the six months ended June 30, 2001. The first half of 2002 capital investments
primarily represent capital replacement of revenue equipment and the purchase of
a new terminal for Saia, net of proceeds from the sale of an existing Saia
terminal.

YEAR ENDED DECEMBER 31, 2001 VS. YEAR ENDED DECEMBER 31, 2000

Revenue and volume

Operating revenue for SCST totaled $772 million in 2001, a 2.2 percent
decline over 2000 revenue of $789 million. The decrease in 2001 revenue was the
result of a continuing weak economy, increased competition at Jevic and lower
fuel surcharge revenue by both Saia and Jevic in the second half of 2001 and
competitive pricing pressures.

Saia had operating revenue of $485 million in 2001, an increase of 0.7
percent over 2000 operating revenue of $482 million. Saia increased revenue
primarily due to improved pricing as LTL yield (measured by revenue per
hundredweight) grew 4.7 percent to $10.01 per hundredweight over the prior
period, mostly offset by decreased tonnage (total tonnage was down 6.4 percent
over last year) as a result of weak economic conditions. Yield benefited from a
5.9 percent general rate increase on August 1, 2001 for non-contract customers
and a continued shift to higher yielding LTL business. Saia year-over-year LTL
tonnage was down 2.8 percent to 2.2 million tons in 2001, and LTL shipments were
down 2.1 percent to 4.2 million shipments in 2001.

Jevic had operating revenue of $286 million in 2001, down 6.8 percent
from $307 million in 2000. The revenue decrease was primarily due to a 7.7
percent reduction in tonnage as a result of a manufacturing recession, weakness
in the truckload market and increased competition. The tonnage decline was
partially offset by improved yield as a result of favorable LTL and TL mix
changes. Jevic yield, as measured by total revenue per hundredweight, increased
0.9 percent over the prior year to $6.35 per hundredweight.

Operating income

Operating income for SCST in 2001 was $15.7 million (including unusual
item charges of $6.7 million), down from $21.7 million in 2000 (including
unusual item charges of $2.2 million). The unusual item charges in 2001 and 2000
consisted of integration and reorganization costs and property gains and losses.
The 2001 operating ratio was 98.0 compared to 97.3 in 2000.

Saia had operating income of $9.7 million in 2001 (including unusual
item charges of $6.9 million), compared to $7.4 million in 2000 (including the
combined operating loss of WestEx and Action Express of $4.7 million and unusual
item charges of $3.1 million). The operating ratio at Saia was 98.0 in 2001
compared to 98.5 in 2000. Operating expenses at Saia before unusual item charges
decreased slightly from 2000 as a result of effective cost management, improved
productivity and lower business volume. Salaries, wages and benefits

-45-

expense decreased 1.4 percent from 2000 primarily due to reductions in
administration and management functions as a result of the integration of WestEx
and Action Express and lower business volumes in 2001. Improvements in
productivity offset higher workers' compensation and health care costs as well
as pay increases. Reductions in fuel cost and vehicle maintenance costs were
mostly offset by higher purchased transportation costs to reduce empty miles.

Jevic operating income was $6.0 million in 2001, down from $14.3
million in 2000. The revenue decline due to economic weakness and increased
competition significantly impacted the profitability of Jevic. The operating
ratio at Jevic was 97.9 in 2001 compared to 95.3 in 2000. Cost reduction efforts
and lower business volume allowed Jevic to reduce total operating expenses by
4.3 percent from 2000. Salaries, wages and benefits expense was down 2.1 percent
from 2000 as a result of lower employee levels and productivity improvements,
partially offset by higher group health insurance and other fringe cost
increases. The remaining operating expenses were reduced a similar percent of
revenue due to effective variable and discretionary cost controls as well as
lower fuel prices.

Other

SCST nonoperating expenses were $10.9 million in 2001 compared to $15.3
million in 2000. Interest expense was $10.9 million in 2001 compared to $15.4
million in 2000 due to lower average debt levels and lower interest rates on
SCST variable rate debt. The consolidated effective tax rate was 84.0 percent in
2001 compared to 73.3 percent in 2000. The increase in effective tax rate is due
to the impact of nondeductible business expenses and goodwill on lower income
before income taxes. SCST had net income in 2001 of $0.8 million compared to
$1.7 million in 2000. The notes to the consolidated financial statements provide
an analysis of the income tax provision and the effective tax rate.

Working capital/capital expenditures

SCST working capital decreased from $41.3 million at year-end 2000 to
$21.3 million at year-end 2001. The change in working capital is a result of
decreases in accounts receivable that were more than offset by increases in
accounts payable, accrued salaries and wages and benefits, and current
maturities of long-term debt. Net capital expenditures in 2001 decreased to
$19.6 million from $59.0 million in 2000. Both Saia and Jevic made capital
expenditure investments in 2000 based on forecasted revenue growth that did not
materialize due to slowing economic conditions. SCST 2001 capital investments
are substantially less than 2000 capital expenditures and primarily represent
capital for the replacement of revenue equipment.

YEAR ENDED DECEMBER 31, 2000 VS. YEAR ENDED DECEMBER 31, 1999

Revenue and volume

Operating revenue for SCST totaled $789 million in 2000, a 32.7 percent
increase over 1999 revenue of $595 million. The increase in 2000 operating
revenue was a result of improved yield management and the inclusion of a full
year of Jevic operating results versus partial inclusion since its acquisition
in July 1999.

Including the integration of WestEx and Action Express, Saia operating
revenue grew 5.6 percent to $482 million, up from $457 million in 1999.
Year-over-year LTL tonnage increased 3.5 percent from 2.2 million tons in 1999
and LTL shipments increased 1.4 percent from 4.3 million shipments in 1999. LTL
yield as measured by revenue per hundredweight grew 1.9 percent to $9.47. Saia
initiated a 5.9 percent price increase on September 1, 2000 for its non-contract
customers. Additionally, Saia revenue increased as a result of a fuel surcharge
program.

-46-

Jevic, which was acquired on July 9, 1999, had operating revenue of
$307 million in 2000 and $138 million for the partial year of 1999. On a pro
forma full year over year basis, Jevic revenue increased 10.4 percent, tonnage
increased 3.3 percent to 2.4 million tons and shipments increased 8.5 percent to
1.0 million shipments. Jevic yield as measured by total revenue per
hundredweight grew 6.8 percent over the prior year to $6.29 per hundredweight,
which was supported by a 5.9 percent general rate increase initiated on
September 1, 2000.

Operating income

Operating income for 2000 was $21.7 million (including unusual item
charges of $2.2 million, which consisted primarily of severance and costs
associated with the disposition of duplicate facilities related to the
integration of WestEx and Action Express into Saia), down from $28.7 million in
1999. The unusual item charges in 2000 consisted of integration and
reorganization costs and property gains and losses. The 2000 operating ratio was
97.3 compared to 95.2 in 1999.

Saia had operating income of $7.4 million in 2000 compared to $18.6
million in 1999. The year-over-year decline in operating income was due
substantially to the combined operating loss of $4.7 million of WestEx and
Action Express, which were integrated with Saia, and unusual item charges of
$3.1 million in 2000, which was primarily for the integration. The two Western
subsidiaries had infrastructures that were too large for their actual demand
volume. The operating ratio rose to 98.5 in 2000 compared to 95.9 in 1999. Saia
cost per ton increased 5.2 percent, primarily due to increased claims and
insurance costs (40 percent higher than 1999), fuel costs (30 percent higher
than 1999) and health care costs. In addition, due to competitive market
conditions, wage rates increased in excess of five percent, reflecting a move to
a market-based compensation system. However, strong variable expense controls
and productivity gains in other areas offset increased fuel prices, casualty
claims and higher wage and benefit rates.

Jevic operating income was $14.3 million in 2000, as compared to $10.1
million for the partial year of 1999. On a year-over-year basis, Jevic operating
income declined 31 percent in 2000 as operating ratios increased to 95.3 percent
compared to 92.7 percent for the partial year of 1999. The full year pro forma
operating ratio for 1999 was 92.5. Jevic's cost per ton increased approximately
10 percent. Jevic experienced increased competition, higher fuel prices,
unusually severe northeast winter weather and a second-half beginning of an
economic slowdown. Because Jevic is a hybrid LTL and TL carrier, fuel is a more
significant component of operating expense, more than 7 percent of revenue in
2000. Average fuel cost increased more than 30 percent over 1999. Although Jevic
had a fuel surcharge program to partially mitigate its risk to rising fuel
prices, the program was not fully implemented until 2001. Additionally, cost
increases were due in a large part to costs associated with expanding capacity
ahead of realized volume growth. In addition, revenue rate increases and fuel
surcharge programs were not sufficient to offset the increases in wages, fuel
and other costs Jevic experienced in 2000.

Other

Nonoperating expenses were $15.3 million in 2000 compared to $10.7
million in 1999. Interest expense was $15.4 million in 2000, up from $10.6
million in 1999 due to higher average debt levels associated with the July 1999
Jevic acquisition and increased interest rates on SCST variable rate debt. The
consolidated effective tax rate was 73.3 percent in 2000 compared to 45.6
percent in 1999. The increase in effective rate is due to the impact of
nondeductible business expenses and goodwill on lower income before income
taxes. SCST had net income of $1.7 million in 2000 compared to $9.8 million in
1999. The notes to the consolidated financial statements provide an analysis of
the income tax provision and the effective tax rate.

-47-

Working capital/capital expenditures

SCST working capital decreased from $50.8 million at year-end 1999 to
$41.3 million at year-end 2000. The change in working capital is a result of
decreases in accounts receivable and increases in accounts payable and accrued
salaries and wages and benefits. Net capital expenditures increased to $59.0
million, up from $53.0 million in 1999. Both Saia and Jevic made capital
expenditure investments in 2000 based on forecasted revenue growth.

YEAR ENDED DECEMBER 31, 1999 VS. YEAR ENDED DECEMBER 31, 1998

Revenue and volume

Operating revenue for SCST totaled $595 million in 1999, a 45.7 percent
increase over 1998 operating revenue of $408 million. The increase is largely
attributable to the Jevic and Action Express acquisitions. Jevic was acquired in
July 1999 and Action Express was acquired in December 1998. The results of the
operations of Jevic and Action Express are consolidated in SCST from the date of
acquisition forward.

Saia operating revenue grew 11.9 percent in 1999 to $457 million
compared to $408 million in 1998. The increase in revenue is largely due to the
acquisition of Action Express in December 1998. LTL tonnage increased 11.6
percent to 2.2 million tons and LTL revenue per ton increased 1.0 percent to
$9.30. Additionally, revenue and tonnage trends improved during the last quarter
of 1999 due in part to Saia initiatives to significantly begin improving service
levels. Saia also initiated a 4.5 percent general rate increase on October 1,
1999 for its non-contract customers.

Jevic was acquired on July 9, 1999. On a pro forma year over year
basis, Jevic revenue increased 22.6 percent to $277 million in 1999, while
tonnage increased 18.7 percent to 2.4 million tons and shipments rose 19.8
percent to 0.9 million shipments. Jevic pricing as measured by revenue per
hundredweight increased 3.1 percent in 1999 to $5.89 per hundredweight and
revenue per shipment increased 2.2 percent to $295 in 1999, primarily because
Jevic initiated a price increase of 5.7 percent in November 1999.

Operating income

Operating income for the year was $28.7 million, an increase of 29.8
percent over 1998 operating income of $22.1 million. SCST 1999 operating ratio
was 95.2 compared to an operating ratio of 94.6 in 1998. In 2000 and 1999,
unusual item charges were minimal.

Saia had operating income of $18.6 million in 1999 compared to $22.1
million in 1998. 1999 operating performance was below 1998 levels due to softer
revenue for the early part of 1999 in Texas and Gulf Coast regions with
economies tied to the petroleum industry and weaker service levels. Saia also
increased wage and benefit expense, resulting in an operating ratio of 95.9 in
1999 compared to 94.6 in 1998. Saia cost per ton increased 3.6 percent due
primarily to cost increases in salaries, wages and benefits. Depreciation
increased due to the addition of revenue equipment in 1998 and 1999. Increased
purchased transportation and rentals during 1999 allowed Saia to manage
temporary surges in business levels. These increases were partially offset by
favorable insurance claims expense compared to the prior year. A fuel surcharge
was also reactivated at mid-year 1999 in order to offset rising diesel fuel
prices. Saia initiated a 4.5 percent general rate increase on October 1, 1999
for its non-contract customers.

Jevic reported partial year operating income of $10.1 million resulting
in an operating ratio of 92.8 percent in 1999. On a pro forma full year basis,
Jevic 1999 operating income was $20.7 million, up 24 percent from 1998 operating
income of $16.7 million due to stable cost management and increased demand which
better utilized fixed asset costs. Jevic operating ratio was 92.7, unchanged
from 1998.

-48-

Other

Nonoperating expenses were $10.7 million in 1999 compared to $6.0
million in 1998. The increase in nonoperating expenses is primarily the result
of increased financing costs associated with the Jevic acquisition. The
effective tax rate was 45.6 percent in 1999 compared to 43.1 percent in 1998.
The increase in effective rate is attributable to increased nondeductible
expenses, including goodwill amortization associated with the Jevic acquisition.

Working capital/capital expenditures

Working capital increased significantly in 1999 as a result of the
acquisition of Jevic. Net capital expenditures for property and equipment in
1999 were $53.0 million compared to $46.2 million in 1998 and included $10.7
million investment in real property at Saia. Net capital expenditures of Jevic
for the partial year 1999 were $19.0 million.

FINANCIAL CONDITION

SCST liquidity needs arise primarily from capital investment in new
equipment, land and structures and information technology, as well as funding
working capital requirements.

To ensure long-term liquidity, SCST has historically maintained working
capital line-of-credit agreements with Yellow totaling $225 million at June 30,
2002 and December 31, 2001. These line-of-credit agreements bear interest at 50
basis points over LIBOR rate, adjusted quarterly, and mature on December 31,
2003. SCST had borrowings under these agreements of $85.9 million and $90.2
million at June 30, 2002 and December 31, 2001. These line of credit
arrangements with Yellow will be refinanced with third party debt facilities in
connection with the distribution. In addition, SCST had third party borrowings
of approximately $32.8 million at June 30, 2002 that with the exception of a
$16.4 million subordinated debt facility will be repaid prior to distribution.
Approximately $139 million and $135 million remained available under the
line-of-credit agreements with Yellow at June 30, 2002 and at December 31, 2001.

In connection with the distribution, SCST intends to enter into one or
more credit facilities, the terms of which are currently being negotiated. The
credit facilities are expected to provide approximately $150 million in
borrowing availability. SCST intends to borrow between $110 and $115 million
under the credit facilities to repay outstanding indebtedness (owed to Yellow
and certain other third parties). The actual amount to be borrowed by SCST and
paid to Yellow will be determined at the time of the distribution. SCST intends
to use the remaining portion of the credit facilities for future capital
expenditures, working capital and letter of credit requirements.

At June 30, 2002 Yellow has provided on behalf of SCST approximately
$3.8 million in outstanding surety bonds. These bonds, issued by insurance
companies, serve as collateral support primarily for workers' compensation
programs in states where SCST is self-insured. The price and availability of
surety bonds fluctuates over time with general conditions in the insurance
market. A lack of availability of surety bonds could result in the need for
Yellow to issue additional letters of credit. At June 30, 2002, Yellow has
provided on behalf of SCST $29.6 million in outstanding letters of credit.
Subsequent to the distribution, Yellow will continue to provide SCST with the
majority of its collateral to support SCST's various insurance programs for all
insurance risks through February 28, 2003. The collateral support by Yellow is
expected to remain in place for at least four years from the distribution date,
but the agreement is not limited to any length of time. However, the agreement
does provide for significant increases in the cost to SCST for the collateral
support by Yellow after the end of the fourth year.

-49-

SCST working capital decreased from $50.8 million at year-end 1999 to
$41.3 million at year-end 2000 to $21.3 million at year-end 2001. The change in
working capital is a result of decreases in accounts receivable and increases in
accounts payable, accrued salaries and wages and benefits, and current
maturities of long-term debt. Net capital expenditures decreased to $19.6
million in 2001 from $59.0 million in 2000 and $53.0 million in 1999. Both Saia
and Jevic made capital expenditure investments in 2000 based on forecasted
revenue growth that did not materialize due to slowing economic conditions.
Their 2001 capital expenditures were substantially less than 2000 and 1999
capital expenditures and primarily represent capital for the replacement of
revenue equipment. Net capital expenditures in 1999 included $10.7 million
investment in real property at Saia and $19.0 million for the partial year of
Jevic.

Projected net capital expenditures for 2002 are $27.5 million, an
increase from 2001 net capital expenditures of $19.6 million. Net capital
pertains primarily to replacement of revenue equipment at both subsidiaries and
additional investments in information technology, land and structures.

Actual net capital expenditures are summarized in the following table
(in millions):

Actual
----------------------------------------------
2001             2000              1999
-----------       -----------      -----------

Land and structures:

Additions..........................................         $       3.3       $      11.1      $      11.8

Sales..............................................                 (--)             (0.4)            (1.1)

Revenue equipment.......................................                 8.6              38.9             34.0

Technology and other....................................                 7.7               9.4              8.3
-----------       -----------      -----------

Total...................................................         $      19.6       $      59.0      $      53.0

The following tables set forth the Company's contractual cash
obligations and other commercial commitments as of June 30, 2002 (in millions).

Payments Due by Period
------------------------------------------------------------------
Less than 1                                  After 5
Year         1-3 Years     4-5 Years       Years         Total
-----------     ---------     ---------      -------       -------

CONTRACTUAL CASH OBLIGATIONS

Recorded obligations:

Line of credit due to yellow....         $    --         $85.9         $  --         $  --         $ 85.9

Third-party long-term debt......             0.4           2.1           8.0          22.3           32.8

Operating leases.....................            10.0          11.3           3.5           0.7           25.5
-------         -----         -----         -----         ------

Total contractual obligations........         $  10.4         $99.3         $11.5         $23.0         $144.3
=======         =====         =====         =====         ======

-50-

Amount of Commitment Expiration per Period
--------------------------------------------------------------------
Total
Less than 1                                  After 5        Amounts
Year         1-3 Years     4-5 Years       Years        Committed
-----------     ---------     ---------      -------       ---------

OTHER COMMERCIAL COMMITMENTS                                                                           

Available line of credit with                                                                          
Yellow (1)........................         $  --           $139.1         $--           $--         $  139.1

Letters of credit (2)................          29.0              --           --            --             29.0

Surety bonds (2).....................           4.4              0.2          --            --              4.6
-----           ------         ---           ---         --------

Total commercial commitments.........         $33.4           $139.3         $--           $--         $  172.7
=====           ======         ===           ===         ========

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

(1)      This line of credit with Yellow will be refinanced in connection with
the distribution.

(2)      Letters of credit and surety bonds are the contractual obligations of
Yellow, for which SCST will provide a guarantee to Yellow in connection
with the distribution.

Certain of these contractual obligations are reflected in SCST's
consolidated balance sheet, while others are disclosed as future obligations. In
addition, SCST has commercial commitments incurred in the normal course of
business including letters of credit and surety bonds required under the
company's insurance programs. While the notional amount of these instruments is
material, there are no additional contingent liabilities associated with the
instruments as the liabilities for these insurance programs are already
reflected on SCST's balance sheet.

At year-end 2001 total balance sheet debt was $129 million compared to
$207 million at year-end 2000. SCST had no significant commitments for capital
expenditures at December 31, 2001. SCST intends to enter into one or more credit
facilities to provide adequate capacity to fund working capital and capital
expenditure requirements. Management believes its current financial condition
and anticipated debt facilities as well as access to capital will be adequate
for current operations, including funding anticipated capital expenditures and
future growth opportunities.

MARKET RISK

SCST is exposed to a variety of market risks, including the effects of
interest rates and fuel prices. To mitigate its exposure to market interest
rates, SCST has certain interest rate swap agreements. SCST acquired interest
rate swaps on a portion of variable rate debt assumed in the Jevic acquisition.
The interest rate swaps hedge a portion of the exposure SCST has to variable
interest rates. The detail of SCST's debt structure, which includes Yellow notes
as well as third-party debt, is more fully described in the notes to the
financial statements. To mitigate our risk to rising fuel prices, Saia and Jevic
each have implemented effective fuel surcharge programs. These programs are well
established within the industry and customer acceptance of fuel surcharges
remains high. Since the amount of fuel surcharge is based on average national
diesel fuel prices and is reset weekly, exposure of SCST to fuel price
volatility is significantly reduced.

The following table provides information about SCST third-party
financial instruments as of December 31, 2001 and 2000. The table presents
principal cash flows (in millions) and related weighted average interest rates
by contractual maturity dates. For interest rate swaps the table presents
notional amounts and weighted average interest rates by contractual maturity.
Weighted average variable rates are based on the LIBOR rate as of December 31,
2001.

-51-

Expected Maturity Date                       2001               2000
----------------------------------------------------  ---------------  ----------------
There-            Fair              Fair
2002     2003     2004    2005     2006    after    Total    Value    Total    Value
------   ------   ------  ------   ------  -------  -------  -------  -------  -------

Fixed Rate Debt                       $ 0.5    $ 0.2    $ 0.3   $ 1.5    $ 1.7    $23.8    $28.0    $28.7    $11.9    $11.8

Average Interest Rate                  7.46%    7.46%    7.46%   7.08%    7.08%    7.20%

Variable Rate Debt                    $ 6.0    $ 0.1    $ 0.2   $ 4.5    $  --    $  --    $10.8    $10.8    $12.2    $12.2

Average Interest Rate                  2.36%    4.03%    4.03%   4.03%    0.00%    0.00%

Interest Rate Derivatives

(Variable to Fixed):

Notional Amount                       $ 6.0    $ 0.1    $ 0.2   $ 4.5    $  --    $  --    $10.8    $11.1    $12.2    $12.1

Average Pay Rate (Fixed)               5.70%    6.06%    7.65%   7.65%     n/a      n/a

Average Receive Rate (Variable)        2.36%    4.03%    4.03%   4.03%     n/a      n/a

OTHER

SCST and its subsidiaries provide a "pay for performance" incentive
compensation plan that rewards employees based on financial goals of operating
income and return on capital as well as personal goals. Consolidated results
include pay for performance accruals for employees of $3.4 million, $2.5 million
and $2.0 million in 2001, 2000 and 1999, respectively. Another component of pay
for performance is SCST participation in Yellow stock option programs, which are
discussed in the notes to the consolidated financial statements.

In 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 142, Goodwill and Other Intangible Assets, which was adopted by
SCST on January 1, 2002. Statement No. 142 requires that at least annually SCST
assess goodwill impairment by applying a fair value based test and that goodwill
no longer be subject to amortization, resulting in an increase in annualized
operating income and net income of $3.3 million. The impact of this new standard
resulted in an impairment charge of approximately $75 million and was recorded
as a cumulative effect of change in accounting principle. The notes to the
consolidated financial statements contain additional information regarding
adoption of this statement.

Also in 2001, the FASB issued Statement No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets. Statement No. 144 addresses
financial accounting and reporting for impairment or disposal of long-lived
assets, superseding FASB Statement 121 and APB Opinion No. 30. Statement No. 144
was effective for SCST as of January 1, 2002. The adoption of this statement had
no material impact on the SCST financial position or results of operations.

-52-

BUSINESS

OVERVIEW

We are a leading transportation company that provides a variety of
trucking transportation and supply chain solutions to a broad range of
industries, including the retail, petrochemical and manufacturing industries.
Through our operating subsidiaries, Saia and Jevic, we serve a wide variety of
customers by offering regional, interregional and national less-than-truckload,
or LTL, services and selected truckload, or TL, services across the United
States, with a focus on regional transportation solutions. None of our
approximately 7,400 employees is represented by a union.

We were organized in 2000 as a wholly owned subsidiary of Yellow to
better manage the regional transportation business. The regional transportation
business consists of (1) Saia, which was acquired by Yellow in 1993 (including
WestEx and Action Express, two western regional subsidiaries acquired in 1995
and 1998 and merged into Saia in 2001), and (2) Jevic, which was acquired by
Yellow in 1999. We will be an independent, publicly held company upon completion
of the distribution. As a result of the distribution, Yellow will own no shares
of our capital stock.

Following the distribution, we will operate two business segments, Saia
and Jevic. In fiscal year 2001, Saia generated revenue of $485 million,
operating income of $9.7 million and EBITDA of $35.0 million. In fiscal year
2001, Jevic generated revenue of $286 million, operating income of $6.0 million
and EBITDA of $29.9 million. Information regarding revenues, operating income
and EBITDA of Saia and Jevic are contained in our audited and unaudited
financial statements contained in this information statement.

OPERATING SUBSIDIARIES

Saia Motor Freight Line, Inc.

Founded in 1924, Saia is a leading regional LTL carrier that serves the
South, Southwest, Pacific Northwest and the West. Saia specializes in offering
its customers a range of premium overnight and second-day LTL services, with
time-definite and expedited options. Within these service options, Saia provides
its customers with the flexibility to handle shipments between 100 and 10,000
pounds.

Saia customers can choose from a wide variety of service options
including one- and two-day regional LTL shipping, guaranteed/expedited delivery,
selective truckload shipping, consolidation/distribution services and
specialized or customized services.

Saia has invested more than $14.0 million since 1998 in technology to
enhance its ability to monitor and manage service operations and profitability.
As a result of the improved data capabilities, Saia has introduced its
trademarked Customer Service Indicators program, allowing customers to monitor
service performance. Customers can access the information via the Internet to
help manage their shipments. The Customer Service Indicators index measures the
following: on-time pickup; on-time delivery; claims settled within 30 days;
claim free deliveries; proof of delivery request turnaround; and invoicing
accuracy. The index provides both Saia and the customer with a report card of
overall service levels.

Saia operates a network comprised of approximately 110 facilities. The
average Saia shipment weighs approximately 1,300 pounds and travels an average
distance of approximately 480 miles. In March 2001, Saia successfully integrated
its WestEx and Action Express affiliates into its operations and expanded its
geographic reach to 21 states. Saia has approximately 5,000 employees.

-53-

Jevic Transportation, Inc.

Founded in 1981, Jevic is a specialized LTL ground transportation
services provider that also offers selective TL services throughout the
continental United States and Canada. Jevic specializes in offering its
customers standard and customized regional transportation solutions based on its
non-traditional Breakbulk-Free(R) operating model, often eliminating the need to
rehandle freight at interim and destination terminals. In 2001, the average
shipment weight was approximately 4,700 pounds, and the average shipment
distance was approximately 725 miles. Jevic has approximately 2,400 employees.

The Jevic approach offers customers a broad line of LTL and TL services
that can accommodate a wider range of shipment sizes and trip lengths than
traditional regional carriers. Jevic develops integrated solutions for customers
designed to lower their overall supply chain costs, which can include
direct-to-customer deliveries, multi-shipper order consolidation for their
inbound supplies, and express and time-definite deliveries. Approximately half
of the Jevic trailers are heated and service customers with
temperature-sensitive requirements. Jevic is a partner with the American
Chemical Council Responsible Care Program and derives over 40% of its revenue
from the chemical and chemical-related sectors.

The technology employed by Jevic is crucial to its Breakbulk-Free(R)
LTL operating model. Jevic uses the Qualcomm OmniTRACS satellite-based
communications system, facilitating the load planning and capacity management
processes critical to its operating structure. To leverage this information,
Jevic has developed a proprietary suite of programs called PreSys(R) (predictive
systems) that allow early warning of potential problems and corrective action to
minimize service failures.

INDUSTRY

In 2001, the trucking industry accounted for 87.3% of total domestic
freight revenue, or $610 billion, and 67.4% of domestic freight volume. Trucks
provide transportation services to virtually every industry operating in the
United States and generally offer higher levels of reliability, shipment
integrity and speed than other surface transportation options.

The trucking industry consists of three segments, including private
fleets and two "for-hire" carrier groups. The private carrier segment consists
of fleets owned and operated by shippers who move their own goods. The two
"for-hire" groups, TL and LTL, are based on the typical shipment sizes handled
by transportation service companies: TL refers to providers transporting
shipments greater than 10,000 pounds and LTL refers to providers transporting
shipments less than 10,000 pounds.

SCST is primarily an LTL carrier. The LTL segment accounted for
approximately $63 billion of revenue in 2001, or 10.3% of total trucking
revenue. According to the American Trucking Association, LTL volume is expected
to grow at a 2.7% compound annual growth rate through 2007, increasing to 3.2%
annually from 2008 through 2013.

LTL transportation providers consolidate numerous orders generally
ranging from 100 to 10,000 pounds from businesses in different locations. Orders
are consolidated at individual locations within a certain radius from service
centers. As a result, LTL carriers require expansive networks of pickup and
delivery operations around local service centers and, with respect to national
carriers, shipments are moved between origin and destination through a series of
regional distribution centers. Depending on the distance shipped, the LTL
segment is typically classified into three sub-groups:

-        Regional -- Average distance is typically less than 500 miles
with a focus on one- and two-day markets. Regional
transportation companies can move shipments directly to their
respective

-54-

destination centers, which increases service reliability and
avoids costs associated with intermediate handling.

-        Interregional -- Average distance is usually between 500 and
1,000 miles with a focus on serving two- and three-day
markets. There is a blurring of lines between regional and
national providers, as each sees the interregional segment as
a growth opportunity, and there are no providers who focus
exclusively on this sector.

-        National -- Average distance is typically in excess of 1,000
miles with focus on service in two- to five-day markets.
National providers rely on interim shipment handling through
hub and spoke networks, which require numerous satellite
service centers, multiple distribution centers, and a relay
network. To gain service and cost advantages, they often ship
directly between service centers, minimizing intermediate
handling.

LTL providers moving shipments over longer distances often transfer
freight among vehicles at regional distribution centers to redirect shipments
destined for the same location. Significant capital is required of LTL
transportation service providers to maintain a network of distribution and
service centers and revenue equipment. The substantial infrastructure spending
needed for LTL carriers makes it difficult for new start-up or small operations
to effectively compete with established companies.

Saia operates as a traditional LTL carrier with a primary focus on
regional LTL one and two-day lanes. Although Jevic focuses on the LTL sector,
its non-traditional operating model allows it to provide high quality service
across sector boundaries of weight (LTL and TL) and distance (regional,
interregional and national).

The TL segment is the largest portion of the "for-hire" truck
transportation market. In 2001 the TL segment generated approximately $274
billion in revenue or 45 percent of total trucking revenue. According to the
American Trucking Association, TL carriers can expect 2.5 percent volume growth
and 4.3 percent revenue growth per annum over the next eleven years. TL carriers
primarily transport large shipments from origin to destination with no
intermediate handling. Although a full truckload can weigh over 40,000 pounds,
it is common for carriers to haul two or three shipments exceeding 10,000 pounds
at one time, making multiple delivery stops.

Because TL carriers do not require an expansive network to provide
point-to-point service, the overall cost structure of industry participants is
typically low relative to LTL service providers. The segment is comprised of a
few motor carriers and numerous small entrepreneurial players. At the most basic
level, a TL company can be started with capital for rolling stock (a tractor and
a trailer), insurance, a driver and little else. As size becomes a factor,
capital is needed for technology infrastructure and some limited facilities.
While Saia does not compete extensively in the TL sector, Jevic derives over
one-third of its revenues from TL services.

Capital requirements are significantly different in the traditional LTL
segment versus the TL segment. In the LTL sector, substantial amounts of capital
are required for a network of terminals, shipment handling equipment and revenue
equipment (both for city pick-up, delivery and line haul). In addition,
investment in effective technology has become increasingly important in the LTL
segment, largely due to the number of transactions and number of customers
served on a daily basis. Saia, for example, picks up approximately 16,000
shipments per day, each of which has a shipper and consignee, and occasionally a
third party, all of whom need access to information in a timely manner. More
importantly, technology plays a key role in improving operations, maximizing
loads and effectively managing yields. Due to the significant infrastructure
spending required, the cost structure is relatively prohibitive to new startup
or small entrepreneurial operations. As a result, the LTL segment is more
concentrated than the TL segment, with a few large national carriers and several
large regional carriers.

-55-

BUSINESS STRATEGY

Saia has grown over the last decade through a combination of organic
growth and the mergers in 2001 of Saia with WestEx and Action Express, regional
LTL companies which had been acquired by Yellow in 1994 and 1998, respectively.
WestEx operated in California and the Southwest, and Action Express operated in
the Pacific Northwest and Rocky Mountain states. Saia has successfully
integrated these two companies, which had contiguous regional coverage with
minimal overlap. All historical segments data for Saia has been restated to give
effect to these mergers.

Yellow recognized Jevic as an opportunity to acquire a complementary
business that would offer additional growth potential to its more traditional
LTL network service. Jevic was acquired by Yellow in July 1999.

Key elements of our business strategy are as follows:

Increase volumes and market share in existing geographies.

We have invested heavily to provide superior customer service and
reliability in order to add volume and increase traffic density within our
existing origination areas. Since volume growth in existing lanes generates
network and planning efficiencies and reduces unit costs, we have targeted key
existing and new accounts in both the Saia and Jevic current coverage areas to
generate new business. We believe we can gain market share by emphasizing our
core service and emerging specialty product capabilities.

Leverage management, technology, and operating best practices to improve core
profitability.

As a result of aggressive management initiatives, expanded
technology-based resources and the ongoing establishment of comprehensive
operating best practice processes, we believe Saia and Jevic are both positioned
to improve operating profitability, capital asset productivity and returns on
capital.

With respect to technology, we have invested over $19 million in the
last three years in our information technology infrastructure that provides a
range of tools to better optimize performance in such critical areas as costing
and yield management, labor productivity and manpower planning, line haul and
pick-up and delivery route optimization analysis, asset utilization and asset
turnover, service metrics and service failure root cause analysis.

In addition, within the operating companies, detailed daily "best
practice" processes have been developed and are being implemented to
institutionalize the use of both planning and actual performance reports to
ensure discipline and accountability throughout the organization. We also
utilize a combination of cross-functional and inter-division teams, regular
management communication and a small number of dedicated positions at the
corporate level to find opportunities to exchange best practices or shared
processes (e.g., pooling purchasing power for insurance and equipment) as well
as resources to support special projects or respond to a particular challenge
(e.g., the recent Saia integration project or the evaluation of new acquisition
or expansion projects).

Expand geographic footprint.

In order to increase our customer service capabilities and
profitability, we actively monitor opportunities to add terminals where we have
sufficient density and economic or competitive conditions show potential for
future volume growth. Both Saia and Jevic have added modest facility capacity in
2002, including expansion to Los Angeles and capacity expansion in Houston by
Jevic, and three new terminals in Oregon, North Carolina and Washington for
Saia.

-56-

Management may also consider acquisitions from time to time to help
expand geographic reach while gaining built-in customer volume. Management
believes integration of acquisitions is one of its core competencies and that it
has developed a repeatable blueprint from its successful experience integrating
WestEx and Action Express into Saia.

Accelerate development of the Saia Western service regions.

Although the integration of WestEx and Action Express into Saia was
successfully completed in March 2001, we believe that we have the opportunity to
substantially grow both revenue and profitability in the West by: aggressively
marketing the Saia brand identity and reputation as a premium provider to new
and existing Western customers and implementing Saia operating best practices to
improve service quality, productivity, increase asset utilization and decrease
administrative costs.

Broaden product lines.

We believe that customers looking to consolidate suppliers will
increasingly seek an even broader range of transportation options from their key
providers. Management has already begun to roll out higher margin services such
as expedited and time-definite deliveries in order to provide customers with a
broader portfolio of shipping options and increase asset utilization.

LABOR

Most regional LTL companies and virtually all TL companies are not
organized by the International Brotherhood of Teamsters, or IBT. By contrast,
the vast majority of employees in the national LTL sector are unionized, and
wages and benefits are governed by a common National Master Freight Agreement
historically renegotiated every three to five years. The current five-year
agreement expires March 31, 2003. Additionally, a few other regional carriers
are unionized in whole or in part by the IBT under "white paper" contracts that
are generally more flexible than the national agreement.

In recent years, due in part to the low unemployment rate in the United
States, the compensation divide between union and non-union carriers has closed
dramatically. However, there are still significant differences in benefit costs
and work rule flexibility. Benefit costs for union carriers remain significantly
above those paid by non-union carriers. In addition, non-union carriers have
more work rule flexibility with respect to hours driven, routes, etc. Work rule
flexibility is a major issue in the regional LTL sector, as flexibility is
required to meet the service levels required by customers.

Our employees are not represented by a collective bargaining unit and
management believes that relations with our employees are good. Two organizing
campaigns were attempted at Saia by the IBT in the last ten years in Houston
(1994) and Dallas (1999-2001), but both campaigns were rejected due to lack of
support. There has only been one IBT organizing campaign in the history of
Jevic. This involved less than 40 Jevic office employees in Chicago, but the
petition for election was withdrawn due to lack of support in May 2001.

PROPERTIES

Saia is headquartered in Duluth, Georgia. Saia currently owns
approximately 30 terminals and the Houma, LA general office facilities and
leases approximately 80 terminals, the Atlanta, GA corporate office and the
Boise, ID general office. Although Saia owns only 27% of its terminal locations,
these locations account for 50% of its door capacity. This follows the Saia
strategy of owning strategically located facilities that are integral to its
operations and leasing terminals in smaller markets to allow for more
flexibility. As of December 31, 2001, Saia owned 2,341 tractors and 7,748
trailers.

-57-

Top 20 Saia Terminals by Number of Doors

Location/terminal                                  Own/lease         Doors
----------------------------------------------  ---------------  -------------

Atlanta, GA                                            Own            224

Dallas, TX                                             Own            178

Memphis, TN                                            Own            120

Charlotte, NC                                          Own            108

Houston, TX                                            Own            108

New Orleans, LA                                        Own             86

Los Angeles, CA                                      Lease             80

Miami, FL                                              Own             66

Jacksonville, FL                                       Own             64

Birmingham, AL                                         Own             59

Phoenix, AZ                                          Lease             59

Tyler, TX                                            Lease             57

Oklahoma City, OK                                      Own             56

Tampa, FL                                              Own             51

Greensboro, NC                                         Own             49

Lafayette, LA                                          Own             48

Little Rock, AR                                        Own             44

Sacramento, CA                                       Lease             44

Seattle, WA                                          Lease             44

Nashville, TN                                        Lease             42

Jevic is headquartered in Delanco, New Jersey and originates shipments
primarily east of the Mississippi River, but provides services to customers
throughout the continental United States and Canada through ten origination
facilities. As of December 31, 2001, Jevic owned 1,300 tractors and 2,727
trailers.

Jevic Facilities

Location                                           Own/lease         Doors
----------------------------------------------  ---------------  -------------

Delanco, NJ                                            Own            108

Chicago, IL                                            Own            100

Charlotte, NC                                        Lease            100

Cleveland, OH                                        Lease             84

-58-

Jevic Facilities

Location                                           Own/lease         Doors
----------------------------------------------  ---------------  -------------

New England                                             Own            80

Atlanta, GA                                           Lease            74

Cincinnati, OH                                        Lease            72

Newark, NJ                                            Lease            58

Houston, TX                                           Lease            40

Los Angeles, CA                                       Lease            32

Willingboro, NJ (maintenance facility)                Lease            13

COMPETITION

Shippers have an increasingly wide range of choices. We believe that
service quality, performance, service variety, responsiveness and flexibility
are the important competitive differentiators.

SCST focuses primarily on regional business and operates in a highly
competitive environment against a wide range of transportation service
providers. These competitors include a small number of large, national
transportation services providers in the national market and two-day markets and
a large number of shorter-haul or regional transportation companies in the
two-day and overnight market. In the last two years, Jevic has faced intense
competition in certain Northeast markets from a newly-established company that
employs numerous former Jevic employees and that actively solicits business from
Jevic customers. SCST also competes in and against several modes of
transportation, including LTL, truckload and private fleets. Entry into the LTL
trucking industry on a small scale with a limited service area is relatively
easy. The larger the service area, the greater the barriers to entry due to the
need for broader geographic coverage and additional equipment and facility
requirements associated with this coverage. The level of technology applications
required and the ability to generate shipment densities that provide adequate
labor and equipment utilization also make larger-scale entry into the market
difficult.

REGULATION

The trucking industry is subject to regulatory and legislative changes
that can have a material adverse effect on our operations.

Historically, the Interstate Commerce Commission and various state
agencies regulated the operating rights, accounting systems, rates and charges,
safety, mergers and acquisitions, periodic financial reporting and other matters
of major carriers. In 1995, federal legislation was passed that preempted state
regulation of prices, rates, and services of motor carriers and eliminated the
Interstate Commerce Commission. Several Interstate Commerce Commission functions
were transferred to the Department of Transportation, but a lack of regulations
implementing such transfers currently prevents us from assessing the full impact
of this action.

Our motor carrier operations are also subject to environmental laws and
regulations, including laws and regulations dealing with underground fuel
storage tanks, the transportation of hazardous materials and other environmental
matters. We have established programs to comply with all applicable
environmental regulations. As part of our safety and risk management program, we
periodically perform internal environmental reviews to

-59-

achieve environmental compliance and avoid environmental risk. If we fail to
comply with the applicable regulations, then we could be subject to substantial
fines or penalties and to civil and criminal liability.

Our operations involve certain inherent environmental risks. We
maintain bulk fuel storage and fuel islands at several of our facilities. Our
operations involve the risks of fuel spillage or seepage, environmental damage
and hazardous waste disposal, among others. We have instituted programs to
monitor and control environmental risks and ensure compliance with applicable
environmental laws. Operations conducted in industrial areas, where truck
terminals are normally located, and where groundwater or other forms of
environmental contamination may have occurred, potentially expose us to claims
that we contributed to the environmental contamination. We believe that we are
currently in compliance with applicable laws and regulations and that the cost
of compliance has not materially affected results of operations.

LEGAL PROCEEDINGS

Saia and Jevic are both subject to ordinary-course litigation arising
out of personal injury, property damage, freight and employment claims. None of
these legal actions separately or in the aggregate are viewed by management to
be excessive compared to historical trends, nor are they expected to have a
material adverse effect on our financial condition.

SEASONALITY

Our revenues are subject to seasonal variations. Customers tend to
reduce shipments after the winter holiday season, and operating expenses tend to
be higher in the winter months primarily due to lower capacity utilization.
Generally, the first quarter is the weakest while the third is the strongest.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and information as to the
persons who are expected to serve as directors and executive officers of SCST
immediately after the distribution. We anticipate that following the
distribution, the number of directors on our Board of Directors will initially
be set at six. Our Board of Directors will be divided into three classes.
Approximately one third will be Class 1 directors, with terms expiring at the
annual meeting of shareholders to be held in 2003, approximately one third will
be Class 2 directors with terms expiring at the annual meeting of shareholders
to be held in 2004 and approximately one third will be Class 3 directors with
terms expiring at the annual meeting of shareholders to be held in 2005.
Commencing with the annual meeting of shareholders to be held in 2003, directors
for each class will be elected at the annual meeting of shareholders held in the
year in which the term for that class expires and thereafter will serve for a
term of three years.

Name                               Age    Expected Position with SCST
----                               ---    ---------------------------

Herbert A. Trucksess, III          53     Chairman, President and Chief Executive Officer, SCS Transportation, Inc.

Richard D. O'Dell                  41     President and Chief Executive Officer, Saia Motor Freight Line, Inc.

Paul J. Karvois                    48     President and Chief Executive Officer, Jevic Transportation, Inc.

James J. Bellinghausen             40     Vice President and Chief Financial Officer, SCS Transportation, Inc.

John P. Burton                     46     Vice President, Marketing and External Affairs, SCS Transportation, Inc.

Klaus E. Agthe                     72     Director

Mark A. Ernst                      44     Director

John J. Holland                    52     Director

James A. Olson                     60     Director

Douglas W. Rockel                  46     Director

Herbert A. Trucksess, III. Mr. Trucksess is Chairman of the Board of
Directors and will serve as a Class 1 director. Mr. Trucksess was named
President and Chief Executive Officer of the Yellow Regional Transportation
Group (now SCS Transportation, Inc.) in February 2000. Mr. Trucksess had been
Senior Vice President and Chief Financial Officer of Yellow Corporation since
June 1994.

Richard D. O'Dell. Mr. O'Dell was named President and Chief Executive
Officer of Saia in November 1999. Mr. O'Dell joined Saia in 1997 as Vice
President of Finance and Administration.

Paul J. Karvois. Mr. Karvois became President and Chief Executive
Officer of Jevic in January 2000, having served as President since March 1997.

James J. Bellinghausen. Mr. Bellinghausen was named to the position of
Vice President of Finance and Chief Financial Officer for SCST in April 2000.
Mr. Bellinghausen joined Yellow Corporation in August 1998 as Director of
Corporate Accounting. Prior to joining Yellow, Mr. Bellinghausen had 14 years of
experience in public accounting.

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John P. Burton. Mr. Burton was named Vice President, Marketing and
External Affairs for SCST in January 2002 having previously served as Vice
President of the regional carrier group of Yellow Corporation from November 2000
to December 2001. Mr. Burton was Senior Director of Sales Administration at
Yellow Freight from 1997 to 1999 and was promoted to Vice President of Channel
Marketing in July 1999.

Klaus E. Agthe. Dr. Agthe is expected to be elected as a Class 3
director of SCST immediately prior to the distribution. He is a business
consultant with Agthe Consult, Inc. Dr. Agthe was a director of Yellow
Corporation from 1985 through April 2001.

Mark A. Ernst. Mr. Ernst is expected to be elected as a Class 3
director of SCST immediately prior to the distribution. He is President, Chief
Executive Officer and a member of the Board of Directors of H&R Block Inc., a
financial services company. Prior to joining H&R Block in September 1998, Mr.
Ernst was a vice president with American Express Company. Mr. Ernst is a member
of the Board of Directors of Great Plains Energy.

John J. Holland. Mr. Holland is expected to be elected as a Class 2
director of SCST immediately prior to the distribution. He has been the
President and Chief Executive Officer and a director of Butler Manufacturing
Company, a manufacturer of prefabricated buildings, since July 1999 and Chairman
of the Board of Directors of Butler since November 2001. Prior to that he held
various other positions at Butler.

James A. Olson. Mr. Olson is expected to be elected as a Class 1
director of SCST immediately prior to the distribution. He retired in March 1999
from Ernst & Young LLP after 32 years. He is presently a partner and the Chief
Financial Officer of Plaza Belmont LLC, a private equity fund.

Douglas W. Rockel. Mr. Rockel is expected to be elected as a Class 2
director of SCST immediately prior to the distribution. He has been President,
Chief Executive Officer and Chairman of the Board of Directors of Roots, Inc., a
private commercial real estate development and investment company since August
2001. Prior to that time, Mr. Rockel was a Senior Vice President with ABN Amro
Securities (formerly ING Barings) from February 1997 to July 2001.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company will have two standing committees:  Compensation and Audit.

COMPENSATION COMMITTEE

The Compensation Committee will be comprised solely of directors who
are not SCST employees. The Compensation Committee will periodically review the
compensation philosophy, policies and practices of SCST and make recommendations
to the Board of Directors concerning major changes as appropriate. It will
annually review changes in SCST employee benefit and retirement plans and report
on those changes to the Board of Directors. The committee will also administer
SCST's incentive and deferred compensation plans and approve, and in some cases
recommend to the Board of Directors for approval, the compensation of
employee-directors, officers, and principal executives of SCST. The members of
the Compensation Committee are expected to be Dr. Agthe (chairman), Mr. Ernst
and Mr. Rockel.

AUDIT COMMITTEE

The Audit Committee will be comprised solely of directors who are not SCST
employees. The Audit Committee will review and evaluate the scope of the audits
to be performed, the adequacy of services performed by, and the fees and
compensation of the independent auditors and receive and review a report from
the independent auditors prior to the publication of the audited financial
statements of SCST. It will also consider and 

-62-

recommend to the Board of Directors the selection of the independent auditors to
examine the consolidated financial statements of SCST for the next year. It will
review and evaluate the scope and appropriateness of the SCST internal audit
programs and plans and its system of internal control. The committee will review
and evaluate the appropriateness of SCST's accounting principles and practices
and financial reporting and receive periodic internal audit and legal reports on
a number of matters, including compliance with SCST's policy on legal and
ethical conduct. Members of the Audit Committee are expected to be Mr. Olson
(chairman), Dr. Agthe and Mr. Holland.

COMPENSATION OF DIRECTORS AND NON-EMPLOYEE DIRECTOR PLAN

Each nonemployee director of SCST will receive a retainer of $20,000
per year and an attendance fee of $1,000 for each Board and Committee meeting
attended. Nonemployee directors who served as chairman of a committee of the
Board of Directors will receive an annual fee of $5,000 in consideration of that
service. Nonemployee directors will receive 50 percent of their retainer fee in
stock of SCST and will be able to elect annually to receive up to 100 percent of
their retainer in stock of SCST. Each January 1, nonemployee directors will
receive a stock option grant at a value to be determined. These stock option
grants will vest six months from the date of grant and expire five years from
the date of grant.

COMPENSATION OF EXECUTIVE OFFICERS

The following tables set forth information concerning annual and
long-term compensation for services rendered to Yellow or the applicable
subsidiary for fiscal 2001, 2000 and 1999 by those persons who are expected to
be the Chief Executive Officer and the other four most highly compensated
executive officers of SCST (determined by reference to fiscal 2001 compensation)
immediately following the distribution (the "Named Executive Officers").

Long-term
Compensation
Annual Compensation                 Awards           Payouts
----------------------------------  --------------------   ---------
LTIP
---------
Other      Restricted
Name and Current                                               Annual        Stock    Options/    Payouts    All Other
Principal Position           Year     Salary ($)   Bonus ($)   Comp. ($)  Awards ($)  SARs (#)   Comp. ($)   Comp. ($)
------------------           ----     ----------   ---------   ---------  ----------  --------   ---------   ---------

Herbert A. Trucksess III     2001       368,750      74,554          0        0             0/0  142,916        2,550(2)
President, SCS               2000       343,167     172,774     54,940(1)     0        95,000/0        0        2,550(2)
Transportation, Inc.         1999       261,500     158,003          0        0        50,000/0        0        2,400(2)

Richard D. O'Dell            2001       260,016      46,830          0        0             0/0   80,897       16,972(3)
President, Saia Motor        2000       220,016           0          0        0        11,000/0        0        6,127(3)
Freight Line, Inc.           1999       143,633      23,930          0        0        35,000/0        0       61,264(3)

Paul J. Karvois              2001       297,120           0          0        0             0/0   80,897       27,168(4)
President, Jevic             2000       285,913           0          0        0        30,000/0        0       12,132(4)
Transportation, Inc.         1999       275,120     123,800          0        0         7,000/0        0       10,950(4)

James J. Bellinghausen       2001       138,054      22,837          0        0             0/0        0        2,550(2)

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Long-term
Compensation
Annual Compensation                 Awards           Payouts
----------------------------------  --------------------   ---------
LTIP
---------
Other      Restricted
Name and Current                                               Annual        Stock    Options/    Payouts    All Other
Principal Position           Year     Salary ($)   Bonus ($)   Comp. ($)  Awards ($)  SARs (#)   Comp. ($)   Comp. ($)
------------------           ----     ----------   ---------   ---------  ----------  --------   ---------   ---------

Vice President and           2000       137,818      46,802          0        0        15,000/0       0         2,320(2)
Chief Financial Officer,     1999       107,640      36,199          0        0         1,500/0       0         1,226(2)
SCS Transportation, Inc.

John P. Burton               2001       158,919      30,447          0        0             0/0       0         2,125(2)
Vice President,              2000       157,391      82,134          0        0         5,000/0       0         2,125(2)
SCS Transportation, Inc.     1999       149,168      65,440          0        0        10,000/0       0         1,807(2)

(1)  The Named Executive Officers receive certain perquisites from Yellow, Saia,
Jevic or SCST, as the case may be. With the exception of Mr. Trucksess in
2000, such perquisites did not reach the threshold for reporting of $50,000
or ten percent of salary and bonus set forth in the applicable rules of the
Securities and Exchange Commission. Mr. Trucksess' other annual
compensation in 2000 included $7,200 for car allowance, $42,436 for
reimbursement of club initiation fees, $2,840 for tax preparation and
$2,464 for spouse travel.

(2)  The compensation amounts include matching contributions under Yellow's
401(k) portion of its defined benefit plan.

(3)  The compensation amounts includes matching contributions under Saia 401(k)
benefit plan and Saia capital accumulation plan.

(4)  The compensation amounts include matching contributions under Jevic 401(k)
benefit plan, Jevic capital accumulation plan and earnings from a split
dollar life insurance policy.

OPTIONS AND STOCK APPRECIATION RIGHTS

The following table summarizes the Yellow stock option exercises by the
Named Executive Officers during 2001, and the year-end value of the options.
There were no option and SAR grants made in the fiscal year ended December 31,
2001 to the Named Executive Officers.

-64-

OPTION AND SAR EXERCISES AND YEAR END VALUE TABLE(1)
Value of          Value of
Number of        Number of         Unexercised       Unexercised
Unexercised      Unexercised       In-the-Money      In-the-Money
Shares                     Options at       SAR's at          Options at         SAR's at
Acquired       Value        FY-End (#)       FY-End (#)        FY-End ($)        FY-End ($)
on        Realized     Exercisable/      Exercisable/      Exercisable/      Exercisable/
Name                      Exercise (#)      ($)       Unexercisable    Unexercisable     Unexercisable      Unexercisable
----                      ------------   ---------    -------------    -------------     -------------      -------------

Herbert A. Trucksess III       91,750     889,963    106,250/100,000        0             464,062/917,863         0

Richard D. O'Dell              15,750      77,323      26,250/10,250        0             101,119/250,225         0

Paul J. Karvois                16,750      91,914           0/20,250        0                   0/162,431         0

James J. Bellinghausen          6,375      46,225           0/12,250        0                   0/122,677         0

John P. Burton                  6,250      37,184        6,500/9,250        0               13,838/82,166         0

-----------------------
(1)    All options become exercisable in four equal annual installments. All
options were granted with an exercise price equal to the closing price of
Yellow common stock as reported by The Nasdaq National Market on the date
of each grant. The time at which options become exercisable is
accelerated upon the occurrence of certain events, including total
permanent disability or death of the grantee while in the employ of
Yellow, if Yellow is wholly or partially liquidated, or is a party to a
merger, consolidation or reorganization in which it or an entity
controlled by it is not the surviving entity. Options exercised may be
paid for in cash or by delivery of shares owned by the grantee. The value
of Yellow common stock on December 31, 2001 was $25.10.

RETIREMENT PLANS

Defined Contribution Plans

Saia and Jevic each sponsor a defined contribution retirement plan that
contains provisions for cash or deferred arrangements under Section 401(k) of
the Internal Revenue Code. The arrangements allow eligible employees to
contribute a percentage of annual compensation, before federal income taxes, to
the plan. For 2002, the maximum annual contribution is $11,000 of compensation,
not to exceed $200,000. In addition, a participant who is at least age 50 or
attains age 50 during the year may elect a "catch-up contribution" of up to
$1,000.

To encourage plan participation, Saia and Jevic match employee
contributions at the rate of 50% up to a maximum employee contribution of 6% of
annual compensation. Under the Saia plan, matching company contributions are
vested immediately. Under the Jevic plan, matching company contributions vest
progressively over a six-year period unless termination is the result of death
or disability in which case the matching company contributions are 100% vested.

A participant may choose to invest his or her account balance among one
or a combination of mutual funds that are valued on a daily basis. SCST stock is
not an available investment option under either plan.

Account balances become distributable to the participant at the
cessation of employment, retirement on or after age 65 or death. Participants
have various options available to them as to the timing and method of
distribution.

The Named Executive Officers participate in their respective company
plans and the executive officers of SCST are eligible to participate in the Saia
plan. The amounts which the Named Executive Officers have

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chosen to contribute to the defined contribution plans are included in the
salary column of the Summary Compensation Table and the matching contributions
are included in the All Other Compensation column.

Non-Qualified Deferred Compensation Plan

Saia and Jevic each maintain a non-qualified deferred compensation
plan, titled the Capital Accumulation Plan. The officers of SCST and Saia are
eligible to participate in the Saia Capital Accumulation Plan and the senior
officers of Jevic are eligible to participate in the Jevic Capital Accumulation
Plan.

Annually, each company contributes an amount equal to 5% of the annual
compensation of each participant, base salary plus annual incentive plan
payment, to the plan for their respective eligible participants. In addition, to
the extent a participant contribution to their respective 401(k) plan is limited
under restrictions placed on "Highly Compensated Employees" under ERISA, the
participant may elect to contribute the limited amount to the Capital
Accumulation Plan. To the extent each company was unable to match participant
contributions under the 401(k) plan because of the ERISA limitations, the
matching contributions will be made by each company to the Capital Accumulation
Plan.

The plan also allows the participant to make an elective deferral each
year of up to 50% of base salary or 100% of any annual incentive plan payment.
The participant must irrevocably elect the elective deferral on or before
November 30 of the year preceding the year for which compensation is being
deferred.

The plans are designed to provide the same investment options to
participants as are available under their respective 401(k) plans. Participants
may elect to transfer balances between investment funds at any time throughout
the year.

Plan balances become distributable to the participant upon termination
of employment. The company matching contributions under the 401(k) plans become
distributable as provided in the 401(k) plan of each participant. In order to be
eligible to receive payment of the 5% annual company contribution, the
participant must have been employed by the company or an affiliated company,
including service with Yellow prior to the separation of SCST from Yellow, for a
period of at least five years unless termination is the result of disability or
death.

If a participant is terminated for cause, as defined under the
applicable plan, all amounts plus investment earnings attributable to the 5%
annual company contribution are forfeited.

STOCK OPTION PLANS

SCST is exploring its options with respect to a variety of employee
benefit plans in connection with the distribution.

EMPLOYMENT AND SEVERANCE AGREEMENTS

Employment Agreements.

SCST intends to enter into an executive employment agreement with each
of the Named Executive Officers.

Executive Severance Agreements.

SCST intends to enter into an executive severance agreement (the
"Agreements") with each of the Named Executive Officers.

-66-

In the event of a "Change of Control" of SCST followed within two years
by (1) the termination of the executive's employment for any reason other than
death, disability, retirement or "cause" or (2) the resignation of the executive
due to an adverse change in title, authority or duties, a transfer to a new
location, a reduction in salary, or reduction in fringe benefits or annual bonus
below a level consistent with SCST's practice prior to the Change of Control,
the Agreements will provide that the executive be paid a lump sum cash amount
equal to two times the executive's highest compensation (salary plus bonus) for
any consecutive 12-month period within the previous three years, except that the
Agreement with Mr. Trucksess will provide that he be paid a lump sum cash amount
equal to the sum of three times his highest compensation (salary plus bonus) for
any consecutive 12-month period within the previous three years. In addition,
during the two years following a termination of resignation described in clauses
(1) and (2) above (three years in the case of Mr. Trucksess), the executive will
be entitled to receive medical, life insurance, and long-term disability
benefits available to key executives. The above-described payments will also
subject to a gross-up provision in the event that it is determined that the
benefits provided by the Agreements are subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986.

A termination is for "cause" if it is the result of a conviction of a
felony involving moral turpitude, which is no longer subject to direct appeal,
or an adjudication, which is no longer subject to direct appeal, that the
executive is mentally incompetent or that he is liable for willful misconduct in
the performance of his duty to SCST which is demonstrably and materially
injurious to SCST.

For the purpose of the Agreements, a "Change of Control" will be deemed
to have taken place if: (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, purchases or otherwise
acquires shares of SCST and as a result thereof becomes the beneficial owner of
shares of SCST having 20% or more of the total number of votes that may be cast
for the election of directors of SCST; or (ii) as the result of, or in
connection with any cash tender or exchange offer, merger or other business
combination, or contested election, or any combination of the foregoing
transactions, the directors then serving on the Board of Directors cease to
constitute a majority of the Board of Directors of SCST or any successor to
SCST.

-67-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SCST is currently a wholly owned subsidiary of Yellow and its results
have been included in the Yellow consolidated financial results. After the
distribution, the results of operations of SCST will no longer be consolidated
with Yellow, and SCST will be an independent public company. Furthermore, except
as described in "Arrangements Between Yellow and SCST Relating to the
Distribution," all contractual relationships existing prior to the distribution
between Yellow and SCST will be terminated except for commercial relationships
in the ordinary course of business. Prior to the distribution, Yellow and SCST
will enter into certain agreements governing their relationship subsequent to
the distribution and providing for the allocation of tax and other liabilities
and obligations arising from periods prior to or including the distribution.
Each of Yellow and SCST believes that the agreements are fair. Copies of the
forms of the material agreements have been or will be filed as exhibits to the
Registration Statement on Form 10 of which this information statement is a part.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SCST is currently a wholly-owned subsidiary of Yellow. To the extent
directors and executive officers own or will own Yellow common stock prior to
the distribution, they will receive shares of SCST common stock in the
distribution on the same basis as other holders of Yellow common stock.

The following table sets forth information regarding the beneficial
ownership of SCST common stock immediately after the distribution, as if the
distribution took place on June 30, 2002 by

(1)      each person or entity known by Yellow who would beneficially
own more than 5% of the outstanding SCST common stock;

(2)      each of the persons who are expected to serve as directors of
SCST;

(3)      each of the Named Executive Officers; and

(4)      all persons expected to be SCST directors and executive
officers after the distribution, as a group.

The information below is based on the number of shares of Yellow common
stock beneficially owned by each entity or person at June 30, 2002 as evidenced
by Yellow's records and a review of statements filed with the Securities and
Exchange Commission pursuant to Section 13(d) or 13(g) of the Exchange Act, as
adjusted to give effect to the distribution. The percentage ownership of SCST
common stock held by any entity or person immediately following the distribution
will be approximately the same as the percentage ownership of such entity or
person immediately prior to the distribution. Percentage ownership is calculated
based on 29,151,756 shares of Yellow common stock outstanding on June 30, 2002,
excluding shares held in Yellow's treasury, or 14,575,878 shares of SCST common
stock after giving effect to the distribution ratio of one share of SCST common
stock for every two shares of Yellow common stock. Except as set forth in the
table below, upon completion of the distribution, we do not expect any entity or
person to own more than five percent of SCST's outstanding common stock.

Share ownership of directors and Named Executive Officers is as of June
30, 2002 and includes (i) shares in which they may be deemed to have a
beneficial interest; (ii) shares to be credited to individual accounts in the
Yellow Stock Sharing Plan which will receive the SCST dividend, a qualified
savings and defined contribution plan; and (iii) shares subject to options in
Yellow common stock that are exercisable on or prior to sixty days after the
date first mentioned above pursuant to the 1992, 1996, 1997 and 1999 Yellow
stock option plans that shall be converted into equivalent options in SCST
common stock as of the distribution date. See "Treatment of Options and
Restricted Stock."

Amount and Nature of          Percent of
Name and Address of Beneficial Owner         Beneficial Ownership (1)        Class (2)
------------------------------------         ------------------------        ---------

Dimensional Fund Advisors, Inc.                        912,050 (3)               6.2
1299 Ocean Avenue
Santa Monica, CA 90401

Barclays Global Fund Advisors                          801,430 (4)               5.5
45 Fremont St.
San Francisco, CA 94105
Klaus E. Agthe                                           3,217                    *

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Mark A. Ernst                                                0
John J. Holland                                              0
James A. Olson                                               0
Douglas W. Rockel                                            0
Herbert A. Trucksess III                               141,256 (5)               1.0
Richard D. O'Dell                                            0
Paul J. Karvois                                          7,500 (6)                *
James J. Bellinghausen                                   4,750 (7)                *
John P. Burton                                           8,000 (8)                *
All directors and executive officers as a              164,723 (9)                *
group (10 persons)

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

(1)    Direct ownership unless indicated otherwise. The share numbers in this
table only reflect options to purchase Yellow common stock and not any
options to purchase SCST common stock that will be issued in exchange for
options to purchase Yellow common stock upon the distribution because
such number is determined by a calculation that requires the price of
Yellow common stock immediately prior to the distribution and SCST common
stock immediately after the distribution.

(2)    * Indicates less than 1% ownership.

(3)    According to information provided to Yellow, Dimensional Fund Advisors,
Inc. had the following voting and dispositive powers with respect to such
shares: (a) sole voting power, 912,050 shares; (b) shared voting power, 0
shares; (c) sole dispositive power, 912,050 shares and (d) shared
dispositive power, 0 shares.

(4)    According to information provided to Yellow, Barclays Global Fund
Advisors had the following voting and dispositive powers with respect to
such shares: (a) sole voting power, 767,085 shares; (b) shared voting
power, 0 shares; (c) sole dispositive power, 801,430 shares; and (d)
shared dispositive power, 0 shares.

(5)    Includes 141,250 shares subject to option and 6 SCST shares to be
credited to the account of Mr. Trucksess in the Yellow Stock Sharing
Plan.

(6)    Includes 7,500 shares subject to option.

(7)    Includes 4,750 shares subject to option.

(8)    Includes 8,000 shares subject to option.

(9)    Includes 161,500 shares subject to option and 6 shares to be credited to
the account of an Executive Officer in the Yellow Stock Sharing Plan.

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DESCRIPTION OF CAPITAL STOCK OF SCST

The following information reflects the SCST amended and restated
certificate of incorporation and by-laws as these documents will be in effect at
the time of the distribution.

AUTHORIZED CAPITAL STOCK

After the distribution, the authorized capital stock of SCST will
consist of 50,000,000 shares of common stock, par value $0.001 per share, of
which 25,000,000 shares are designated Common Stock, and 50,000 shares of
preferred stock, par value $0.001 per share, of which 5,000 shares are
designated Series A Junior Participating Preferred Stock. Based on the number of
shares of Yellow common stock outstanding on June 30, 2002, 14,575,878 shares of
common stock will be transferred by Yellow to its shareholders (one share of
SCST common stock for each two shares of Yellow common stock held) in the
distribution. There are no shares of SCST preferred stock outstanding.

COMMON STOCK AND PREFERRED STOCK

The SCST amended and restated certificate of incorporation authorizes
the Board of Directors to establish one or more series of common stock and
preferred stock, and authorizes the Board of Directors to determine, with
respect to any series, the designations, preferences of such series, and any
qualifications, limitations or restrictions thereof.

The provisions authorizing the SCST Board of Directors to issue common
stock or preferred stock in any series with such terms as it may designate will
provide SCST with flexibility in structuring possible future financings and
acquisitions, and in meeting other corporate needs which might arise. The
authorized shares of preferred stock, as well as shares of common stock, will be
available for issuance without further action by shareholders, unless such
action is required by applicable law or the rules of The Nasdaq National Market.
Those rules currently require shareholder approval as a prerequisite to listing
shares in several instances, including where the present or potential issuance
of shares could result in an increase in the number of shares of common stock,
or in the amount of voting securities outstanding of at least 20%. If the
approval of the SCST shareholders is not required for the issuance of shares of
its preferred stock or its common stock, the Board of Directors may determine
not to seek shareholder approval.

COMMON STOCK

Subject to the prior rights of the holders of all classes or series of
preferred stock or common stock other than Common Stock, (x) each outstanding
share of Common Stock will be entitled to such dividends as may be declared from
time to time by the SCST Board of Directors and (y) in the event of liquidation,
dissolution or winding up of SCST, holders of Common Stock will be entitled to
receive the assets remaining after provision for payment of SCST creditors. Each
outstanding share of Common Stock will be entitled to one vote on all matters
submitted to a vote of shareholders.

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

As of the distribution date, 5,000 shares of SCST preferred stock will
be designated "Series A Junior Participating Preferred Stock" and will be
reserved for issuance upon exercise of rights under the SCST rights agreement.
For a more detailed discussion of the SCST rights plan and its Series A Junior
Participating Preferred Stock, please see "Purposes and Effects of Certain
Charter and By-law Provisions and Certain Anti-Takeover Effects -- Rights
Agreement."

-71-

PREEMPTIVE RIGHTS

Except as may be provided in any preferred stock designation, no holder
of any class of SCST stock authorized at the time of the distribution will have
any preemptive right to subscribe to any of SCST's securities of any kind.

-72-

PURPOSES AND EFFECTS OF CERTAIN CHARTER AND BY-LAW PROVISIONS AND CERTAIN
ANTI-TAKEOVER EFFECTS

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

The SCST amended and restated certificate of incorporation authorizes
the Board of Directors to establish one or more series of common stock and
preferred stock, and authorizes the Board of Directors to determine, with
respect to any series, the designations, preferences of such series, and any
qualifications, limitations or restrictions thereof. One of the effects of the
existence of unissued common and preferred stock may be to enable the Board of
Directors to render more difficult or to discourage an attempt to obtain control
of SCST by means of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of SCST management. If, in the due exercise of
its fiduciary obligations, for example, the SCST Board of Directors were to
determine that a takeover proposal was not in SCST's best interests, such shares
could be issued by the SCST Board of Directors without shareholder approval in
one or more private placements or other transactions that might prevent or
render more difficult or costly the completion of the takeover transaction by
diluting the voting or other rights of the proposed acquirer or insurgent
shareholder or shareholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the position of the
incumbent board of directors, or by effecting an acquisition that might
complicate or preclude the takeover. Although Delaware law and the SCST amended
and restated certificate of incorporation would not require shareholder approval
to issue authorized shares, The Nasdaq National Market, on which the SCST common
stock is expected to be admitted for trading, currently requires shareholder
approval of certain issuances as a condition of listing the additional shares
or, in some instances, of continued listing of the outstanding shares.

BOARD OF DIRECTORS

The SCST amended and restated certificate of incorporation provides
that the number of our directors will be fixed from time to time exclusively
pursuant to a resolution adopted by a majority of the total number of directors
which we would have if there were no vacancies, but shall not be less than
three. Our directors will be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, one class to be originally elected for a term expiring at the annual
meeting of shareholders to be held in 2003, another class to be originally
elected for a term expiring at the annual meeting of shareholders to be held in
2004 and another class to be originally elected for a term expiring at the
annual meeting of shareholders to be held in 2005, with each director to hold
office until his or her successor is duly elected and qualified. Commencing with
the 2003 annual meeting of shareholders, directors elected to succeed directors
whose terms then expire will be elected for a term of office to expire at the
third succeeding annual meeting of shareholders after their election, with each
director to hold office until such person's successor is duly elected and
qualified.

NO SHAREHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

The SCST amended and restated certificate of incorporation and by-laws
provide that any action required or permitted to be taken by our shareholders
must be effected at a duly called annual or special meeting of such holders and
may not be effected by written consent. Except as otherwise required by law,
special meetings of our shareholders for any purpose or purposes may be called
only by the Board of Directors pursuant to a resolution stating the purpose or
purposes thereof approved by a majority of the total number of directors which
SCST would have if there were no vacancies on the Board of Directors or by the
chairman of the Board of Directors or the chief executive officer. These
provisions may have the effect of delaying consideration of a shareholder
proposal until the next annual meeting unless a special meeting is called by the
Board of Directors, the chairman of the Board or the chief executive officer.

-73-

ADVANCE NOTICE PROCEDURES

The SCST amended and restated by-laws establish an advance notice
procedure for shareholders to make nominations of candidates for election as
directors or to bring other business before an annual meeting of our
shareholders. Our shareholder notice procedure provides that only persons who
are nominated by, or at the direction of, our chairman of the Board of
Directors, or by a shareholder who has given timely written notice to our
secretary prior to the meeting at which directors are to be elected, will be
eligible for election as our directors. Our shareholder notice procedure also
provides that at an annual meeting only such business may be conducted as has
been brought before the meeting by, or at the direction of, our Board of
Directors, our chairman of the Board, or by a shareholder who has given timely
written notice to our secretary of such shareholder's intention to bring such
business before such meeting. Under our shareholder notice procedure, for notice
of shareholder nominations to be made at an annual meeting to be timely, such
notice must be received by our secretary not later than the close of business on
the 90th calendar day nor earlier than the close of business on the 120th
calendar day prior to the first anniversary of the first mailing of the SCST
proxy statement of the preceding year's annual meeting, except that, in the
event that the date of the annual meeting is more than 30 calendar days before
or more than 60 calendar days after such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the close of
business on the 90th calendar day prior to such annual meeting and not later
than the close of business on the later of the 60th calendar day prior to such
annual meeting or the 10th calendar day following the day on which public
announcement of a meeting date is first made by us.

Notwithstanding the foregoing, in the event that the number of
directors to be elected to our Board of Directors is increased and there is no
public announcement by us naming all of the nominees for director or specifying
the size of our increased Board at least 30 calendar days prior to the annual
meeting, a shareholder's notice also will be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered not later than the close of business on the 10th calendar day
following the day on which such public announcement is first made by us. Under
our shareholder notice procedure, for notice of a shareholder nomination to be
made at a special meeting at which directors are to be elected to be timely,
such notice must be received by us not earlier than the close of business on the
120th calendar day prior to such special meeting and not later than the close of
business on the later of the 90th calendar day prior to such special meeting or
the 10th calendar day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by our
Board of Directors to be elected at such meeting.

In addition, under our shareholder notice procedure, a shareholder's
notice to us proposing to nominate a person for election as a director or
relating to the conduct of business other than the nomination of directors must
contain the information required by our amended and restated by-laws. If the
chairman of a meeting determines that an individual was not nominated, or other
business was not brought before the meeting, in accordance with our shareholder
notice procedure, such individual will not be eligible for election as a
director, or such business will not be conducted at such meeting, as the case
may be.

AMENDMENTS

The SCST amended and restated certificate of incorporation preserves
the right of SCST to amend or change any provision of the certificate of
incorporation, but provides that the affirmative vote of the holders of at least
66 2/3% of the SCST voting stock then outstanding, voting together as a single
class, is required to amend provisions of the certificate relating to the
number, election and term of SCST directors, provisions relating to the
prohibition on shareholder action by written consent, and provisions relating to
the exculpation and indemnification of directors.

The SCST by-laws may be altered or repealed and new by-laws may be
adopted by a majority vote of the whole SCST Board of Directors. The by-laws
also may be altered or repealed and new by-laws may be adopted by an affirmative
vote of the holders of at least a majority of the SCST voting stock then
outstanding,

-74-

voting together as a single class, except that the by-laws relating to special
meetings and advance notice procedures may not be altered or repealed by the
stockholders without the affirmative vote of the holders of at least 66 2/3% of
the SCST voting stock then outstanding, voting together as a single class.

RIGHTS AGREEMENT

The SCST Board of Directors currently expects to adopt a rights
agreement, with Mellon Bank N.A. as rights agent, on or prior to the
distribution date. The Rights Agreement has been filed as an exhibit to the
registration statement. For information on how to receive the Rights Agreement,
please see "Additional Information."

ANTI-TAKEOVER EFFECTS

The rights are intended to have anti-takeover effects. If the rights
become exercisable, the rights will cause substantial dilution to a person or
group that attempts to acquire or merge with SCST in most cases. Accordingly,
the existence of the rights may deter a potential acquiror from making a
takeover proposal or tender offer. The rights should not interfere with any
merger or other business combination approved by the SCST Board of Directors
since it may redeem the rights as described below and since a transaction
approved by the Board of Directors would not cause the rights to become
exercisable.

EXERCISABILITY OF RIGHTS

Currently, no separate rights certificate represents the right. Until a
rights distribution date has occurred, the rights cannot be exercised and will
be evidenced only by, and can only be transferred with, SCST common stock,
including any newly issued shares of common stock. Holders of SCST common stock
may not exercise the rights until a rights distribution has occurred. After a
rights distribution each right entitles the registered holder to purchase from
SCST one one-ten-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $0.001 per share, at an initial purchase price of $ ,
subject to the customary antidilution adjustments.

The rights will not become exercisable until the earliest of:

-     10 business days following a public announcement that a person
or group, with specified exceptions, has become the beneficial
owner of securities representing 15% or more of our voting power
(we refer to such a person or group as an "acquiring person");

-     10 business days after SCST first determines that a person or
group has become an acquiring person; or

-     10 business days after the commencement of, or the announcement
of an intention to commence, a tender offer or exchange offer
that would result in a person or group becoming the beneficial
owner of securities representing 15% or more of the SCST common
stock then outstanding (or such later date as the Board of
Directors may determine, but in no event later than the date
that any person or group actually becomes such an acquiring
person).

Additionally, at any time a person or a group has become the beneficial owner of
securities representing 15% or more of our voting power and SCST has registered
the securities subject to the rights under the Securities Act of 1933, as
amended, the flip-in features of the rights or, at the discretion of the Board
of Directors, the exchange feature of the rights, may be exercised by any
holder, except for the acquiring person or its transferees, if any.

The various features of the SCST rights agreement are described below.

-75-

"FLIP-IN" FEATURE

In the event a person or group becomes the beneficial owner of
securities representing 15% or more of the SCST common stock then outstanding,
each holder of a right, except for such person or group, will have the right to
acquire, upon exercise of the right, instead of one one-ten-thousandth of a
share of the Series A Junior Participating Preferred Stock, shares of the SCST
common stock or equivalent securities or cash (in the sole discretion of the
SCST board of directors) if such securities are not available having a value
equal to twice the exercise price of the right. For example, if one assumes that
the initial purchase price of $        is in effect on the date that the flip-in
feature of the right is exercised, any holder of a right, except for the
acquiring person or its transferees, if any, can exercise his or her right by
paying SCST $         in order to receive shares of SCST common stock having a
value equal to $              .

"EXCHANGE" FEATURE

At any time after a person or group becomes the beneficial owner of
securities representing 15% or more, but less than 50%, of the SCST common stock
then outstanding, the Board of Directors may, at its option, exchange all or
some of the rights, except for those held by such person or group, or the
acquiring person's transferees, if any, for the SCST common stock at an exchange
ratio of one share of common stock per right, subject to adjustment, and cash
instead of fractional shares, if any. Use of this exchange feature means that
eligible rights holders would not have to pay a cash exercise price before
receiving shares of the SCST common stock.

"FLIP-OVER" FEATURE

In the event a rights distribution date occurs or SCST is acquired in a
merger or other business combination transaction or 50% or more of the assets or
earning power of SCST or, taken as a whole, are sold, each holder of a right,
except for the acquiring person, will have the right to receive, upon exercise
of the right, the number of shares of the acquiring company's capital stock with
the greatest voting power having a value equal to twice the exercise price of
the right.

REDEMPTION OF RIGHTS

At any time before the earlier to occur of:

-     public disclosure that a person or group, with specified
exceptions, has become the beneficial owner of securities
representing 15% or more of the SCST common stock then
outstanding, or

-     a determination by SCST that a person or group, with specified
exceptions, has become the beneficial owner of securities
representing 15% or more of the SCST common stock then
outstanding,

the Board of Directors may redeem all of the rights at a redemption price of
$0.01 per right, subject to adjustment. The right to exercise the rights, as
described under "Exercisability of Rights," will terminate upon redemption, and
at such time, the holders of the rights will have the right to receive only the
redemption price for each right held.

AMENDMENT OF RIGHTS

As long as the rights remain redeemable, the terms of the rights
agreement may be amended by the SCST Board of Directors without the consent of
the holders of the rights, including an amendment to lower the beneficial
ownership thresholds described above to not less than the greater of:

-76-

-     any percentage greater than the largest percentage of the SCST
voting power then known to be beneficially owned by any person
or group; and

-     10%.

However, if at any time after a person or group beneficially owns
securities representing 15% or more, or such lower percentage as may be amended
in the existing rights agreement, of the SCST common stock then outstanding, the
SCST Board of Directors may not adopt amendments to the existing rights
agreement that adversely affect the interests of holders of the rights.
Furthermore, once the rights are no longer redeemable, the SCST Board of
Directors may not adopt any amendment that would lengthen the time period during
which the rights are redeemable or otherwise would adversely affect the
interests of the holders of the rights other than an acquiring person or his or
her transferees.

TERMINATION OF RIGHTS

If not previously exercised, the rights will expire ten years from the
date that the rights agreement commences, unless SCST earlier redeems or
exchanges the rights or extends the final expiration date.

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

In connection with the creation of the rights, as described above, the
SCST Board of Directors has authorized the issuance of 5,000 shares of preferred
stock as Series A Junior Participating Preferred Stock.

SCST has designed the dividend, liquidation, voting and redemption
features of the Series A Junior Participating Preferred Stock so that the value
of one one-ten-thousandth of a share of the Series A Junior Participating
Preferred Stock approximates the value of one share of SCST common stock. Shares
of the Series A Junior Participating Preferred Stock may only be purchased after
the rights have become exercisable, and each share of the Series A Junior
Participating Preferred Stock:

-     is nonredeemable and junior to any other series of SCST
preferred stock, unless otherwise provided in the terms of that
preferred stock;

-     will have a preferential dividend in an amount equal to 10,000
times any dividend declared on each share of SCST common stock;

-     in the event of liquidation, will entitle its holder to receive
a preferred liquidation payment equal to the greater of $10,000
or 10,000 times the payment made per share of SCST common stock;

-     will have 10,000 votes, voting together with SCST common stock;
and

-     in the event of any merger, consolidation or other transaction
in which shares of common stock are converted or exchanged, will
be entitled to receive 10,000 times the amount and type of
consideration received per share of SCST common stock.

The rights of the Series A Junior Participating Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.

DELAWARE BUSINESS COMBINATION STATUTE

Section 203 of the Delaware General Corporation Law provides that,
subject to exceptions set forth therein, an interested shareholder of a Delaware
corporation shall not engage in any business combination,

-77-

including mergers or consolidations or acquisitions of additional shares of the
corporation, with the corporation for a three-year period following the date
that such shareholder becomes an interested shareholder unless:

-     prior to such date, the board of directors of the corporation
approved either the business combination or the transaction
which resulted in the shareholder becoming an interested
shareholder;

-     upon consummation of the transaction which resulted in the
shareholder becoming an "interested shareholder," the interested
shareholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
other than statutorily excluded shares; or

-     on or subsequent to such date, the business combination is
approved by the board of directors of the corporation and
authorized at an annual or special meeting of shareholders by
the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested shareholder.
Except as otherwise set forth in Section 203, an interested
shareholder is defined to include:

-     any person that is the owner of 15% or more of the
outstanding voting stock of the corporation, or is an
affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of
the corporation at any time within three years immediately
prior to the date of determination and

-     the affiliates and associates of any such person.

Section 203 may make it more difficult for a person who would be an
interested shareholder to effect various business combinations with a
corporation for a three-year period. The Company has not elected to be exempt
from the restrictions imposed under Section 203. The provisions of Section 203
may encourage persons interested in acquiring SCST to negotiate in advance with
the SCST Board of Directors, since the shareholder approval requirement would be
avoided if a majority of the directors then in office approves either the
business combination or the transaction which results in any such person
becoming an interested shareholder. Such provisions also may have the effect of
preventing changes in SCST management. It is possible that such provisions could
make it more difficult to accomplish transactions which SCST shareholders may
otherwise deem to be in their best interests.

-78-

LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The SCST certificate of incorporation provides that, as authorized by
Section 102(b)(7) of the DGCL, a director will not be personally liable to us or
our shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability imposed by law, as in effect from time to time:

-     for any breach of the director's duty of loyalty to us or our
shareholders;

-     for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law;

-     for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the DGCL; or

-     for any transaction from which the director derived an improper
personal benefit.

Section 145 of the DGCL provides that a Delaware corporation may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than a "derivative" action by
or in the right of the corporation, by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action,
suit or proceeding, provided the person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that no indemnification
shall be made where the person is adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action was brought determines that the
person is fairly and reasonably entitled to indemnity and expenses. Our amended
and restated certificate of incorporation and by-laws provide that we will
indemnify our directors, officers, employees and agents to the fullest extent
permitted by the DGCL, and we will advance expenses to our directors, officers,
employees and agents in connection with legal proceedings, subject to limited
exceptions. We have and will retain customary insurance policies under which
coverage is provided for payments made by us to our directors and officers in
respect of the indemnification provisions in our amended and restated
certificate of incorporation and bylaws. We believe that these indemnification
provisions and insurance are necessary to attract and retain qualified directors
and officers. The limitation on liability and indemnification provisions in our
amended and restated certificate of incorporation and bylaws may not be
enforceable against us if someone challenges these provisions. Nonetheless,
these provisions may discourage our shareholders from bringing a lawsuit against
directors for breach of their fiduciary duty. These provisions may also have the
effect of reducing the likelihood of derivative litigation against our directors
and officers, even though such an action, if successful, might otherwise benefit
us and our shareholders. Furthermore, a shareholder's investment may be
adversely affected to the extent we pay costs of settlement and damage awards
against directors and officers under these indemnification provisions.

-79-

INDEPENDENT ACCOUNTANTS

The Board of Directors of SCST expects to appoint KPMG LLP as its
independent accountants to audit its financial statements as of and for the year
ended December 31, 2002. Prior to KPMG's appointment as the auditors of Yellow
in 2002, Arthur Andersen LLP served as the auditors of Yellow for many years,
including for the periods covered by the financial statements included in this
information statement.

-80-

ADDITIONAL INFORMATION

SCST has filed a Registration Statement with the Securities and
Exchange Commission with respect to the SCST common stock. This information
statement, which forms a part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement and the schedules
and other exhibits thereto, and reference is made to the Registration Statement
for further information regarding SCST and the SCST common stock. In particular,
copies of certain agreements and other documents in this information statement
are qualified by reference to such agreements and other documents as filed. When
the Registration Statement becomes effective, SCST will be subject to the
reporting requirements of the Exchange Act and, in accordance therewith, will
file reports, proxy statements and other information with the Commission. The
Registration Statement, including the exhibits and schedules thereto, and the
reports, proxy statements and other information filed by SCST with the
Commission can be inspected and copied at the Public Reference Section of the
Commission located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices located at 233 Broadway, New York, New
York 10279. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at the address given above.
The Commission also maintains a site on the World Wide Web at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

The SCST common stock is expected to be admitted for trading, subject
to official notice of the distribution, on The Nasdaq National Market. Certain
reports and other information concerning SCST can be inspected and copied at the
office of The Nasdaq National Market at 1735 K Street, N.W., Washington, D.C.
20006-1506.

-81-

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Public Accountants....................................................................F-2

Audited Consolidated Financial Statements:

Balance sheets as of December 31, 2001 and 2000..........................................................F-3

Statements of income for the years ended December 31, 2001, 2000 and 1999................................F-5

Statements of the Parent company equity for the years ended December 31, 2001, 2000 and
1999...................................................................................................F-6

Statements of cash flows for the years ended December 31, 2001, 2000 and 1999............................F-7

Notes to Audited Consolidated Financial Statements..........................................................F-9

Unaudited Consolidated Financial Statements:

Balance sheets as of June 30, 2002 and December 31, 2001................................................F-19

Statements of operations for the quarter and six months ended June 30, 2002 and 2001....................F-21

Statements of cash flows for the six months ended June 30, 2002 and 2001................................F-23

Notes to Unaudited Consolidated Financial Statements.......................................................F-24

F-1

THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH SCS TRANSPORTATION, INC.'S CONSOLIDATED FINANCIAL STATEMENTS.
THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION
WITH THIS FILING ON FORM 10.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Yellow Corporation:

We have audited the accompanying consolidated balance sheets of SCS
Transportation, Inc. and Subsidiaries (formerly Yellow Corporation's Regional
Transportation Group as identified in Note 1) as of December 31, 2001 and 2000,
and the related consolidated statements of income, the Parent company equity and
cash flows for each of the three years in the period ended December 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SCS Transportation,
Inc. and Subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.

SCS Transportation, Inc., is wholly owned by Yellow Corporation. As indicated in
Note 1, SCS Transportation, Inc., relies on Yellow Corporation for
administrative, cash management and other services. The financial position,
results of operations and cash flows of SCS Transportation, Inc., could differ
from those that would have resulted had SCS Transportation, Inc., operated
autonomously or as an entity independent of Yellow Corporation.

/s/ Arthur Andersen LLP

Kansas City, Missouri,
January 25, 2002

F-2

SCS TRANSPORTATION, INC. AND SUBSIDIARIES

Consolidated balance sheets

December 31, 2001 and 2000

2001             2000
---------       ----------
(IN THOUSANDS)

CURRENT ASSETS:

Cash...........................................................                $   1,480       $    4,922

Accounts receivable, less allowances of $6,809 and $5,244 in                      83,387           92,084
2001 and 2000, respectively..................................

Prepaid expenses...............................................                    8,442            6,409

Deferred taxes.................................................                   16,835           13,792

Other current assets...........................................                    3,312            4,104
---------       ----------

Total current assets.......................................                  113,456          121,311

PROPERTY AND EQUIPMENT:

Land...........................................................                   22,568           22,568

Structures.....................................................                   81,542           78,734

Revenue equipment..............................................                  313,521          312,920

Technology equipment and software..............................                   32,209           29,153

Other..........................................................                   27,268           24,939
---------       ----------

477,108          468,314

Less-Accumulated depreciation..................................                  171,067          133,887
---------       ----------

Net Property and equipment.................................                  306,041          334,427

Goodwill, net..................................................                   91,122           94,392

Other noncurrent assets........................................                    1,327            1,537
---------       ----------

Total assets...............................................                $ 511,946       $  551,667
=========       ==========

CURRENT LIABILITIES:

Checks outstanding.............................................                $   9,332       $    8,911

Accounts payable...............................................                   21,483           20,888

Wages, vacations and employees' benefits.......................                   26,816           27,862

Claims and insurance accruals..................................                   11,124           11,227

Accrued liabilities............................................                   16,912            9,116

Current maturities of long-term debt...........................                    6,489            1,997
---------       ----------

Total current liabilities..................................                   92,156           80,001

OTHER LIABILITIES:

Long-term debt.................................................                   32,346           22,345

F-3

Notes to the Parent............................................                   90,157          182,542

Deferred income taxes..........................................                   58,949           57,230

Claims, insurance and other....................................                    8,689            6,035
---------       ----------

Total other liabilities....................................                  190,141          268,152
---------       ----------

COMMITMENTS AND CONTINGENCIES
PARENT COMPANY EQUITY.............................................                  229,649          203,514
---------       ----------

Total liabilities and the Parent company equity............                $ 511,946       $  551,667
=========       ==========

The accompanying notes are an integral part of these consolidated
balance sheets.

F-4

SCS TRANSPORTATION, INC. AND SUBSIDIARIES

Consolidated statements of income

For the years ended December 31, 2001, 2000 and 1999

2001           2000           1999
-----------    -----------    ----------
(IN THOUSANDS)

OPERATING REVENUE...........................................           $   771,582    $   789,009    $  594,510
-----------    -----------    ----------

OPERATING EXPENSES:

Salaries, wages and employees' benefits..................               435,795        442,579       342,972

Operating expenses and supplies..........................               141,124        156,379       109,298

Operating taxes and licenses.............................                31,521         31,070        21,473

Claims and insurance.....................................                20,251         19,084        11,750

Depreciation and amortization............................                49,166         48,296        33,406

Purchased transportation.................................                71,304         67,733        46,949

Unusual items............................................                 6,678          2,207           (16)
-----------    -----------    ----------

Total operating expenses.............................               755,839        767,348       565,832
-----------    -----------    ----------

INCOME FROM OPERATIONS......................................                15,743         21,661        28,678
-----------    -----------    ----------

NONOPERATING (INCOME) EXPENSE:

Interest expense.........................................                10,942         15,444        10,560

Interest income..........................................                    (6)          (137)         (144)

Other, net...............................................                     3             (4)          278
-----------    -----------    ----------

Total nonoperating expenses, net.....................                10,939         15,303        10,694
-----------    -----------    ----------

INCOME BEFORE INCOME TAXES..................................                 4,804          6,358        17,984

INCOME TAX PROVISION........................................                 4,033          4,660         8,195
-----------    -----------    ----------

NET INCOME..................................................           $       771    $     1,698    $    9,789
===========    ===========    ==========

The accompanying notes are an integral part of these consolidated
financial statements.

F-5

SCS TRANSPORTATION, INC. AND SUBSIDIARIES

Consolidated statements of the Parent company equity

For the years ended December 31, 2001, 2000 and 1999

2001           2000           1999
-----------    -----------    ----------
(IN THOUSANDS)

PARENT COMPANY EQUITY, beginning of year....................           $   203,514    $   198,926    $   79,939

Net income...............................................                   771          1,698         9,789

Accumulated other comprehensive income (loss)............                  (331)            --            --
-----------    -----------    ----------

Total comprehensive income...........................                   440          1,698         9,789

Equity contribution from the Parent......................                25,695          2,890       109,198
-----------    -----------    ----------

PARENT COMPANY EQUITY, end of year..........................           $   229,649    $   203,514    $  198,926
===========    ===========    ==========

The accompanying notes are an integral part of these consolidated
financial statements.

F-6

SCS TRANSPORTATION, INC. AND SUBSIDIARIES

Consolidated statements of cash flows

For the years ended December 31, 2001, 2000 and 1999

2001           2000           1999
-----------    -----------    ----------
(IN THOUSANDS)

OPERATING ACTIVITIES:

Net income...............................................            $      771     $    1,698     $   9,789

Noncash items included in net income-
Depreciation and amortization..........................                49,166         48,296        33,406

Deferred income taxes..................................                  (883)         2,219         8,054

(Gains) losses from property disposals, net............                    52           (505)          287

Changes in assets and liabilities, net-

Accounts receivable....................................                10,221          2,021       (14,084)

Accounts payable and checks outstanding................                  (509)         3,726         5,304

Other working capital items............................                 5,477          7,727        (1,319)

Claims, insurance and other............................                 2,323            458           171

Other..................................................                 2,100          3,881          (657)
-----------    -----------    ----------

Net cash from operating activities...................                68,718         69,521        40,951

INVESTING ACTIVITIES:

Acquisition of property and equipment....................               (25,161)       (64,226)      (55,603)

Proceeds from disposal of property and equipment.........                 5,548          5,193         2,587
-----------    -----------    ----------

Net cash used in investing activities................               (19,613)       (59,033)      (53,016)

FINANCING ACTIVITIES:

Repayment of long-term debt..............................                (1,817)        (1,666)      (19,614)

Equity contribution from (distribution to) the Parent....                 1,087          2,890          (802)

Net change in intercompany debt..........................               (51,817)       (10,348)       31,717
-----------    -----------    ----------

Net cash (used in) from financing activities.........               (52,547)        (9,124)       11,301
-----------    -----------    ----------

NET INCREASE (DECREASE) IN CASH.............................                (3,442)         1,364          (764)

CASH, beginning of year.....................................                 4,922          3,558         4,322
-----------    -----------    ----------

CASH, end of year...........................................            $    1,480     $    4,922     $   3,558
===========    ===========    ==========

NONCASH TRANSACTIONS:

Assumption of subordinated debentures....................            $   16,311     $       --     $      --

Transfer of other assets from the Parent.................                  (351)            --            --

F-7

Increase (decrease) of intercompany debt.................               (40,568)            --        54,507

Pushdown of Jevic purchase price.........................                    --             --      (164,507)

Equity contribution from the Parent......................                24,608             --       110,000

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (received), net........................                   725          2,847        (2,946)

Interest paid............................................                10,941         15,444        10,570

The accompanying notes are an integral part of these consolidated
financial statements.

F-8

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999

1.       DESCRIPTION OF BUSINESS, PRINCIPLES OF CONSOLIDATION
AND SUMMARY OF ACCOUNTING POLICIES                         

The accompanying consolidated financial statements include the accounts of SCS
Transportation, Inc., and its two wholly owned regional transportation
subsidiaries (formerly Yellow Corporation's Regional Transportation Group). SCS
Transportation, Inc. (the Company) is a subsidiary of Yellow Corporation (the
Parent), a publicly owned holding company whose principal subsidiaries include
Yellow Transportation and the following two regional transportation
subsidiaries.

-        SAIA MOTOR FREIGHT LINE, INC. (Saia) is a less-than-truckload
(LTL) carrier providing overnight and second-day delivery in
the Southern United States. Saia employs approximately 5,100
employees and is headquartered in Duluth, Georgia. On March 5,
2001, Saia integrated two of its sister companies, WestEx,
Inc. (WestEx) and Action Express Inc. (Action Express), into
Saia. This expanded Saia's territory to include California and
the Pacific Northwest and Rocky Mountain states. The
consolidated financial statements include the financial
position and results of WestEx and Action Express for all of
the periods presented.

-        JEVIC TRANSPORTATION, INC. (Jevic) is a hybrid truckload (TL)
and LTL carrier providing overnight and second-day delivery
principally in the Northeastern United States. Jevic employs
approximately 2,400 employees and is headquartered in Delanco,
New Jersey. The consolidated financial statements include the
accounts of Jevic since its acquisition by the Parent on July
9, 1999.

In 2001, the Parent established SCS Transportation, Inc. as a holding company
for its two regional transportation subsidiaries Saia Motor Freight Line, Inc.
and Jevic Transportation, Inc. (the Regional Companies). In connection with the
transfer of subsidiaries under SCS Transportation, the Company assumed a $16.3
million subordinated debenture obligation from the Parent and received a noncash
equity contribution of $24.6 million.

All significant intercompany accounts and transactions have been eliminated in
the consolidated financial statements. Management makes estimates and
assumptions, which affect the amounts reported in the consolidated financial
statements and footnotes. Actual results could differ from those estimates.

Major accounting policies and practices used in the preparation of the
accompanying consolidated financial statements not covered in other notes to the
consolidated financial statements are as follows:

-        The Company participates in the Parent's cash management
program. Cash balances in excess of daily operating needs are
transferred to and invested by the Parent. Cash includes
demand deposits and highly liquid investments purchased with
original maturities of three months or less.

-        Fuel is carried at average cost. The Company has used heating
oil financial instruments to manage a portion of their
exposure to fluctuating diesel prices. Under the agreements,
the Company received or made payments based on the difference
between a fixed and a variable price for heating oil. The
Company also has used fixed price contracts for diesel fuel.
These agreements provided protection from rising fuel prices,
but limited the ability to benefit from

F-9

price decreases below the purchase price of the agreements.
The Company had no fuel hedging agreements at December 31,
2001 and 2000. At December 31, 1999, the Company had
agreements for 10.7 million gallons at a cost averaging $.45
per gallon over a seven-month period. Based on quoted market
prices, the fair value of the swaps and fixed purchase
contracts was $2.0 million above its purchase price at
December 31, 1999. Gains and losses on the agreements were
recognized in 2000 as a component of fuel expense when the
corresponding fuel was purchased. Hedge instruments are
recorded at cost in fuel and operating supplies. This
accounting is used for instruments designated as a hedge of
anticipated fuel transactions. The effectiveness of the hedge
is periodically evaluated. If the hedge is not highly
effective or if the anticipated transaction is subsequently
determined unlikely to occur, the unrealized gains and or
losses accumulated are recognized immediately in earnings.

-        The Company utilizes interest rate swap contracts to hedge a
portion of its LIBOR-based variable rate debt. The Company
acquired these interest rate contracts in connection with the
1999 Jevic acquisition. The Company had interest rate
contracts with a notional amount totaling $10.8 million and
$12.3 million at December 31, 2001 and 2000, respectively. The
differentials to be received or paid under contracts
designated as hedges are recognized as adjustments to interest
expense over the life of the contract. At December 31, 2001,
the Company recorded $0.3 million in unrealized loss on the
interest rate contracts as a decrease to accumulated other
comprehensive income. There were no material unrealized gains
or losses at December 31, 2000. The differentials paid under
the contracts designated as hedges are recognized as
adjustments to interest expense.

-        Property and equipment are carried at cost less accumulated
depreciation. Depreciation is computed using the straight-line
method based on the following service lives:

YEARS
-----

Structures                                     20 to 25

Revenue equipment                               5 to 13

Technology equipment and software               3 to  8

Other                                           3 to 15

-        Maintenance and repairs are charged to operations currently;
replacements and improvements are capitalized.

-        The Company's investment in technology equipment and software
consists primarily of advanced customer service and freight
management communications equipment and related software.

-        The Company capitalizes certain costs associated with
developing or obtaining internal-use software. Capitalizable
costs include external direct costs of materials and services
utilized in developing or obtaining the software, payroll and
payroll-related costs for employees directly associated with
the project. For the years ended December 31, 2001, 2000 and
1999, the

F-10

Company capitalized $1.5 million, $1.3 million, and $0.9
million, respectively, of primarily payroll-related costs.

-        Unusual items includes property gains or losses on disposition
of property and integration charges. Integration charges were
$6.7 million in 2001 and $2.7 million in 2000 associated with
the integration of WestEx and Action Express into Saia.
Integration charges consisted of severance, costs associated
with disposition of duplicate facilities, costs of relogoing
the WestEx and Action fleet and losses on the liquidation of
receivables of the merged entities. Net gains (losses) from
operating property dispositions totaled $(0.1) million in
2001, $0.5 million in 2000, and less than $0.1 million in
1999.

-        Goodwill at December 31, 2001 and 2000, net of accumulated
amortization of $13.3 million and $10.0 million, respectively,
is being amortized on a straight-line basis over 20 to 40
years. In 2001, the Company used an estimate of each business
unit's undiscounted cash flows over the remaining life of the
goodwill in measuring whether goodwill was recoverable. On
June 30, 2001, the Financial Accounting Standards Board (FASB)
issued Statement No. 142, "Goodwill and Other Intangible
Assets" (Statement No. 142), which will be adopted by the
Company on January 1, 2002. Statement No. 142 requires that
upon adoption and at least annually thereafter, the Company
assess goodwill impairment by applying a fair value based
test. With the adoption of Statement No. 142, goodwill will no
longer be subject to amortization, resulting in an increase in
annualized operating income and net income of $3.3 million.
The Company expects the impact of this new statement will
result in an impairment charge of approximately $75 million
and will be recorded as a cumulative effect of change in
accounting principle. The impairment charge relates to Jevic
which has been adversely impacted by the downturn in the
economy and increased and intense competition, subsequent to
its 1999 acquisition by the Parent.

-        Claims and insurance accruals, both current and long-term,
reflect the estimated cost of claims for workers'
compensation, cargo loss and damage, and bodily injury and
property damage not covered by insurance, discounted to
present value where appropriate. These costs are included in
claims and insurance expense, except for workers'
compensation, which is included in employees' benefits
expense. The liabilities for self-funded retention are
included in claims and insurance reserves based on claims
incurred, with liabilities for unsettled claims and claims
incurred but not yet reported being estimated based on
management's evaluation of the nature and severity of
individual claims and past experience. The Parent provides
parental guarantees for claims in certain self-insured states.

Risk retention amounts per occurrence during the three years
ended December 31, 2001, were as follows:

Workers' compensation                                 $50,000 to 500,000

Bodily injury and property damage                      50,000 to 250,000

Employee medical and hospitalization                   75,000 to 250,000

Cargo loss and damage                                     -0- to 250,000

The Parent provides an intermediate layer of self-insurance
behind the specific retention levels for bodily injury and
property damage claims for the Company up to $1.0 million per

F-11

occurrence. The Company is assessed a premium from the Parent.
Premiums paid to the Parent under these insurance arrangements
were $1.8 million in 2001, $1.4 million in 2000 and $2.4
million in 1999.

Included in the consolidated financial statements are costs
incurred by the Parent in excess of premiums received from the
Company for the intermediate layer of self-insurance described
above. The additional pretax costs (benefits) were $1.6
million in 2001, $1.7 million in 2000 and $(1.2) million in
1999.

The Parent has agreed, in principle, that in the event of a
separation, the Company would assume certain open
self-insurance claims. Also, the Parent agreed in the event of
a separation, the Company would receive credit for any amounts
they paid toward settlement of these claims. The recorded
liability for open Regional Companies' claims under the
Parent's self-insured retention at December 31, 2001, was
approximately $4.4 million. The Company has paid the Parent
approximately $3.7 million toward settlement of open claims at
December 31, 2001.

-        Revenue is recognized on a percentage-of-completion basis
while expenses are recognized as incurred.

-        Certain reclassifications have been made to the prior year
consolidated financial statements to conform with current
presentation.

2.       RELATED-PARTY TRANSACTIONS

The Company has transactions with the Parent as well as other
affiliated companies. The Parent provides services including legal, tax,
internal audit, insurance administration, treasury and management for which the
Company is assessed a management fee. The management fee consists of direct
charges incurred on behalf of the subsidiaries and an allocation of corporate
services costs based on each subsidiary's revenue. The management fee was $3.1
million in 2001, $3.0 million in 2000, and $1.5 million in 1999. Until November
2001, Yellow Technologies, Inc., an affiliated company, provided information
technology support, limited purchasing and security services to the Company. The
service fee paid by the Company to Yellow Technologies was $0.3 million in 2001,
$1.6 million in 2000 and $1.3 million in 1999, and is included in operating
expenses and supplies in the accompanying consolidated statements of income.

The Company has working capital line-of-credit agreements with the
Parent totaling $225 million at December 31, 2001. These line-of-credit
agreements bear interest at 50 basis points over the LIBOR rate, adjusted
quarterly and mature on December 31, 2003. The Company had borrowings under
these agreements of $90.2 million and $182.5 million at December 31, 2001 and
2000. The Parent maintains letters of credit and surety bonds in connection with
the Company's insurance programs.

Total interest expense was $9.1 million in 2001, $13.5 million in 2000
and $9.6 million in 1999 under the borrowing arrangements with the Parent.
Interest expense is settled monthly through the Company's borrowing arrangement
with its Parent.

F-12

3.       DEBT AND FINANCING

At December 31, debt consisted of the following (in thousands):

2001               2000
----               ----

Line of credit with the Parent                                                      $ 90,157            $182,542
Subordinated debentures, average interest rate of 6.9%, installment
payments due from 2005 to 2011                                                     16,311                  --

Fixed rate mortgage notes, monthly principal and interest payments, final
payment of $9,707, due January 2009, interest rates ranging from 7.0% to
7.7%, collateralized by Jevic
facilities (net book value of $12,398 and $13,134)                                 11,590              11,790

Variable rate term notes, monthly principal and interest payments, due
through November 2002, collateralized by Jevic revenue equipment (net book
value of $4,962 and $6,478)
5,889               7,272

Variable rate mortgage note, monthly principal and interest payments, final
payment of $4,497, due November 2005, collateralized by Jevic facilities (net
book value of $8,790 and
$9,108)                                                                             5,045               5,169

Other                                                                                     --                 111
--------            --------
Total debt                                                                  128,992             206,884
--------            --------
Current maturities                                                                     6,489               1,997
--------            --------
Long-term debt                                                             $122,503            $204,887
========            ========

Based on the borrowing rates currently available to the Parent for debt
with similar terms and remaining maturities, the fair value of total debt at
December 31, 2001 and 2000, approximates carrying value.

The principal maturities of third-party, long-term debt for the next
five years (in thousands) are as follows: 2002 - $6,489; 2003 - $377; 2004 -
$407; 2005 - $6,068; 2006 - $1,729, thereafter - $23,765.

4.       COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES

The Company leases certain terminals and equipment. At December 31,
2001, the Company was committed under noncancellable lease agreements requiring
minimum annual rentals payable as follows: 2002 - $9.7 million; 2003 - $7.4
million; 2004 - $4.8 million; 2005 - $3.0 million; 2006 - $1.4 million and
thereafter - $1.0 million.

Projected 2002 net capital expenditures are $25.9 million, of which
there were no commitments at December 31, 2001.

F-13

Various claims and legal actions are pending against the Company. It is
the opinion of management that these matters will have no significant impact
upon the financial position or results of operations of the Company.

5.       ACQUISITION

On July 9, 1999, the Parent completed a cash tender offer for all of
the common stock of Jevic Transportation, Inc., at $14 per share.

The aggregate purchase price of the stock, including vested stock
options and transaction costs, was approximately $160.8 million, net of an
anticipated $4.3 million tax benefit relating to the cost of the stock options.
Transaction costs relate primarily to legal and professional fees (in millions).

Purchase price -
Common stock purchase                       $149.9
Stock options, net of tax benefit              7.0
Transaction costs                              3.9
------
Total                                   $160.8
======

Including assumption of debt of approximately $45 million, the total
transaction cost was approximately $200 million. The transaction was accounted
for under purchase accounting and the excess of purchase price over fair value
of assets acquired of $80.1 million was allocated to goodwill and is being
amortized over 40 years. Accordingly, the results of Jevic's operations have
been included in the accompanying consolidated financial statements for the
period from July 10, 1999, through December 31, 2001. The acquisition was
financed by the Parent.

6.       EMPLOYEE BENEFITS

The Company sponsors defined contribution plans. The plans principally
consist of contributory 401(k) savings plans and noncontributory profit sharing
plans. The Company's contributions to the 401(k) savings plans consist of both a
fixed matching percentage and a discretionary amount. The nondiscretionary
Company match ranges from 25 to 50 percent of the first six percent of an
eligible employee's contributions. The Company's discretionary contributions for
both the 401(k) savings plan and profit sharing plans are determined annually by
the board of directors of each participating company. The Company's total
contributions for the years ended December 31, 2001, 2000, and 1999, were $3.5
million, $2.5 million and $2.7 million, respectively.

The Parent reserved common stock for issuance to key management
personnel of the Company under three stock option plans. The plans permit two
types of awards: grants of nonqualified stock options and grants of stock
options coupled with a grant of stock appreciation rights. Under the plans, the
exercise price of each option equals the market price of the Parent's common
stock on the date of grant. The options vest ratably, generally over a period of
four years. The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," in accounting for its plans. No
significant compensation cost was recognized in 2001, 2000 or 1999.

The Company provides annual performance incentive cash awards to employees,
which are based primarily on actual operating results achieved compared to
targeted operating results. Operating results include performance incentive
accruals for substantially all employees of $4.6 million, $4.1 million and $2.7
million in

F-14

2001, 2000 and 1999, respectively. Performance incentive awards for a year are
primarily paid in the first quarter of the following year.

7.       INCOME TAXES

The Company accounts for income taxes in accordance with the liability
method and have a tax-sharing agreement with the Parent under which the
Company's income taxes are determined in accordance with the pro rata method.
The Company is included in the consolidated federal income tax return filed by
the Parent.

Deferred income taxes are determined based upon the difference between
the book and the tax basis of the Company's assets and liabilities. Deferred
taxes are provided at the enacted tax rates expected to be in effect when these
differences reverse.

F-15

Deferred tax liabilities (assets) are comprised of the following at
December 31, (in thousands):

2001            2000
-------        -------

Depreciation                                  $59,447        $56,824
Other                                           2,242          3,011
Revenue                                           841          1,146
-------      ---------
Gross tax liabilities                 62,530         60,981
Bad debts                                      (2,476)        (1,503)
Employee benefit                               (4,071)        (3,809)
Claims and insurance                          (10,273)        (8,937)
Other                                            (648)          (638)
Revenue                                        (2,948)        (2,656)
---------     ----------
Gross tax assets                     (20,416)       (17,543)
---------      ---------
Net tax liability                    $42,114        $43,438
=======        =======

The income tax provision consists of the following (in thousands):

2001          2000          1999
----          ----          ----

Current -
U.S. federal                         $4,182          $1,836       $  247
State                                   734             605         (106)
------          ------       ------
Total current                     4,916           2,441          141
Deferred -
U.S. federal                           (756)          1,965        7,054
State                                  (127)            254        1,000
------          ------       ------
Total deferred                     (883)          2,219        8,054
------       ------
Total provision                  $4,033          $4,660       $8,195
======          ======       ======

F-16

A reconciliation between income taxes at the federal statutory rate (35
percent) and the provision follows:

2001        2000         1999
-------     -------      -------

Provision at federal statutory rate            $ 1,682     $ 2,225      $ 6,294
State income taxes, net                            364         558          692
Nondeductible goodwill                           1,052       1,053          669
Nondeductible business expenses                    860         933          646
Other, net                                          75        (109)        (106)
-------     -------      -------
Total provision                       $ 4,033     $ 4,660      $ 8,195
=======     =======      =======

8.       BUSINESS SEGMENTS

The Company has two operating subsidiaries that are reportable
segments. Each of these segments are strategic business units offering different
products and services. Saia, a regional LTL carrier provides overnight and
second-day service in 21 southern states, the Pacific Northwest, Rocky Mountain
states, California and Puerto Rico. Jevic operates primarily in the Northeast
and is a hybrid LTL/TL carrier that provides overnight and second-day service.

The segments are managed separately because each requires different
operating, technology and marketing strategies. The segment's performance is
evaluated primarily on operating income and return on capital.

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. Interest and intersegment
transactions are recorded at current market rates. Management fees and other
Parent expenses are charged to the segments based on direct benefit received or
allocated based on revenue. Income taxes are allocated in accordance with a tax
sharing agreement in proportion to each segment's contribution to the Parent's
consolidated tax status.

F-17

The following table summarizes the Company's operations by business
segment (in thousands).

Saia*       Jevic**     Consolidated
----------------------------------------------------------------------------------

2001
Operating revenue                           $485,379      $286,203      $771,582
Income from operations                         9,731         6,012        15,743
Identifiable                                 280,427       231,519       511,946
Capital expenditures, net                     13,579         6,036        19,615
Depreciation and amortization                 25,269        23,897        49,166
----------------------------------------------------------------------------------
2000
Operating revenue                           $481,990      $307,019      $789,009
Income from operations                         7,352        14,309        21,661
Identifiable assets                          297,295       254,372       551,667
Capital expenditures, net                     35,025        24,008        59,033
Depreciation and amortization                 24,674        23,622        48,296
----------------------------------------------------------------------------------
1999
Operating revenue                           $456,635      $137,875      $594,510
Income from operations                        18,605        10,073        28,678
Identifiable assets                          283,189       253,272       536,461
Capital expenditures, net                     38,984    ***178,539       217,523
Depreciation and amortization                 22,508        10,898        33,406
----------------------------------------------------------------------------------

*        Saia data represents the combined financial results of Saia, WestEx and
Action Express due to the integration of these companies.

**       Jevic data for 1999 represents the period since its acquisition by the
Parent on July 9, 1999, through December 31, 1999.

***      Includes capital expenditures of $164.5 million for the acquisition of
Jevic.

F-18

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

June 30,   December 31,
2002        2001
--------   ------------

ASSETS

CURRENT ASSETS:
Cash ..........................................  $  2,711    $  1,480
Accounts receivable ...........................    93,510      83,387
Prepaid expenses and other ....................    33,548      28,589
--------    --------
Total current assets ........................   129,769     113,456
--------    --------

PROPERTY AND EQUIPMENT:
Cost ..........................................   476,599     477,108
Less - Accumulated depreciation ...............   186,039     171,067
--------    --------
Net property and equipment ..................   290,560     306,041
--------    --------

GOODWILL AND OTHER ASSETS ........................    17,329      92,449
--------    --------
$437,658    $511,946
========    ========

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
Accounts payable and checks outstanding .......  $ 30,726    $ 30,815
Wages and employees' benefits .................    30,002      26,816
Other current liabilities .....................    30,545      28,036
Current maturities of long-term debt ..........       364       6,489
--------    --------
Total current liabilities ...................    91,637      92,156
--------    --------
OTHER LIABILITIES:
Long-term debt ................................    32,461      32,346

F-19

June 30,   December 31,
2002        2001
--------   ------------

Notes to Parent ...............................    85,910      90,157
Deferred income taxes .........................    58,163      58,949
Claims, insurance and other ...................     9,764       8,689
--------    --------
Total other liabilities .....................   186,298     190,141
--------    --------

PARENT COMPANY EQUITY:                               159,723     229,649
--------    --------
$437,658    $511,946
========    ========

The accompanying notes are an integral part of these statements

F-20

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

Second Quarter            Six Months
----------------------    ----------------------
2002         2001         2002         2001
---------    ---------    ---------    ---------

OPERATING REVENUE ..............................   $ 196,487    $ 195,635    $ 380,025    $ 391,612
---------    ---------    ---------    ---------

OPERATING EXPENSES:
Salaries, wages and benefits ................     111,810      111,345      217,912      221,235
Operating expenses and supplies .............      32,200       35,825       62,590       74,989
Operating taxes and licenses ................       7,819        7,838       15,487       15,986
Claims and insurance ........................       6,458        4,678       11,761        9,748
Depreciation and amortization ...............      11,106       12,241       22,357       24,580
Purchased transportation ....................      20,334       17,496       38,008       33,765
Unusual items ...............................          (3)       1,126          262        6,491
---------    ---------    ---------    ---------
Total operating expenses ....................     189,724      190,549      368,377      386,794
---------    ---------    ---------    ---------

INCOME (LOSS) FROM OPERATIONS ..................       6,763        5,086       11,648        4,818
---------    ---------    ---------    ---------

NONOPERATING (INCOME) EXPENSES:
Interest expense ............................       1,319        3,149        2,712        6,669
Other, net ..................................          91          (25)          76           (8)
---------    ---------    ---------    ---------
Nonoperating expenses, net ................       1,410        3,124        2,788        6,661
---------    ---------    ---------    ---------

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE...................       5,353        1,962        8,860       (1,843)

INCOME TAX PROVISION ...........................       2,259        1,400        3,839          612
---------    ---------    ---------    ---------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE ............................       3,094          562        5,021       (2,455)

F-21

Second Quarter            Six Months
----------------------    ----------------------
2002         2001         2002         2001
---------    ---------    ---------    ---------

CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR GOODWILL......................           --           --      (75,175)          --
---------    ---------    ---------    ---------

NET INCOME (LOSS)..............................    $   3,094    $     562    $ (70,154)   $  (2,455)
=========    =========    =========    =========

The accompanying notes are an integral part of these statements.

F-22

SCS TRANSPORTATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

2002         2001
--------    --------
OPERATING ACTIVITIES:

Net cash from operating activities ................   $ 20,717    $ 24,533
--------    --------

INVESTING ACTIVITIES:
Acquisition of property and equipment ...............    (11,349)    (11,048)
Proceeds from disposal of property and equipment ....      2,120       2,784
--------    --------
Net cash used in investing activities .............     (9,229)     (8,264)
--------    --------

FINANCING ACTIVITIES:
Increase (decrease) in long-term debt ...............    (10,258)    (17,818)
Other ...............................................       --           543
--------    --------
Net cash provided by (used in) financing
activities........................................    (10,258)    (17,275)
--------    --------

NET INCREASE (DECREASE) IN CASH ........................      1,231      (1,006)

CASH, BEGINNING OF PERIOD ..............................      1,480       4,922
--------    --------

CASH, END OF PERIOD ....................................   $  2,711    $  3,916
========    ========

The accompanying notes are an integral part of these statements.

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SCS TRANSPORTATION, INC. AND
SUBSIDIARIES (UNAUDITED)

1.      The accompanying unaudited consolidated financial statements include the
accounts of SCS Transportation, Inc. and its wholly owned subsidiaries
Saia Motor Freight Line, Inc. and Jevic Transportation, Inc. (the
Company).

The consolidated financial statements have been prepared by the Company,
without audit by independent public accountants. In the opinion of
management, all normal recurring adjustments necessary for a fair
statement of the results of operations for the interim periods included
herein have been made. Certain information and note disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from these
statements. Accordingly, the accompanying consolidated financial
statements should be read in conjunction with the Company's 2001 audited
consolidated financial statements. Operating results for the quarter and
six months periods ended June 30, 2002, are not necessarily indicative
of the results of operations that may be expected for the year ended
December 31, 2002.

2.      The Company provides regional overnight and second-day LTL and selected
TL transportation services through two subsidiaries, Saia Motor Freight
Line, Inc. (Saia) and Jevic Transportation, Inc. (Jevic). For the
quarter ended June 30, 2002 Saia comprised approximately 63 percent and
Jevic approximately 37 percent of total revenue.

3.      Unusual items include integration and business reorganization costs and
property gains and losses.

4.      The Company reports financial and descriptive information about its
reportable operating segments on a basis consistent with that used
internally for evaluating segment operating performance and allocating
resources to segments.

The Company has two reportable segments, which are strategic business
units that offer different products and services. Saia is a regional LTL
carrier that provides overnight and second-day service in twenty-one
states and Puerto Rico. On March 4, 2001, WestEx and Action Express were
integrated into the Saia segment. Comparative prior year segment data
has been restated to reflect the integration. Jevic is a hybrid regional
heavy LTL and TL carrier that provides overnight and second-day service
primarily in the Northeastern states.

The segments are managed separately because each requires different
operating, technology and marketing strategies. The Company evaluates
performance primarily on operating income and return on capital.

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies in the Company's 2001
consolidated financial statements. Management fees and other corporate
services are charged to segments based on direct benefit received or
allocated based on revenues. The following table summarizes the
Company's operations by business segment (in thousands):

F-24

Corporate
and
Saia           Jevic          Other      Consolidated
---------      ---------      ----------   ------------

As of June 30, 2002
Identifiable assets                        $ 279,246      $ 158,630      $    (218)     $ 437,658

VCAs of December 31, 2001
Identifiable assets                        $ 280,427      $ 231,519      $      --      $ 511,946

Quarter ended June 30, 2002
Operating revenue                          $ 124,026      $  72,461             --      $ 196,487
Income (loss) from operations                  6,010            832            (78)         6,763

Quarter ended June 30, 2001
Operating revenue                          $ 122,988      $  72,647      $      --      $ 195,635
Income (loss) from operations                  3,802          1,554           (270)         5,086

Six months ended June 30, 2002
Operating revenue                          $ 239,055      $ 140,970      $      --      $ 380,025
Income from operations                         9,651          1,799            198         11,648

Six months ended June 30, 2001
Operating revenue                          $ 242,107      $ 149,505      $      --      $ 391,612
Income (loss) from operations                  1,501          3,859           (542)         4,818

5.      On June 30, 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 142, Goodwill and Other Intangible Assets, which was
adopted by the Company on January 1, 2002. Statement No. 142 requires
that upon adoption and at least annually thereafter, the company assess
goodwill impairment by applying a fair value based test. With the
adoption of Statement No. 142, goodwill will no longer be subject to
amortization, resulting in an increase in annualized operating income
and net income of $3.3 million.

At December 31, 2001 the Company had $90 million of goodwill on its
consolidated balance sheet, consisting primarily of $75.2 million
remaining from the acquisition of Jevic. In valuing the goodwill of
Jevic the Company used an estimate of business unit's discounted cash
flows in measuring whether goodwill was recoverable. Based on this
estimate, the Company has determined that 100 percent of the Jevic
goodwill was impaired due to lower business volumes, compounded by a
weak economy, and an increasingly competitive business environment. As a
result, the Company recorded a non-cash charge of $75.2 million in the
first quarter 2002, which was reflected as a cumulative change in
accounting principle.

F-25

The carrying amount of goodwill attributed to each reportable operating
segment with goodwill balances and changes follows (in thousands):

December 31,     Impairment         June 30,
2001         Adjustment           2002
------------     ----------         --------

Saia..........     $    14,796     $        --      $    14,796
Jevic.........          75,175         (75,175)              --
------         --------              --
$    89,971     $   (75,175)     $    14,796

Actual results of operations before cumulative effect of accounting change for
the first quarter 2002 and pro forma results of operations for the first quarter
of 2001 had the company applied the nonamortization provisions of Statement No.
142 in those periods follow (in thousands, except per share amounts):

Six Months Ended
June 30,
Quarter Ended June 30,   -----------------------           Year Ended December 31,
-----------------------                            ---------------------------------------
2002        2001         2002         2001          2001         2000          1999
----------  -----------  -----------  ----------   ------------  -----------  ------------

Reported income (loss) before
cumulative effect of
accounting change............   $    3,094  $       562  $     5,021  $   (2,455)  $        771  $     1,698  $      9,789
Add: Goodwill amortization......           --          769           --        1,502         3,006        3,041         1,945
----------  -----------  -----------  ----------   ------------  -----------  ------------

Adjusted income (loss)
before cumulative effect
of accounting change.........   $    3,094  $     1,331  $     5,021  $     (953)  $      3,777  $     4,739  $     11,743
==========  ===========  ===========  ===========  ============  ===========  ============

F-26