Exhibit 10.1

EMPLOYMENT AGREEMENT

AGREEMENT , made this 24th day of October, 2006, by and between Saia, Inc., a Delaware corporation (“Saia”) and Richard D. O’Dell (the “Executive”).

WITNESSETH

WHEREAS , the Board of Directors of Saia has approved the employment of the Executive on the terms and conditions set forth in this Agreement; and

WHEREAS , the Executive is willing, for the consideration provided, to enter into employment with Saia on the terms and conditions set forth in this Agreement.

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

1.

Employment. Saia hereby agrees to employ the Executive, and the Executive hereby accepts such employment, upon the terms and conditions set forth in this Agreement.

2.

Term. The term of this Agreement shall be for two years from the date hereof (the “Effective Date”), with said term renewing daily, and ending on the date of termination of the Executive’s employment determined pursuant to Section 5, 6 or 7, whichever shall be applicable. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement has not been earlier terminated, it shall automatically expire on the twentieth (20 th ) anniversary of the Effective Date.

3.

Position and Duties. The Executive shall serve as President of Saia until January 1, 2007, and thereafter as President and Chief Executive Officer of Saia, and shall have such responsibilities and authority as commensurate with such offices and as may from time to time be prescribed by or pursuant to Saia’s bylaws. The Executive shall devote substantially all of his working time and efforts to the business and affairs of Saia.

4.

Compensation. During the period of the Executive’s employment, Saia shall provide the Executive with the following compensation and other benefits:

(a)

Base Salary . Saia shall pay to the Executive base salary at the rate of $364,000.00 per annum which shall be payable in accordance with the standard payroll practices of Saia. Effective January 1, 2007, Saia shall pay to the Executive base salary at the rate of $419,000.00 per annum. Such base salary rate shall be reviewed annually in accordance with Saia’s normal policies beginning in calendar year 2007 for calendar year 2008; provided, however, that at no time during the term of this Agreement shall the Executive’s base salary be decreased from the rate then in effect.

(b)

Annual Bonus. The Executive shall participate in a bonus program established and maintained by Saia, which shall be paid by Saia. The criteria for establishment of the parameters for payments shall be determined annually by the Compensation Committee of the Board of Directors of Saia.

(c)

Long-Term Incentive Awards . The Compensation Committee of the Board of Directors of Saia shall determine the form and amount of any long-term incentive awards, if any, to be granted to the Executive and the terms and conditions of any such awards.

(d)

Other Benefits . In addition to the compensation and benefits otherwise specified in this Agreement, the Executive (and, if provided for under the applicable plan or program, his spouse) shall be entitled to participate in, and to receive benefits under, Saia’s employee benefit plans and programs that are or may be available to senior executives generally and on terms and conditions that are no less favorable than those generally applicable to other senior executives of Saia.

(e)

Expenses . The Executive shall be entitled to prompt reimbursement of all reasonable expenses incurred by him in performing services hereunder, provided he properly accounts therefore in accordance with Saia’s policies. Such expenses shall be reimbursed no later than 2 1/2 months after the end of the year in which they were incurred.

(f)

Office and Services Furnished . Saia shall furnish the Executive with office space, secretarial assistance and such other facilities and services as shall be suitable to the Executive’s position and adequate for the performance of his duties hereunder.

5.

Termination of Employment by Saia .

(a)

Cause . Saia may terminate the Executive’s employment for “Cause” if the Executive willfully engages in conduct which is materially and demonstrably injurious to Saia or any of its affiliates (as defined below) or willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of Saia or any of its affiliates. Saia shall exercise its right to terminate the Executive’s employment for Cause by (i) giving him written notice of termination at least 30 days before the date of such termination specifying in reasonable detail the circumstances constituting such Cause; and (ii) delivering to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board of Directors, finding that the Executive has engaged in the conduct set forth in this subsection (a). In the event of such termination of the Executive’s employment for Cause, the Executive shall be entitled to receive (i) his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or any benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) any amounts owing under Section 4(e). In addition, in the event of such termination of the Executive’s employment for Cause, all outstanding options to purchase common stock of Saia held by the Executive at the effective date of such termination which had not already been exercised shall be forfeited. Except as provided in Section 9, the Executive shall receive no other compensation or benefits from Saia or any of its affiliates.

(b)

Disability . If the Executive incurs a Permanent and Total Disability, as defined below, Saia may terminate the Executive’s employment by giving him written notice of termination at least 30 days before the date of such termination. In the event of such termination of the Executive’s employment because of Permanent and Total Disability, (i) the Executive shall be entitled to receive his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or any benefit plan or program of Saia as of the date of such termination of employment at the normal time for payment of such salary, compensation or benefits and any amounts owing under Section 4(e), and (ii) all outstanding stock options to purchase common stock of Saia held by the Executive at the time of his termination of employment shall become immediately exercisable at that time, and the Executive shall have one year from the date of such termination of employment to exercise any or all of such outstanding options (but not beyond the term of such option). For purposes of this Agreement, the Executive shall be considered to have incurred a “Permanent and Total Disability” if he is unable to engage in any substantial gainful employment by reason of any materially determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The existence of such Permanent and Total Disability shall be evidenced by such medical certification as the Secretary of Saia shall require and shall be subject to the approval of the Compensation Committee of the Board of Directors of Saia.

(c)

Without Cause . Saia may terminate the Executive’s employment at any time and for any reason, other than for Cause or because of Permanent and Total Disability, by giving him a written notice of termination to that effect at least 30 days before the date of termination. In the event of such termination of the Executive’s employment without Cause, and provided Executive fully complies with his obligations under Sections 11 and 12 of this Agreement, then Executive shall be entitled to the benefits described in Section 8. Executive shall forfeit the benefits described in Section 8 in the event he violates his obligations under Sections 11 or 12 of this Agreement.

6.

Termination of Employment by the Executive .

(a)

Good Reason . The Executive may terminate his employment for Good Reason by giving Saia a written notice of termination at least 30 days before the date of such termination specifying in reasonable detail the circumstances constituting such Good Reason. In the event of the Executive’s termination of his employment for Good Reason, and provided that Executive fully complies with his obligations under Sections 11 and 12 of this Agreement, then Executive shall be entitled to the benefits described in Section 8. Executive shall forfeit the benefits described in Section 8 in the event he violates his obligations under Sections 11 or 12 of this Agreement. For purposes of this Agreement, “Good Reason” shall mean (i) the failure of Saia in any material way either to pay or provide to the Executive the compensation and benefits that he is entitled to receive pursuant to this Agreement by the later of (A) 60 days after the applicable due date or (B) 30 days after the Executive’s written demand for payment, or (ii) the assignment to the Executive of any duties that are materially inconsistent with those of a President or Chief Executive Officer (as the case may be, depending on the Executive’s title at such time) of a company that results in a diminution in the Executive’s normal duties, responsibilities and authority as described in Section 3, or (iii) Executive’s receipt of notice from Saia of the cut-off of the automatic renewal of the term of this Agreement as described in Section 2 above.

(b)

Other . The Executive may terminate his employment at any time and for any reason, other than pursuant to subsection (a) above, by giving Saia a written notice of termination to that effect at least 30 days before the date of termination. In the event of the Executive’s termination of his employment pursuant to this subsection (b), the Executive shall be entitled to receive (i) his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or any benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) any amounts owing under Section 4(e). In the event of the Executive’s termination of his employment pursuant to this subsection (b), all outstanding options to purchase common stock of Saia held by the Executive not previously exercised by the date of termination shall be forfeited. Except as provided in Section 9, the Executive shall receive no other compensation or benefits from Saia or any of its affiliates.

7.

Termination of Employment By Death . In the event of the death of the Executive during the course of his employment hereunder, (i) the Executive’s estate shall be entitled to receive his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or any other benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) all outstanding stock options to purchase common stock of Saia held by the Executive at the time of his death shall become immediately exercisable upon his death, and the Executive’s spouse or, if predeceased, the Executive’s estate, shall have one year from the date of his death to exercise any or all of such outstanding options (but not beyond the term of such option).

8.

Benefits Upon Termination Without Cause or Good Reason . If the Executive’s employment with Saia shall terminate (i) because of termination by Saia pursuant to Section 5(c) and not for Cause or because of Permanent and Total Disability, or (ii) because of termination by the Executive for Good Reason pursuant to Section 6(a), the Executive shall be entitled to the following, provided that Executive fully complies with his obligations under Sections 11 and 12:

(a)

Saia shall pay to the Executive his base salary pursuant to Section 4(a) and, subject to the further provisions of this Section 8, any other compensation and benefits to the extent actually earned by the Executive under this Agreement or any benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits.

(b)

Saia shall pay the Executive any amounts owing under Section 4(e) in accordance with the terms thereof.

(c)

Saia shall pay to the Executive as a severance benefit an amount equal to two times his annual rate of base salary immediately preceding his termination of employment, paid pro rata in accordance with Saia’s standard payroll practices over the twenty-four months following the effective date of termination. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such severance benefit and any interest thereon, as described below, shall be paid beginning on the date six months following the date of Executive’s termination of employment, with a payment for the first six months paid in a lump sump and with the remaining amount paid pro rata in accordance with Saia’s standard payroll practices over the remainder of the twenty-four month period. Interest on such severance benefit shall accrue beginning at the date of termination and continuing during the twenty-four month payment period at a reasonable rate to be determined by Saia.

(d)

Saia shall pay to the Executive a pro rated target bonus based on the actual portion of the fiscal year elapsed prior to the termination of Executive’s employment under Saia’s target bonus plan for the fiscal year in which his termination of employment occurs as if the target had been exactly met. Such payment shall be made in a lump sum within 30 days after the date of such termination of employment, and the Executive shall have no right to any further bonuses under said program. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, such target bonus and any interest thereon, as described below, shall be paid on the date six months following the date of Executive’s termination of employment. Interest on such target bonus shall accrue during the six month period at a reasonable rate to be determined by Saia.

(e)

The Executive shall become eligible for payment of the retirement benefits pursuant to Saia’s nonqualified defined contribution plans, if any. Payment of benefits under such plans shall be made at the time and in the manner determined under the applicable plan.

(f)

During the period of 24 months beginning on the date of the Executive’s termination of employment, the Executive (and, if applicable under the applicable program, his spouse) shall remain covered by the employee benefit plans and programs that covered him immediately prior to his termination of employment as if he had remained in employment for such period; provided, however, that there shall be excluded for this purpose (i) any plan or program providing payment for time not worked (including without limitation holiday, vacation, and long- and short-term disability), (ii) any perquisite program, and (iii) except as provided in paragraph 8(g) hereof any equity based or executive compensation plan. In the event that the Executive’s participation in any such employee benefit plan or program is barred (other than as provided herein), Saia shall arrange to provide the Executive with substantially similar benefits. Any medical insurance coverage for such two-year period pursuant to this subsection (f) shall become secondary upon the earlier of (i) the date on which the Executive begins to be covered by comparable medical coverage provided by a new employer, or (ii) the earliest date upon which the Executive becomes eligible for Medicare or a comparable Government insurance program. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, coverage under such employee benefit plans and programs or substantially similar benefits shall be provided at the Executive’s after-tax expense for the six month period following the date of Executive’s termination of employment. The value of the coverage or substantially similar benefits, determined as of Executive’s termination date, during said six month period and any interest thereon, as described below, shall be paid on the date six months following the date of Executive’s termination of employment. Interest on the cost of such coverage or substantially similar benefits shall accrue during the six month period at a reasonable rate to be determined by Saia.

(g)

All outstanding stock options to purchase common stock of Saia held by the Executive at the time of termination of his employment shall become fully exercisable upon such termination of employment and the Executive shall have two years from the date of such termination of employment to exercise any or all of such outstanding options (but not beyond the term of such option).

(h)

If any payment or benefit received by or in respect of the Executive under this Agreement or any other plan, arrangement or agreement with Saia (determined without regard to any additional payments required under this subsection (h) and Exhibit A of this Agreement) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, but excluding any penalties and interest imposed under Section 409A of the Code, being hereinafter collectively referred to as the “Excise Tax”), Saia shall pay to the Executive with respect to such Payment at the time specified in Exhibit A an additional amount (the “Gross-up Payment”) such that the net amount retained by the Executive from the Payment and the Gross-up Payment, after reduction for any Excise Tax upon the payment and any federal, state and local income and employment tax and Excise Tax upon the Gross-up Payment, shall be equal to the Payment. The calculation and payment of the Gross-up Payment shall be subject to the provisions of Exhibit A.

(i)

All payments and benefits set forth in this Section 8 are conditioned upon Executive’s compliance with his obligations under Sections 11 and 12. In the event Executive breaches any provision of Section 11 or 12, he shall forfeit all payments and benefits set forth in this Section 8 and shall forfeit all unexercised stock options (vested and unvested).

9.

Entitlement To Other Benefits . Except as provided in this Agreement, this Agreement shall not be construed as limiting in any way any rights to benefits that the Executive may have pursuant to any other plan or program of Saia.

10.

Termination or Resignation Following a Change of Control. In the event that Executive resigns his employment with Saia and its affiliates or suffers a “Termination” of such employment within two years after a “Change of Control” of Saia under the circumstances described and the definitions set forth in paragraphs 3 and 1 (e) of the Executive Severance Agreement entered into between Executive and Saia on October       , 2006 (the “Executive Severance Agreement”), the provisions of which are hereby incorporated by reference, the Executive shall be entitled to the greater of each benefit described in Section 8 or each benefit provided for under the Executive Severance Agreement.

11.

Non-Competition and Non-Solicitation . The Executive acknowledges that in the course of his employment with Saia and its affiliates he has become, and in the course of his employment with Saia he will continue to become, familiar with Saia’s trade secrets and those of Saia’s affiliates and its customers and suppliers. Executive further acknowledges that his services are of special, unique and extraordinary value to Saia. Therefore, the Executive agrees that, during the Restricted Period (as defined below), he shall not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “ Person ”):

(a)

perform (as an officer, director, owner, partner, member, joint venturer, or in a managerial capacity (whether as an employee, independent contractor, or consultant)), within the Territory, any executive, managerial, sales, business planning, financial planning, or marketing services that are the same or substantially similar to the services that he performed for Saia or an affiliate of Saia at any time during the last twelve (12) months of his employment for any business engaged in the Restricted Business (as defined below);

(b)

directly or indirectly solicit, call upon, divert, or take away, or attempt to solicit, call upon, divert, or take away, for the purpose of competing with Saia in the Restricted Business, any customer, supplier, or trading partner of Saia with or as to whom Executive had any business-related contact or acquired or had access to any Confidential Information or Trade Secrets of Saia or an affiliate of Saia at any time during the last twelve (12) months of his employment;

(c)

directly or indirectly solicit or attempt to solicit any employees, agents, or independent contractors of Saia or an affiliate of Saia with whom Executive had any business-related contact within the last twelve (12) months of his employment with Saia, without the prior written consent of Saia, in order to induce them to terminate their employment or to terminate or limit their agency or independent contractor agreement or relationship with Saia or an affiliate of Saia.

(d)

For purposes of Sections 11 and 12 of this Agreement:

(i)

References to the “ Territory ” shall mean the territory described in Exhibit B hereto, which Executive acknowledges and agrees is the territory in which Saia operates its business. Executive further acknowledges and agrees that he performs services for Saia, and calls on Saia’s customers, throughout the entire Territory.

(ii)

References to the “ Restricted Business ” shall mean the provision of regional, interregional and/or national less-than-truckload services. Executive acknowledges that Saia’s business may change over time and agrees that he will not unreasonably withhold consent to the modification of this definition resulting from such change.

(iii)

References to the “ Restricted Period ” shall mean the period of time Executive is employed by Saia or an affiliate of Saia and a period of two years after the date the Executive ceases to be employed by Saia or an affiliate of Saia.

(iv)

Executive agrees to confer in good faith annually with Saia regarding the definitions contained within this Section and agrees that he shall not be entitled to any annual increases in pay or benefits until such good faith conference has concluded and, when appropriate, written modifications are made to the definitions.

(e)

The covenants in this Section 11 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 11 relating to the time period, scope, or geographic areas of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period, scope, or geographic area, as applicable, that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

(f)

All of the covenants in this Section 11 shall be construed as an agreement independent of any other provisions in this Agreement, and the existence of any claim or cause of action Executive may have against Saia or an affiliate, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Saia of such covenants.

(g)

Executive has carefully read and considered the provisions of this Section 11 and, having done so, agrees that the restrictive covenants in this Section 11 impose a fair and reasonable restraint on Executive and are reasonably required to protect the interests of Saia or its affiliates and its officers, directors, employees, and stockholders.

12.

Trade Secrets and Confidential Information . “ Confidential Information ” means any data or information (other than Trade Secrets) that is valuable to Saia or its affiliates (or, if owned by someone else, is valuable to that third party) and not generally known to the public or to competitors in the industry, including, but not limited to, any non-public information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs and processes; stockholder information; pricing costs, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods; contracts and bids; and personnel. Confidential Information does not include any information that Executive knew or obtained prior to his employment with Saia or its affiliates or that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the person or entity to which such information pertains. “ Trade Secret ” means trade secret as defined by applicable state law. In the absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(a)

The Executive acknowledges that in the course of his employment with Saia and its affiliates he has become or will become familiar with Trade Secrets and Confidential Information of Saia, its affiliates, and their respective customers and suppliers. Accordingly, he is willing to enter into the covenants contained in Sections 11 and 12 of this Agreement in order to provide Saia with what he considers to be reasonable protection for its interests.

(b)

Executive hereby agrees that, during the Restricted Period, he will hold in confidence all Confidential Information that came into his knowledge during his employment with Saia and its affiliates and will not disclose, publish, or make use of such Confidential Information without the prior written consent of Saia. In the event that the Executive is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information or Trade Secrets, the Executive shall notify Saia promptly of the request or requirement so that Saia may seek an appropriate protective order or waive compliance with the provisions of this Section 12. If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is, on the advice of counsel, compelled to disclose any Confidential Information or Trade Secrets to any tribunal or else stand liable for contempt, the Executive may disclose the Confidential Information or Trade Secrets to the tribunal; provided , that the Executive shall first use his best efforts to obtain, at the request of and at the cost of Saia, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information or Trade Secrets required to be disclosed as Saia shall designate. This Section 12 shall not prevent Executive from using any of the Confidential Information or Trade Secrets in connection with his employment with Saia or any of its affiliates. Executive further agrees to deliver promptly to Saia, at the request and option of Saia, all tangible embodiments (and all copies) of the Confidential Information and Trade Secrets which are in his possession or under his control.

(c)

Executive hereby agrees to hold in confidence all Trade Secrets that came into his knowledge during his employment by Saia or its affiliates and shall not disclose, publish, or make use of at any time after the date hereof such Trade Secrets without the prior written consent of Saia for as long as the information remains a Trade Secret.

(d)

The parties agree that the restrictions stated in this Section 12 are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable state law. Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting Saia’s rights under applicable state law to protect its trade secrets and confidential information.

13.

Use of Information of Prior Employers . During the term of this Agreement, the Executive will not improperly use or disclose any Confidential Information or Trade Secrets, if any, of any former employers or any other person to whom the Executive has an obligation of confidentiality, and will not bring onto the premises of Saia or any of its affiliates any unpublished documents or any property belonging to any former employer or any other person to whom the Executive has an obligation of confidentiality unless consented to in writing by the former employer or person.

14.

Remedy for Breach . The Executive acknowledges and agrees that in the event of a breach by the Executive of any of the provisions of Sections 11, 12 or 13 monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, Saia and/or its respective successors or assigns may, in addition to all other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages.

15.

Enforcement . If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 11, 12, 13 or 14 is invalid or unenforceable, each of the Executive and Saia agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the terms provided herein shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

16.

Acknowledgment . The Executive acknowledges and agrees that (i) the restrictions contained in Sections 11, 12, 13, 14 or 15 are reasonable in all respects (including, without limitation, with respect to subject matter, time period and geographical area) and are necessary to protect Saia’s interest in, and value of, its business (including, without limitation, the goodwill inherent therein) and (ii) Executive is responsible for the creation of such value.

17.

Arbitration .

(a)

Arbitration of Disputes . Except for an action for specific performance or injunctive relief as contemplated by Section 14 and except for a claim asserted with respect to an employee benefit plan governed by the Employee Retirement Income Security Act of 1974, any dispute between the parties hereto arising out of, in connection with, or relating to this Agreement, the breach thereof, or Executive’s employment or termination of employment with Saia shall be settled by binding arbitration in Atlanta, Georgia, in accordance with the rules then in effect of the American Arbitration Association (“AAA”). Arbitration shall be the exclusive remedy for any such dispute except only as to failure to abide by an arbitration award rendered hereunder. Regardless of whether or not both parties hereto participate in the arbitration proceeding, any arbitration award rendered hereunder shall be final and binding on each party hereto and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The party seeking arbitration shall notify the other party in writing and request the AAA to submit a list of 5 or 7 potential arbitrators. In the event the parties do not agree upon an arbitrator, each party shall, in turn, strike one arbitrator from the list, Saia having the first strike, until only one arbitrator remains, who shall arbitrate the dispute. The parties shall have the opportunity to conduct reasonable discovery as determined by the arbitrator, and the arbitration hearing shall be conducted within 30 to 60 days of the selection of an arbitrator or at the earliest date thereafter that the arbitrator is available or as otherwise set by the arbitrator.

(b)

Indemnification . If arbitration occurs as provided for herein and the Executive is awarded more than Saia has asserted is due him or otherwise substantially prevails therein, Saia shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such arbitration and hereby agrees to pay interest on any money award obtained by the Executive from the date payment should have been made until the date payment is made, calculated at the prime interest rate of Bank of America, N.A., Atlanta, Georgia in effect from time to time from the date that payment(s) to him should have been made under this Agreement. If the Executive enforces the arbitration award in court, Saia shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such enforcement.

18.

Indemnification under Charter and Bylaws. Saia shall provide the Executive with rights to indemnification by Saia that are no less favorable to the Executive than those set forth in Saia’s governing documents as in effect as of the Effective Date.

19.

Successors. This Agreement shall be binding upon and inure to the benefit of the Executive and his estate and Saia and any successor or assign of Saia, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

20.

Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

21.

409A Compliance. This Agreement is intended to be compliant with Section 409A of the Code. Any provision that would cause the Agreement to violate Section 409A of the Code shall be ineffective. Notwithstanding the preceding, Executive is advised to consult his personal tax counsel to determine the tax consequences of any payments hereunder and Executive shall, except as provided in Section 8(h), be liable for any taxes, penalties and/or interest assessed with respect to any payments hereunder.

22.

Survival. The parties agree that the obligations contained in this Agreement which by their terms survive the expiration, termination or cancellation of this Agreement shall survive any expiration, termination or cancellation of this Agreement and continue to be enforceable.

23.

Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be deemed sufficiently given if delivered by hand or mailed by registered mail, return receipt requested, to his residence in the case of the Executive and to its principal executive offices in the case of Saia. Either party may by giving written notice to the other party in accordance with this Section 22 change the address at which it is to receive notices hereunder.

24.

Controlling Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware, not including the choice-of-law rules thereof.

25.

Changes to Agreement. This Agreement may not be changed orally but only in a writing, signed by the party against whom enforcement is sought.

26.

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

24th of October, 2006.

Secretary

1

Exhibit A

Gross-Up Payments

The following provisions shall be applicable with respect to the Gross-Up Payments described in Section 8 (h) of this Agreement.

(a) For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Payments received or to be received shall be treated as “parachute payments” within the meaning of Section 280G(b) (2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b) (1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of tax counsel selected by Saia, the Payments (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b) (4) (A) of the Code, or excess parachute payments (as determined after application of Section 280G(b) (4) (B) of the Code), and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by independent auditors selected by Saia in accordance with the principles of Sections 280G(d) (3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation to which such payment could be subject based upon the state and locality of the Executive’s residence or employment, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. In addition, for purposes of determining the amount of the Gross-Up Payment, Saia shall make a determination of the amount of any employment taxes required to be paid on the Gross-Up Payment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payments the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Saia shall make an additional gross-up payment in respect of such excess (plus any interest, penalties or additions payable with respect to such excess) on the date which is four years after the date of the Payment. Notwithstanding the foregoing, Saia shall withhold from any payment due to the Executive the amount required by law to be so withheld under Federal, state or local wage or employment tax withholding requirements or otherwise (including without limitation Section 4999 of the Code), and shall pay over to the appropriate government authorities the amount so withheld.

(b) The Gross-Up Payment with respect to a Payment shall be paid not later than the thirtieth day following the date of the Payment or, in the event the Change in Control does not constitute a change in control within the meaning of Section 409A of the Code, on the date six months following the date of Executive’s termination of employment. If the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, Saia shall pay to the Executive on such date an estimate, as determined in good faith by Saia, of the amount of such Gross-Up payments and shall pay the remainder of such payments (together with interest at the Federal short-term rate provided in Section 1274(d)(1)(C)(i) of the Code) on the date which is four years after the date of the Payment. At the time that payments are made under Section 8(h) and this Exhibit A, Saia shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including, without limitation, any opinions or other advice Saia has received from outside counsel, auditors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

2

Exhibit B

Territory

Washington, Oregon, Idaho, California, Arizona, Nevada, Utah, Colorado, New Mexico, Texas,
Oklahoma, Kansas, Nebraska, South Dakota, North Dakota, Minnesota, Iowa, Illinois, Wisconsin,
Missouri, Arkansas, Louisiana, Mississippi, Tennessee, Alabama, Florida, Georgia, South Carolina,
North Carolina, Virginia

3

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AGREEMENT , made this 24th day of October, 2006, by and between Saia, Inc., a Delaware corporation (“Saia”) and Anthony D. Albanese (the “Executive”). The parties hereto are parties to an existing Employment Agreement and wish to amend and restate the Employment Agreement as follows:

WITNESSETH

WHEREAS , the Board of Directors of Saia has approved the employment of the Executive on the terms and conditions set forth in this Agreement; and

WHEREAS , the Executive is willing, for the consideration provided, to enter into employment with Saia on the terms and conditions set forth in this Agreement.

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

1.

Employment. Saia hereby agrees to employ the Executive, and the Executive hereby accepts such employment, upon the terms and conditions set forth in this Agreement.

2.

Term. The term of this Agreement shall be for two years from the date hereof (the “Effective Date”), with said term renewing daily, and ending on the date of termination of the Executive’s employment determined pursuant to Section 5, 6 or 7, whichever shall be applicable. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement has not been earlier terminated, it shall automatically expire on the twentieth (20 th ) anniversary of the Effective Date.

3.

Position and Duties. The Executive shall serve as Senior Vice President, Operations and Sales, and shall have such responsibilities and authority as commensurate with such offices and as may from time to time be prescribed by or pursuant to Saia’s bylaws. The Executive shall devote substantially all of his working time and efforts to the business and affairs of Saia.

4.

Compensation. During the period of the Executive’s employment, Saia shall provide the Executive with the following compensation and other benefits:

(a)

Base Salary . Saia shall pay to the Executive base salary at the rate of $264,000.00 per annum which shall be payable in accordance with the standard payroll practices of Saia. Such base salary rate shall be reviewed annually in accordance with Saia’s normal policies beginning in calendar year 2006 for calendar year 2007; provided, however, that at no time during the term of this Agreement shall the Executive’s base salary be decreased from the rate then in effect.

(b)

Annual Bonus. The Executive shall participate in a bonus program established and maintained by Saia, which shall be paid by Saia. The criteria for establishment of the parameters for payments shall be determined annually by the Compensation Committee of the Board of Directors of Saia.

(c)

Long-Term Incentive Awards . The Compensation Committee of the Board of Directors of Saia shall determine the form and amount of any long-term incentive awards, if any, to be granted to the Executive and the terms and conditions of any such awards.

(d)

Other Benefits . In addition to the compensation and benefits otherwise specified in this Agreement, the Executive (and, if provided for under the applicable plan or program, his spouse) shall be entitled to participate in, and to receive benefits under, Saia’s employee benefit plans and programs that are or may be available to senior executives generally and on terms and conditions that are no less favorable than those generally applicable to other senior executives of Saia.

(e)

Expenses . The Executive shall be entitled to prompt reimbursement of all reasonable expenses incurred by him in performing services hereunder, provided he properly accounts therefore in accordance with Saia’s policies. Such expenses shall be reimbursed no later than 2 1/2 months after the end of the year in which they were incurred.

(f)

Office and Services Furnished . Saia shall furnish the Executive with office space, secretarial assistance and such other facilities and services as shall be suitable to the Executive’s position and adequate for the performance of his duties hereunder.

5.

Termination of Employment by Saia .

(a)

Cause . Saia may terminate the Executive’s employment for “Cause” if the Executive willfully engages in conduct which is materially and demonstrably injurious to Saia or any of its affiliates (as defined below) or willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of Saia or any of its affiliates. Saia shall exercise its right to terminate the Executive’s employment for Cause by (i) giving him written notice of termination at least 30 days before the date of such termination specifying in reasonable detail the circumstances constituting such Cause; and (ii) delivering to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board of Directors, finding that the Executive has engaged in the conduct set forth in this subsection (a). In the event of such termination of the Executive’s employment for Cause, the Executive shall be entitled to receive (i) his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or any benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) any amounts owing under Section 4(e). In addition, in the event of such termination of the Executive’s employment for Cause, all outstanding options to purchase common stock of Saia held by the Executive at the effective date of such termination which had not already been exercised shall be forfeited. Except as provided in Section 9, the Executive shall receive no other compensation or benefits from Saia or any of its affiliates.

(b)

Disability . If the Executive incurs a Permanent and Total Disability, as defined below, Saia may terminate the Executive’s employment by giving him written notice of termination at least 30 days before the date of such termination. In the event of such termination of the Executive’s employment because of Permanent and Total Disability, (i) the Executive shall be entitled to receive his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or any benefit plan or program of Saia as of the date of such termination of employment at the normal time for payment of such salary, compensation or benefits and any amounts owing under Section 4(e), and (ii) all outstanding stock options to purchase common stock of Saia held by the Executive at the time of his termination of employment shall become immediately exercisable at that time, and the Executive shall have one year from the date of such termination of employment to exercise any or all of such outstanding options (but not beyond the term of such option). For purposes of this Agreement, the Executive shall be considered to have incurred a “Permanent and Total Disability” if he is unable to engage in any substantial gainful employment by reason of any materially determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The existence of such Permanent and Total Disability shall be evidenced by such medical certification as the Secretary of Saia shall require and shall be subject to the approval of the Compensation Committee of the Board of Directors of Saia.

(c)

Without Cause . Saia may terminate the Executive’s employment at any time and for any reason, other than for Cause or because of Permanent and Total Disability, by giving him a written notice of termination to that effect at least 30 days before the date of termination. In the event of such termination of the Executive’s employment without Cause, and provided Executive fully complies with his obligations under Sections 11 and 12 of this Agreement, then Executive shall be entitled to the benefits described in Section 8. Executive shall forfeit the benefits described in Section 8 in the event he violates his obligations under Sections 11 or 12 of this Agreement.

6.

Termination of Employment by the Executive .

(a)

Good Reason . The Executive may terminate his employment for Good Reason by giving Saia a written notice of termination at least 30 days before the date of such termination specifying in reasonable detail the circumstances constituting such Good Reason. In the event of the Executive’s termination of his employment for Good Reason, and provided that Executive fully complies with his obligations under Sections 11 and 12 of this Agreement, then Executive shall be entitled to the benefits described in Section 8. Executive shall forfeit the benefits described in Section 8 in the event he violates his obligations under Sections 11 or 12 of this Agreement. For purposes of this Agreement, “Good Reason” shall mean (i) the failure of Saia in any material way either to pay or provide to the Executive the compensation and benefits that he is entitled to receive pursuant to this Agreement by the later of (A) 60 days after the applicable due date or (B) 30 days after the Executive’s written demand for payment, or (ii) the assignment to the Executive of any duties that are materially inconsistent with those of a Senior Vice President of a company that results in a diminution in the Executive’s normal duties, responsibilities and authority as described in Section 3; provided, that, the promotion of Executive to a more senior position with Saia or the transfer of the Executive to a comparable or more senior position with another subsidiary of Saia shall not be deemed to give rise to Executive’s right to terminate his employment for “Good Reason”, or (iii) Executive’s receipt of notice from Saia of the cut-off of the automatic renewal of the term of this Agreement as described in Section 2 above.

(b)

Other . The Executive may terminate his employment at any time and for any reason, other than pursuant to subsection (a) above, by giving Saia a written notice of termination to that effect at least 30 days before the date of termination. In the event of the Executive’s termination of his employment pursuant to this subsection (b), the Executive shall be entitled to receive (i) his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or any benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) any amounts owing under Section 4(e). In the event of the Executive’s termination of his employment pursuant to this subsection (b), all outstanding options to purchase common stock of Saia held by the Executive not previously exercised by the date of termination shall be forfeited. Except as provided in Section 9, the Executive shall receive no other compensation or benefits from Saia or any of its affiliates.

7.

Termination of Employment By Death . In the event of the death of the Executive during the course of his employment hereunder, (i) the Executive’s estate shall be entitled to receive his base salary pursuant to Section 4(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or any other benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) all outstanding stock options to purchase common stock of Saia held by the Executive at the time of his death shall become immediately exercisable upon his death, and the Executive’s spouse or, if predeceased, the Executive’s estate, shall have one year from the date of his death to exercise any or all of such outstanding options (but not beyond the term of such option).

8.

Benefits Upon Termination Without Cause or Good Reason . If the Executive’s employment with Saia shall terminate (i) because of termination by Saia pursuant to Section 5(c) and not for Cause or because of Permanent and Total Disability, or (ii) because of termination by the Executive for Good Reason pursuant to Section 6(a), the Executive shall be entitled to the following, provided that Executive fully complies with his obligations under Sections 11 and 12:

(a)

Saia shall pay to the Executive his base salary pursuant to Section 4(a) and, subject to the further provisions of this Section 8, any other compensation and benefits to the extent actually earned by the Executive under this Agreement or any benefit plan or program of Saia as of the date of such termination at the normal time for payment of such salary, compensation or benefits.

(b)

Saia shall pay the Executive any amounts owing under Section 4(e) in accordance with the terms thereof.

(c)

Saia shall pay to the Executive as a severance benefit an amount equal to two times his annual rate of base salary immediately preceding his termination of employment, paid pro rata in accordance with Saia’s standard payroll practices over the twenty-four months following the effective date of termination. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such severance benefit and any interest thereon, as described below, shall be paid beginning on the date six months following the date of Executive’s termination of employment, with a payment for the first six months paid in a lump sump and with the remaining amount paid pro rata in accordance with Saia’s standard payroll practices over the remainder of the twenty-four month period. Interest on such severance benefit shall accrue beginning at the date of termination and continuing during the twenty-four month payment period at a reasonable rate to be determined by Saia.

(d)

Saia shall pay to the Executive a pro rated target bonus based on the actual portion of the fiscal year elapsed prior to the termination of Executive’s employment under Saia’s target bonus plan for the fiscal year in which his termination of employment occurs as if the target had been exactly met. Such payment shall be made in a lump sum within 30 days after the date of such termination of employment, and the Executive shall have no right to any further bonuses under said program. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, such target bonus and any interest thereon, as described below, shall be paid on the date six months following the date of Executive’s termination of employment. Interest on such target bonus shall accrue during the six month period at a reasonable rate to be determined by Saia.

(e)

The Executive shall become eligible for payment of the retirement benefits pursuant to Saia’s nonqualified defined contribution plans, if any. Payment of benefits under such plans shall be made at the time and in the manner determined under the applicable plan.

(f)

During the period of 24 months beginning on the date of the Executive’s termination of employment, the Executive (and, if applicable under the applicable program, his spouse) shall remain covered by the employee benefit plans and programs that covered him immediately prior to his termination of employment as if he had remained in employment for such period; provided, however, that there shall be excluded for this purpose(i) any plan or program providing payment for time not worked (including without limitation holiday, vacation, and long- and short-term disability), (ii) any perquisite program, and (iii) except as provided in paragraph 8(g) hereof any equity based or executive compensation plan. In the event that the Executive’s participation in any such employee benefit plan or program is barred (other than as provided herein), Saia shall arrange to provide the Executive with substantially similar benefits. Any medical insurance coverage for such two-year period pursuant to this subsection (f) shall become secondary upon the earlier of (i) the date on which the Executive begins to be covered by comparable medical coverage provided by a new employer, or (ii) the earliest date upon which the Executive becomes eligible for Medicare or a comparable Government insurance program. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, coverage under such employee benefit plans and programs or substantially similar benefits shall be provided at the Executive’s after-tax expense for the six month period following the date of Executive’s termination of employment. The value of the coverage or substantially similar benefits, determined as of Executive’s termination date, during said six month period and any interest thereon, as described below, shall be paid on the date six months following the date of Executive’s termination of employment. Interest on the cost of such coverage or substantially similar benefits shall accrue during the six month period at a reasonable rate to be determined by Saia.

(g)

All outstanding stock options to purchase common stock of Saia held by the Executive at the time of termination of his employment shall become fully exercisable upon such termination of employment and the Executive shall have two years from the date of such termination of employment to exercise any or all of such outstanding options (but not beyond the term of such option).

(h)

If any payment or benefit received by or in respect of the Executive under this Agreement or any other plan, arrangement or agreement with Saia (determined without regard to any additional payments required under this subsection (h) and Exhibit A of this Agreement) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, but excluding any penalties and interest imposed under Section 409A of the Code, being hereinafter collectively referred to as the “Excise Tax”), Saia shall pay to the Executive with respect to such Payment at the time specified in Exhibit A an additional amount (the “Gross-up Payment”) such that the net amount retained by the Executive from the Payment and the Gross-up Payment, after reduction for any Excise Tax upon the payment and any federal, state and local income and employment tax and Excise Tax upon the Gross-up Payment, shall be equal to the Payment. The calculation and payment of the Gross-up Payment shall be subject to the provisions of Exhibit A.

(i)

All payments and benefits set forth in this Section 8 are conditioned upon Executive’s compliance with his obligations under Sections 11 and 12. In the event Executive breaches any provision of Section 11 or 12, he shall forfeit all payments and benefits set forth in this Section 8 and shall forfeit all unexercised stock options (vested and unvested).

9.

Entitlement To Other Benefits . Except as provided in this Agreement, this Agreement shall not be construed as limiting in any way any rights to benefits that the Executive may have pursuant to any other plan or program of Saia.

10.

Termination or Resignation Following a Change of Control. In the event that Executive resigns his employment with Saia and its affiliates or suffers a “Termination” of such employment within two years after a “Change of Control” of Saia under the circumstances described and the definitions set forth in paragraphs 3 and 1 (e) of the Executive Severance Agreement entered into between Executive and Saia on October       , 2006 (the “Executive Severance Agreement”), the provisions of which are hereby incorporated by reference, the Executive shall be entitled to the greater of each benefit described in Section 8 or each benefit provided for under the Executive Severance Agreement.

11.

Non-Competition and Non-Solicitation . The Executive acknowledges that in the course of his employment with Saia and its affiliates he has become, and in the course of his employment with Saia he will continue to become, familiar with Saia’s trade secrets and those of Saia’s affiliates and its customers and suppliers. Executive further acknowledges that his services are of special, unique and extraordinary value to Saia. Therefore, the Executive agrees that, during the Restricted Period (as defined below), he shall not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “ Person ”):

(a)

perform (as an officer, director, owner, partner, member, joint venturer, or in a managerial capacity (whether as an employee, independent contractor, or consultant)), within the Territory, any executive, managerial, sales, business planning, financial planning, or marketing services that are the same or substantially similar to the services that he performed for Saia or an affiliate of Saia at any time during the last twelve (12) months of his employment for any business engaged in the Restricted Business (as defined below);

(b)

directly or indirectly solicit, call upon, divert, or take away, or attempt to solicit, call upon, divert, or take away, for the purpose of competing with Saia in the Restricted Business, any customer, supplier, or trading partner of Saia with or as to whom Executive had any business-related contact or acquired or had access to any Confidential Information or Trade Secrets of Saia or an affiliate of Saia at any time during the last twelve (12) months of his employment;

(c)

directly or indirectly solicit or attempt to solicit any employees, agents, or independent contractors of Saia or an affiliate of Saia with whom Executive had any business-related contact within the last twelve (12) months of his employment with Saia, without the prior written consent of Saia, in order to induce them to terminate their employment or to terminate or limit their agency or independent contractor agreement or relationship with Saia or an affiliate of Saia.

(d)

For purposes of Sections 11 and 12 of this Agreement:

(i)

References to the “ Territory ” shall mean the territory described in Exhibit B hereto, which Executive acknowledges and agrees is the territory in which Saia operates its business. Executive further acknowledges and agrees that he performs services for Saia, and calls on Saia’s customers, throughout the entire Territory.

(ii)

References to the “ Restricted Business ” shall mean the provision of regional, interregional and/or national less-than-truckload services. Executive acknowledges that Saia’s business may change over time and agrees that he will not unreasonably withhold consent to the modification of this definition resulting from such change.

(iii)

References to the “ Restricted Period ” shall mean the period of time Executive is employed by Saia or an affiliate of Saia and a period of two years after the date the Executive ceases to be employed by Saia or an affiliate of Saia.

(iv)

Executive agrees to confer in good faith annually with Saia regarding the definitions contained within this Section and agrees that he shall not be entitled to any annual increases in pay or benefits until such good faith conference has concluded and, when appropriate, written modifications are made to the definitions.

(e)

The covenants in this Section 11 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 11 relating to the time period, scope, or geographic areas of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period, scope, or geographic area, as applicable, that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

(f)

All of the covenants in this Section 11 shall be construed as an agreement independent of any other provisions in this Agreement, and the existence of any claim or cause of action Executive may have against Saia or an affiliate, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Saia of such covenants.

(g)

Executive has carefully read and considered the provisions of this Section 11 and, having done so, agrees that the restrictive covenants in this Section 11 impose a fair and reasonable restraint on Executive and are reasonably required to protect the interests of Saia or its affiliates and its officers, directors, employees, and stockholders.

12.

Trade Secrets and Confidential Information . “ Confidential Information ” means any data or information (other than Trade Secrets) that is valuable to Saia or its affiliates (or, if owned by someone else, is valuable to that third party) and not generally known to the public or to competitors in the industry, including, but not limited to, any non-public information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs and processes; stockholder information; pricing costs, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods; contracts and bids; and personnel. Confidential Information does not include any information that Executive knew or obtained prior to his employment with Saia or its affiliates or that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the person or entity to which such information pertains. “ Trade Secret ” means trade secret as defined by applicable state law. In the absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(a)

The Executive acknowledges that in the course of his employment with Saia and its affiliates he has become or will become familiar with Trade Secrets and Confidential Information of Saia, its affiliates, and their respective customers and suppliers. Accordingly, he is willing to enter into the covenants contained in Sections 11 and 12 of this Agreement in order to provide Saia with what he considers to be reasonable protection for its interests.

(b)

Executive hereby agrees that, during the Restricted Period, he will hold in confidence all Confidential Information that came into his knowledge during his employment with Saia and its affiliates and will not disclose, publish, or make use of such Confidential Information without the prior written consent of Saia. In the event that the Executive is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information or Trade Secrets, the Executive shall notify Saia promptly of the request or requirement so that Saia may seek an appropriate protective order or waive compliance with the provisions of this Section 12. If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is, on the advice of counsel, compelled to disclose any Confidential Information or Trade Secrets to any tribunal or else stand liable for contempt, the Executive may disclose the Confidential Information or Trade Secrets to the tribunal; provided , that the Executive shall first use his best efforts to obtain, at the request of and at the cost of Saia, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information or Trade Secrets required to be disclosed as Saia shall designate. This Section 12 shall not prevent Executive from using any of the Confidential Information or Trade Secrets in connection with his employment with Saia or any of its affiliates. Executive further agrees to deliver promptly to Saia, at the request and option of Saia, all tangible embodiments (and all copies) of the Confidential Information and Trade Secrets which are in his possession or under his control.

(c)

Executive hereby agrees to hold in confidence all Trade Secrets that came into his knowledge during his employment by Saia or its affiliates and shall not disclose, publish, or make use of at any time after the date hereof such Trade Secrets without the prior written consent of Saia for as long as the information remains a Trade Secret.

(d)

The parties agree that the restrictions stated in this Section 12 are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable state law. Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting Saia’s rights under applicable state law to protect its trade secrets and confidential information.

13.

Use of Information of Prior Employers . During the term of this Agreement, the Executive will not improperly use or disclose any Confidential Information or Trade Secrets, if any, of any former employers or any other person to whom the Executive has an obligation of confidentiality, and will not bring onto the premises of Saia or any of its affiliates any unpublished documents or any property belonging to any former employer or any other person to whom the Executive has an obligation of confidentiality unless consented to in writing by the former employer or person.

14.

Remedy for Breach . The Executive acknowledges and agrees that in the event of a breach by the Executive of any of the provisions of Sections 11, 12 or 13 monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, Saia and/or its respective successors or assigns may, in addition to all other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages.

15.

Enforcement . If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 11, 12, 13 or 14 is invalid or unenforceable, each of the Executive and Saia agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the terms provided herein shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

16.

Acknowledgment . The Executive acknowledges and agrees that (i) the restrictions contained in Sections 11, 12, 13, 14 or 15 are reasonable in all respects (including, without limitation, with respect to subject matter, time period and geographical area) and are necessary to protect Saia’s interest in, and value of, its business (including, without limitation, the goodwill inherent therein) and (ii) Executive is responsible for the creation of such value.

17.

Arbitration .

(a)

Arbitration of Disputes . Except for an action for specific performance or injunctive relief as contemplated by Section 14 and except for a claim asserted with respect to an employee benefit plan governed by the Employee Retirement Income Security Act of 1974, any dispute between the parties hereto arising out of, in connection with, or relating to this Agreement, the breach thereof, or Executive’s employment or termination of employment with Saia shall be settled by binding arbitration in Atlanta, Georgia, in accordance with the rules then in effect of the American Arbitration Association (“AAA”). Arbitration shall be the exclusive remedy for any such dispute except only as to failure to abide by an arbitration award rendered hereunder. Regardless of whether or not both parties hereto participate in the arbitration proceeding, any arbitration award rendered hereunder shall be final and binding on each party hereto and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The party seeking arbitration shall notify the other party in writing and request the AAA to submit a list of 5 or 7 potential arbitrators. In the event the parties do not agree upon an arbitrator, each party shall, in turn, strike one arbitrator from the list, Saia having the first strike, until only one arbitrator remains, who shall arbitrate the dispute. The parties shall have the opportunity to conduct reasonable discovery as determined by the arbitrator, and the arbitration hearing shall be conducted within 30 to 60 days of the selection of an arbitrator or at the earliest date thereafter that the arbitrator is available or as otherwise set by the arbitrator.

(b)

Indemnification . If arbitration occurs as provided for herein and the Executive is awarded more than Saia has asserted is due him or otherwise substantially prevails therein, Saia shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such arbitration and hereby agrees to pay interest on any money award obtained by the Executive from the date payment should have been made until the date payment is made, calculated at the prime interest rate of Bank of America, N.A., Atlanta, Georgia in effect from time to time from the date that payment(s) to him should have been made under this Agreement. If the Executive enforces the arbitration award in court, Saia shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such enforcement.

18.

Indemnification under Charter and Bylaws. Saia shall provide the Executive with rights to indemnification by Saia that are no less favorable to the Executive than those set forth in Saia’s governing documents as in effect as of the Effective Date.

19.

Successors. This Agreement shall be binding upon and inure to the benefit of the Executive and his estate and Saia and any successor or assign of Saia, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

20.

Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

21.

409A Compliance. This Agreement is intended to be compliant with Section 409A of the Code. Any provision that would cause the Agreement to violate Section 409A of the Code shall be ineffective. Notwithstanding the preceding, Executive is advised to consult his personal tax counsel to determine the tax consequences of any payments hereunder and Executive shall, except as provided in Section 8(h), be liable for any taxes, penalties and/or interest assessed with respect to any payments hereunder.

22.

Survival. The parties agree that the obligations contained in this Agreement which by their terms survive the expiration, termination or cancellation of this Agreement shall survive any expiration, termination or cancellation of this Agreement and continue to be enforceable.

23.

Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be deemed sufficiently given if delivered by hand or mailed by registered mail, return receipt requested, to his residence in the case of the Executive and to its principal executive offices in the case of Saia. Either party may by giving written notice to the other party in accordance with this Section 22 change the address at which it is to receive notices hereunder.

24.

Controlling Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware, not including the choice-of-law rules thereof.

25.

Changes to Agreement. This Agreement may not be changed orally but only in a writing, signed by the party against whom enforcement is sought.

26.

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all of which together shall constitute one and the same instrument.

1

Exhibit A

Gross-Up Payments

The following provisions shall be applicable with respect to the Gross-Up Payments described in Section 8 (h) of this Agreement.

(a) For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Payments received or to be received shall be treated as “parachute payments” within the meaning of Section 280G(b) (2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b) (1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of tax counsel selected by Saia, the Payments (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b) (4) (A) of the Code, or excess parachute payments (as determined after application of Section 280G(b) (4) (B) of the Code), and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by independent auditors selected by Saia in accordance with the principles of Sections 280G(d) (3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation to which such payment could be subject based upon the state and locality of the Executive’s residence or employment, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. In addition, for purposes of determining the amount of the Gross-Up Payment, Saia shall make a determination of the amount of any employment taxes required to be paid on the Gross-Up Payment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payments the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Saia shall make an additional gross-up payment in respect of such excess (plus any interest, penalties or additions payable with respect to such excess) on the date which is four years after the date of the Payment. Notwithstanding the foregoing, Saia shall withhold from any payment due to the Executive the amount required by law to be so withheld under Federal, state or local wage or employment tax withholding requirements or otherwise (including without limitation Section 4999 of the Code), and shall pay over to the appropriate government authorities the amount so withheld.

(b) The Gross-Up Payment with respect to a Payment shall be paid not later than the thirtieth day following the date of the Payment; or, in the event the Change in Control does not constitute a change in control within the meaning of Section 409A of the Code, on the date six months following the date of Executive’s termination of employment. If the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, Saia shall pay to the Executive on such date an estimate, as determined in good faith by Saia, of the amount of such Gross-Up payments and shall pay the remainder of such payments (together with interest at the Federal short-term rate provided in Section 1274(d) (1) (C) (i) of the Code) on the date which is four years after the date of the Payment. At the time that payments are made under Section 8(h) and this Exhibit A, Saia shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including, without limitation, any opinions or other advice Saia has received from outside counsel, auditors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

2

Exhibit B

Territory

Washington, Oregon, Idaho, California, Arizona, Nevada, Utah, Colorado, New Mexico, Texas, Oklahoma, Kansas, Nebraska, South Dakota, North Dakota, Minnesota, Iowa, Illinois, Wisconsin, Missouri, Arkansas, Louisiana, Mississippi, Tennessee, Alabama, Florida, Georgia, South Carolina, North Carolina, Virginia

3

Exhibit 10.3

AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

AGREEMENT between Saia, Inc., a Delaware corporation (“Saia”), and Richard D. O’Dell (the “Executive”),

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Board”) of Saia has recommended, and the Board has approved, Saia entering into severance agreements with key executives of Saia and its Subsidiaries (hereinafter sometimes collectively referred to as the “Corporation”); and

WHEREAS, the Executive is a key executive of Saia or one of its Subsidiaries and has been selected by the Board as a key executive; and

WHEREAS, should Saia receive any proposal from a third person concerning a possible Business Combination with, or acquisition of equity securities of, Saia, the Board believes it important that the Corporation and the Board be able to rely upon the Executive to continue in his position, and that Saia have the benefit of the Executive performing his duties without his being distracted by the personal uncertainties and risks created by such a proposal;

WHEREAS, the parties wish to amend and restate the terms of their existing Executive Severance Agreement;

NOW, THEREFORE, the parties agree as follows:

1.  Definitions .

(a) “ Affiliate ” and “ Associates ” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date hereof.

(b) “ Beneficial Owner ” of shares shall include any Voting Shares:

(i) which such person or any of its Affiliates or Associates beneficially own, directly or indirectly, or

(ii) which such person or any of its Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding, or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of Saia.

(c) “ Business Combination ” means:

(i) any merger or consolidation of Saia with or into (1) any Substantial Stockholder (as hereinafter defined) or (2) any other corporation (whether or not itself a Substantial Stockholder) which, after such merger or consolidation, would be an Affiliate of a Substantial Stockholder, or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with (1) any Substantial Stockholder or (2) an Affiliate of a Substantial Stockholder of any assets of the Saia or any Subsidiary having an aggregate fair market value of $5,000,000 or more, or

(iii) the issuance or transfer by Saia (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to (1) any Substantial Stockholder or (2) any other corporation (whether or not itself a Substantial Stockholder) which, after such issuance or transfer, would be an Affiliate of a Substantial Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $5,000,000 or more, or

(iv) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Substantial Stockholder or an Affiliate of a Substantial Stockholder, or

(v) any reclassification of securities (including any reverse stock split), recapitalization, reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving a Substantial Stockholder or an Affiliate of a Substantial Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding  shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Substantial Stockholder or by an Affiliate of a Substantial Stockholder.

(d) “ Cause ” means conviction of a felony involving moral turpitude by a court of competent jurisdiction, which is no longer subject to direct appeal, or an adjudication by a court of competent jurisdiction, 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 the Corporation which is demonstrably and materially injurious to the Corporation.

(e) “ Change of Control ,” for the purposes of this Agreement, shall 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 the Corporation after the date hereof and as a result thereof becomes the beneficial owner of shares of the Corporation having 20% or more of the total number of votes that may be cast for election of directors of Saia; 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 of Saia shall cease to constitute a majority of the Board of Directors of Saia or any successor to Saia.

(f) “ Corporation ” means Saia and its Subsidiaries.

(g) “ Normal Retirement Age ” means the last day of the calendar month in which the Executive’s 65 ^th birthday occurs.

(h) “ Permanent Disability ” means a physical or mental condition which permanently renders the Executive incapable of exercising the duties and responsibilities of the position he held immediately prior to any Change of Control.

(i) “ Potential Change of Control ” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (i)  Saia enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii)  Saia or any person or “group” as defined in Section 3(d)(3) of the Securities Exchange Act of 1934, as amended, publicly announces an intention to take or consider taking actions which, if consummated would constitute a Change in Control; (iii) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(j) “ Subsidiary ” means any domestic or foreign corporation, a majority of whose shares normally entitled to vote in electing directors is owned directly or indirectly by Saia or by other Subsidiaries.

(k) “ Substantial Stockholder ” means, in respect of any Business Combination, any person (other than Saia) who or which is on the record date for the determination of stockholders entitled to notice of and to vote on such Business Combination, or as of the time of the vote on such Business Combination, or immediately prior to the consummation of any such transaction,

(i) is the Beneficial Owner, directly or indirectly, of not less than 10% of the Voting Shares, or

(ii) is an Affiliate of Saia and at any time within five years prior thereto was the Beneficial Owner, directly or indirectly, of not less than 10% of the then outstanding Voting Shares, or

(iii) is an assignee of or has otherwise succeeded to any shares of capital stock of Saia which were at any time within five years prior thereto beneficially owned by any Substantial Stockholder, and such assignment or succession shall have occurred in the course of a transaction or a series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.

(m) “ Voting Shares ” means the outstanding shares of capital stock of Saia entitled to vote generally in the election of the directors.

2.  Services During Certain Events . In the event a third person begins a tender or exchange offer or takes other steps seeking to effect a Change of Control, the Executive agrees that he will not voluntarily leave the employ of the Corporation without the consent of the Corporation, and will render the services contemplated in the recitals of this Agreement, until the third person has abandoned or terminated his or its efforts to effect a Change of Control or until 90 days after a Change of Control has occurred. In the event the Executive fails to comply with the provisions of this paragraph, the Corporation will suffer damages which are difficult, if not impossible, to ascertain. Accordingly, should the Executive fail to comply with the provisions of this paragraph, the Corporation shall retain the amounts which would otherwise be payable to the Executive hereunder as fixed, agreed and liquidated damages but shall have no other recourse against the Executive.

3.  Termination After Change of Control . “Termination” shall include (a) termination by the Corporation of the employment of Executive with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age, or Cause or (b) resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control of Saia:

(a) An adverse change of the Executive’s title or a reduction or adverse change in the nature or scope of the Executive’s authority or duties from those being exercised and performed by the Executive immediately prior to the Change of Control.

(b) A transfer of the Executive to a location which is more than 50 miles away from the location where the Executive was employed immediately prior to the Change of Control.

(c) Any reduction in the rate of Executive’s annual salary below his rate of annual salary immediately prior to the Change of Control.

(d) Any reduction in the level of Executive’s fringe benefits or annual cash bonus below a level consistent with the Corporation’s practice prior to the Change of Control.

4.  Termination Payment . In the event of a Termination, as defined in Paragraph 3, Saia shall provide the Executive the following benefits:

(a) Saia shall pay to the Executive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to three times the highest base salary and annual cash bonuses paid or payable to the Executive by the Corporation with respect to any 12 consecutive month period during the three years ending with the date of the Executive’s Termination.

(b) During the three years following the Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder, provided; however, that in the event the Executive’s participation in any such employee benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits.

(c) The Executive shall be entitled to the Gross-Up Payment, if any, described in Paragraph 6.

(d) The Corporation shall pay the Executive the Termination Payment set forth in this paragraph upon termination of the Executive’s employment following a Potential Change in Control but before a Change in Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in paragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control.

5.  Stock-Out of Options . In the event of a Change of Control, the Executive’s non-qualified stock options and incentive stock options granted by the Corporation which are outstanding on the date of the Change of Control, shall immediately vest and Executive shall have 24 months from the date of the Change of Control to exercise said options.

6.  Additional Payments by Saia .

(a)  Gross-Up Payment . In the event it shall be determined that any payment or benefit of any type by the Corporation to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (determined without regard to any additional payments required under this Paragraph 6) (the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Payment of the Gross-Up Payment shall be made promptly following the determination by the Accounting Firm as described in subparagraph (b) of this Paragraph 6, but no later than 60 calendar days after the Executive’s date of Termination or in accordance with subparagraph (c) of this Paragraph 6.

(b)  Determination by Accountant . All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Saia (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Saia. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Saia and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Saia should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that Saia exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by Saia to the Executive in the third calendar year immediately following the calendar year in which the Executive’s date of Termination occurs. Saia shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

(c)  Notification Required . The Executive shall notify Saia in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Saia of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise Saia of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to Saia (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Saia notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give Saia any information reasonably requested by Saia relating to such claim;

(ii) take such action in connection with contesting such claim as Saia shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Saia;

(iii) cooperate with Saia in good faith in order to effectively contest such claim; and

(iv) permit Saia to participate in any proceeding relating to such claim; provided, however, that Saia shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c), Saia shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at it sole option, either direct the Executive to pay the tax claimed and sue for a refund, or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Saia shall determine; provided, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Saia’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)  Repayment . If, after the receipt by Executive of an amount paid by Saia pursuant to this Paragraph 6, the Executive in not required to pay the Excise Tax to which such Gross-Up Payment relates, the Executive shall promptly pay to Saia the amount of such Gross-Up Payment (together with any interest paid or credited thereon after taxes applicable thereto).

7.  General .

(a)  Arbitration . Any dispute between the parties hereto arising out of, in connection with, or relating to this Agreement or the breach thereof shall be settled by arbitration in Kansas City, Missouri, in accordance with the rules then in effect of the American Arbitration Association (“AAA”). Arbitration shall be the exclusive remedy for any such dispute except only as to failure to abide by an arbitration award rendered hereunder. Regardless of whether or not both parties hereto participate in the arbitration proceeding, any arbitration award rendered hereunder shall be final and binding on each party hereto and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

The party seeking arbitration shall notify the other party in writing and request the AAA to submit a list of 5 or 7 potential arbitrators. In the event the parties do not agree upon an arbitrator, each party shall, in turn, strike one arbitrator from the list, the Corporation having the first strike, until only one arbitrator remains, who shall arbitrate the dispute. The arbitration hearing shall be conducted within 30 days of the selection of an arbitrator or at the earliest date thereafter that the arbitrator is available.

(b)  Indemnification . If arbitration occurs as provided for herein, the Corporation shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such arbitration and hereby agrees to pay interest on any money award obtained by the Executive from the date payment should have been made until the date payment is made, calculated at the prime interest rate of Bank of America, N.A., in effect from time to time, plus 2%, from the date that payment(s) to him should have been made under this Agreement. If the Executive enforces the arbitration award in court, the Corporation shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such enforcement.

(c)  Payment Obligations Absolute . Saia’s obligation to pay the Executive the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else, except as provided in paragraph 2 hereof. All amounts payable by Saia hereunder shall be paid without notice or demand. Each and every payment made hereunder by Saia shall be final and Saia will not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event affect any reduction of Saia’s obligation to make the payments required to be made under this Agreement.

(d)  Continuing Obligations . The Executive shall retain in confidence any confidential information known to him concerning the Corporation and its respective businesses until such information is publicly disclosed.

(e)  Successors . This Agreement shall be binding upon and inure to the benefit of the Executive and his estate and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

(f)  Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g)  Controlling Law . This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware.

(h)  Termination . This Agreement shall terminate if a majority of the Board of Directors of Saia determines that the Executive is no longer a key executive and so notifies the Executive; except that such determination shall not be made, and if made shall have no effect, (i) within two years after the Change of Control in question or (ii) during any period of time when Saia has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control until, in the opinion of a majority of the Board of Directors of Saia the third person has abandoned or terminated his efforts to effect a Change of Control.

[Remainder of page intentionally left blank.]

1

IN WITNESS WHEREOF, the parties have executed this Agreement on the 24th day of October, 2006.

2

Exhibit 10.4

AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

AGREEMENT between Saia, Inc., a Delaware corporation (“Saia”), and Anthony D. Albanese (the “Executive”),

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Board”) of Saia has recommended, and the Board has approved, Saia entering into severance agreements with key executives of Saia and its Subsidiaries (hereinafter sometimes collectively referred to as the “Corporation”); and

WHEREAS, the Executive is a key executive of Saia or one of its Subsidiaries and has been selected by the Board as a key executive; and

WHEREAS, should Saia receive any proposal from a third person concerning a possible Business Combination with, or acquisition of equity securities of, Saia, the Board believes it important that the Corporation and the Board be able to rely upon the Executive to continue in his position, and that Saia have the benefit of the Executive performing his duties without his being distracted by the personal uncertainties and risks created by such a proposal;

WHEREAS, the parties wish to amend and restate the terms of their existing Executive Severance Agreement;

NOW, THEREFORE, the parties agree as follows:

1.  Definitions .

(a) “ Affiliate ” and “ Associates ” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date hereof.

(b) “ Beneficial Owner ” of shares shall include any Voting Shares:

(i) which such person or any of its Affiliates or Associates beneficially own, directly or indirectly, or

(ii) which such person or any of its Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding, or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of Saia.

(c) “ Business Combination ” means:

(i) any merger or consolidation of Saia with or into (1) any Substantial Stockholder (as hereinafter defined) or (2) any other corporation (whether or not itself a Substantial Stockholder) which, after such merger or consolidation, would be an Affiliate of a Substantial Stockholder, or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with (1) any Substantial Stockholder or (2) an Affiliate of a Substantial Stockholder of any assets of the Saia or any Subsidiary having an aggregate fair market value of $5,000,000 or more, or

(iii) the issuance or transfer by Saia (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to (1) any Substantial Stockholder or (2) any other corporation (whether or not itself a Substantial Stockholder) which, after such issuance or transfer, would be an Affiliate of a Substantial Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $5,000,000 or more, or

(iv) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Substantial Stockholder or an Affiliate of a Substantial Stockholder, or

(v) any reclassification of securities (including any reverse stock split), recapitalization, reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving a Substantial Stockholder or an Affiliate of a Substantial Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding  shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Substantial Stockholder or by an Affiliate of a Substantial Stockholder.

(d) “ Cause ” means conviction of a felony involving moral turpitude by a court of competent jurisdiction, which is no longer subject to direct appeal, or an adjudication by a court of competent jurisdiction, 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 the Corporation which is demonstrably and materially injurious to the Corporation.

(e) “ Change of Control ,” for the purposes of this Agreement, shall 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 the Corporation after the date hereof and as a result thereof becomes the beneficial owner of shares of the Corporation having 20% or more of the total number of votes that may be cast for election of directors of Saia; 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 of Saia shall cease to constitute a majority of the Board of Directors of Saia or any successor to Saia.

(f) “ Code ” means the Internal Revenue Code of 1986, as amended.

(g) “ Corporation ” means Saia and its Subsidiaries.

(h) “ Normal Retirement Age ” means the last day of the calendar month in which the Executive’s 65 ^th birthday occurs.

(i) “ Permanent Disability ” means a physical or mental condition which permanently renders the Executive incapable of exercising the duties and responsibilities of the position he held immediately prior to any Change of Control.

(j) “ Potential Change of Control ” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (i)  Saia enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii)  Saia or any person or “group” as defined in Section 3(d)(3) of the Securities Exchange Act of 1934, as amended, publicly announces an intention to take or consider taking actions which, if consummated would constitute a Change in Control; (iii) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(k) “ Subsidiary ” means any domestic or foreign corporation, a majority of whose shares normally entitled to vote in electing directors is owned directly or indirectly by Saia or by other Subsidiaries.

(l) “ Substantial Stockholder ” means, in respect of any Business Combination, any person (other than Saia) who or which is on the record date for the determination of stockholders entitled to notice of and to vote on such Business Combination, or as of the time of the vote on such Business Combination, or immediately prior to the consummation of any such transaction,

(i) is the Beneficial Owner, directly or indirectly, of not less than 10% of the Voting Shares, or

(ii) is an Affiliate of Saia and at any time within five years prior thereto was the Beneficial Owner, directly or indirectly, of not less than 10% of the then outstanding Voting Shares, or

(iii) is an assignee of or has otherwise succeeded to any shares of capital stock of Saia which were at any time within five years prior thereto beneficially owned by any Substantial Stockholder, and such assignment or succession shall have occurred in the course of a transaction or a series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.

(m) “ Voting Shares ” means the outstanding shares of capital stock of Saia entitled to vote generally in the election of the directors.

2.  Services During Certain Events . In the event a third person begins a tender or exchange offer or takes other steps seeking to effect a Change of Control, the Executive agrees that he will not voluntarily leave the employ of the Corporation without the consent of the Corporation, and will render the services contemplated in the recitals of this Agreement, until the third person has abandoned or terminated his or its efforts to effect a Change of Control or until 90 days after a Change of Control has occurred. In the event the Executive fails to comply with the provisions of this paragraph, the Corporation will suffer damages which are difficult, if not impossible, to ascertain. Accordingly, should the Executive fail to comply with the provisions of this paragraph, the Corporation shall retain the amounts which would otherwise be payable to the Executive hereunder as fixed, agreed and liquidated damages but shall have no other recourse against the Executive.

3.  Termination After Change of Control . “Termination” shall include (a) termination by the Corporation of the employment of Executive with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age, or Cause or (b) resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control of Saia:

(a) An adverse change of the Executive’s title or a reduction or adverse change in the nature or scope of the Executive’s authority or duties from those being exercised and performed by the Executive immediately prior to the Change of Control.

(b) A transfer of the Executive to a location which is more than 50 miles away from the location where the Executive was employed immediately prior to the Change of Control.

(c) Any reduction in the rate of Executive’s annual salary below his rate of annual salary immediately prior to the Change of Control.

(d) Any reduction in the level of Executive’s fringe benefits or bonus below a level consistent with the Corporation’s practice prior to the Change of Control.

4.  Termination Payment . In the event of a Termination, as defined in Paragraph 3, Saia shall provide the Executive the following benefits:

(a) Saia shall pay to the Executive on or before the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to two times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by the Corporation with respect to any 12 consecutive month period during the three years ending with the date of the Executive’s Termination.

(b) During the two years following the Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder, provided; however, that in the event the Executive’s participation in any such employee benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits.

(c) The Executive shall be entitled to the Gross-Up Payment, if any, described in Paragraph 6.

(d) The Corporation shall pay the Executive the Termination Payment set forth in this paragraph upon termination of the Executive’s employment following a Potential Change in Control but before a Change in Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in paragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control.

5.  Stock-Out of Options . In the event of a Change of Control, the Executive’s non-qualified stock options and incentive stock options granted by the Corporation which are outstanding on the date of the Change of Control, shall immediately vest and Executive shall have 12 months from the date of the Change of Control to exercise said options.

6.  Additional Payments by Saia .

(a)  Gross-Up Payment . In the event it shall be determined that any payment or benefit of any type by the Corporation to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (determined without regard to any additional payments required under this Paragraph 6) (the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Payment of the Gross-Up Payment shall be made promptly following the determination by the Accounting Firm as described in subparagraph (b) of this Paragraph 6, but no later than 60 calendar days after the Executive’s date of Termination, or in accordance with subparagraph (c) of this Paragraph 6.

(b)  Determination by Accountant . All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Saia (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Saia. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Saia and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Saia should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that Saia exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Saia to or for the benefit of the Executive. Saia shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

(c)  Notification Required . The Executive shall notify Saia in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Saia of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise Saia of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to Saia (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Saia notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give Saia any information reasonably requested by Saia relating to such claim;

(ii) take such action in connection with contesting such claim as Saia shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Saia;

(iii) cooperate with Saia in good faith in order to effectively contest such claim; and

(iv) permit Saia to participate in any proceeding relating to such claim; provided, however, that Saia shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c), Saia shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at it sole option, either direct the Executive to pay the tax claimed and sue for a refund, or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Saia shall determine; provided, however, that if Saia directs the Executive to pay such claim and sue for a refund, Saia shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any excise tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Saia’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)  Repayment . If, after the receipt by Executive of an amount paid or advanced by Saia pursuant to this Paragraph 6, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Saia’s complying with the requirements of this Paragraph 6), promptly pay to Saia the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount paid or advanced by Saia pursuant to this Paragraph 6, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and Saia does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such payment or advance shall be forgiven and shall not be required to be repaid and the amount of such payment or advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

(e)  Code Section 409A Compliance . In the event the Underpayment benefit described in subparagraph (b) Paragraph 6 constitutes nonqualified deferred compensation that is not otherwise exempt from Code Section 409A, as determined under Code Section 409A and the regulations promulgated thereunder, the Underpayment amount shall be paid to the Executive only in the third calendar year immediately following the calendar year in which the Executive’s date of Termination occurs. In no event shall Saia advance to or pay for the benefit of the Executive any amount necessary to satisfy the Executive’s liability for an Excise Tax that was not accounted for in the Gross-Up Payment described in subparagraph (a) of Paragraph 6.

7.  General .

(a)  Arbitration . Any dispute between the parties hereto arising out of, in connection with, or relating to this Agreement or the breach thereof shall be settled by arbitration in Kansas City, Missouri, in accordance with the rules then in effect of the American Arbitration Association (“AAA”). Arbitration shall be the exclusive remedy for any such dispute except only as to failure to abide by an arbitration award rendered hereunder. Regardless of whether or not both parties hereto participate in the arbitration proceeding, any arbitration award rendered hereunder shall be final and binding on each party hereto and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

The party seeking arbitration shall notify the other party in writing and request the AAA to submit a list of 5 or 7 potential arbitrators. In the event the parties do not agree upon an arbitrator, each party shall, in turn, strike one arbitrator from the list, the Corporation having the first strike, until only one arbitrator remains, who shall arbitrate the dispute. The arbitration hearing shall be conducted within 30 days of the selection of an arbitrator or at the earliest date thereafter that the arbitrator is available.

(b)  Indemnification . If arbitration occurs as provided for herein, the Corporation shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such arbitration and hereby agrees to pay interest on any money award obtained by the Executive from the date payment should have been made until the date payment is made, calculated at the prime interest rate of Bank of America, N.A., in effect from time to time, plus 2%, from the date that payment(s) to him should have been made under this Agreement. If the Executive enforces the arbitration award in court, the Corporation shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such enforcement.

(c)  Payment Obligations Absolute . Saia’s obligation to pay the Executive the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else, except as provided in paragraph 2 hereof. All amounts payable by Saia hereunder shall be paid without notice or demand. Each and every payment made hereunder by Saia shall be final and Saia will not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event affect any reduction of Saia’s obligation to make the payments required to be made under this Agreement.

(d)  Continuing Obligations . The Executive shall retain in confidence any confidential information known to him concerning the Corporation and its respective businesses until such information is publicly disclosed.

(e)  Successors . This Agreement shall be binding upon and inure to the benefit of the Executive and his estate and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

(f)  Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g)  Controlling Law . This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware.

(h)  Termination . This Agreement shall terminate if a majority of the Board of Directors of Saia determines that the Executive is no longer a key executive and so notifies the Executive; except that such determination shall not be made, and if made shall have no effect, (i) within two years after the Change of Control in question or (ii) during any period of time when Saia has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control until, in the opinion of a majority of the Board of Directors of Saia the third person has abandoned or terminated his efforts to effect a Change of Control.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the 24th day of October, 2006.

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