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                                                                    EXHIBIT 10.3


                                                                  EXECUTION COPY


                  TAX INDEMNIFICATION AND ALLOCATION AGREEMENT

        THIS TAX INDEMNIFICATION AND ALLOCATION AGREEMENT ("Agreement") is
entered into as of September 30, 2002 by and between YELLOW CORPORATION, a
Delaware corporation ("Distributing Co."), and SCS TRANSPORTATION, INC., a
Delaware corporation ("Controlled Co.") (Distributing Co. and Controlled Co. are
sometimes collectively referred to herein as the "Companies"). Capitalized terms
used in this Agreement are defined in Section 1 below. Unless otherwise
indicated, all "Section" references in this Agreement are to sections of this
Agreement.

                             PRELIMINARY STATEMENTS

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

        B. The Companies have agreed to a distribution of all of the capital
stock of Controlled Co. on a pro-rata basis to the shareholders of Distributing
Co., in order to facilitate the separation of Controlled Co. from Distributing
Co. (the "Distribution"). In connection therewith, the Companies have entered
into the Master Separation and Distribution Agreement, dated as of September 30,
2002 (the "Distribution Agreement").


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

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

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

                                    AGREEMENT

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

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

        "Adjusted" means changed by an Adjustment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        "Controlled Group" means Controlled Co. and its Affiliates.

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

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

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

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

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

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

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

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

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

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

        "Distributing Group" means Distributing Co. and its Affiliates.

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

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

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

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

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

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

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

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

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

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

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

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

        "IRS" means the Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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

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

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

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

        "Stand-Alone Tax Liability" of the Controlled Group with respect to any
Distributing Co. Federal Consolidated Tax Return or Consolidated or Combined
State Income Tax Return shall mean an amount (which may be positive or negative)
equal to the sum of (1) the product of (a) the hypothetical taxable income or
loss of the Controlled Group (determined without regard to any exemption amounts
allowable under the Code or applicable state, local or non-U.S. law and without
any portion of any Tax benefits described in Section 1561 of the Code (or any
similar provision of state, local or non-U.S. law)) included in such
Distributing Co. Federal Consolidated Tax Return or Consolidated or Combined
State Income Tax Return and (b) the marginal federal, state or local income tax
rate applicable to the Tax Period in question, less (c) the hypothetical net Tax
credits of the Controlled Group included in such Distributing Co. Federal
Consolidated Tax Return or Consolidated or Combined State Income Tax Return and
(2) the hypothetical alternative minimum tax liability (or similar state, local
or non-U.S. tax liability) of the Controlled Group (determined without regard to
any exemption amounts allowable under the Code or applicable state, local or
non-U.S. law and without any portion of any Tax benefits described in Section
1561 of the Code (or any similar provision of state, local or non-U.S. law))
with respect to such Tax Return. In making the computations required by the
preceding sentence, the hypothetical taxable income or loss, net Tax credits
and/or alternative minimum Tax liability of the Controlled Group shall be
determined as if the Controlled Group had been a separate affiliated,
consolidated, combined or unitary group for the Tax Period in question (but not
for any other Tax Period), but each Tax Item (including Carrybacks or
Carryforwards) of each member of the Controlled Group shall be taken into
account to the extent (and only to the extent) such Tax Item was actually
utilized in the actual Distributing Co. Federal Consolidated Tax Return or the
actual Consolidated or Combined State Income Tax Return in question. Thus, by
way of examples, (1) gains and losses of the members of the Controlled Group
arising with respect to transactions between a member of the Controlled Group
and a member of the Distributing Group shall be taken into account only if and
when such Tax Items are taken into account pursuant to Treasury Regulations
Section 1.1502-13 in determining the actual Tax Liability on the Distributing
Co. Federal Consolidated Tax Return or Consolidated or Combined State Income Tax
Return in question and (2) if a deduction, loss or credit of a member of the
Controlled Group would have been util-

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ized in a hypothetical stand-alone Tax Return of the Controlled Group, but such
deduction, loss or credit was not actually utilized (by either a member of the
Controlled Group or a member of the Distributing Group) in the actual
Distributing Co. Consolidated Federal Tax Return or Consolidated or Combined
State Income Tax Return in question, such Tax Item shall not be taken into
account in determining Stand-Alone Tax Liability with respect to such
Distributing Co. Consolidated Federal Tax Return or Consolidated or Combined
State Income Tax Return. All determinations and computations regarding the
Stand-Alone Tax Liability of the Controlled Group shall be made by Distributing
Co. in its sole discretion.

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

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

        "Subsidiary" shall mean, with respect to any entity, any corporation,
partnership, joint venture, limited liability company or other entity of which
the first entity owns (directly or indirectly) 50% or more of the voting power
of such entity or otherwise exercises control of such entity.

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

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

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

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

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

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

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

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

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

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

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

        Section 2. Allocation of Tax and Certain Other Liabilities. The
provisions of this Section 2 are intended to determine each Company's liability
for certain Taxes. Once the liability has been determined under this Section 2,
Section 5 determines the time when payment of the liability is to be made, and
whether the payment is to be made to the Tax Authority directly or to the other
Company. Section 2.5 also provides for indemnification with respect to certain
Tax and other matters.

        2.1. General Rule.

        (a) Distributing Co. Liability. Distributing Co. shall be liable for all
Taxes of the Distributing Group not specifically allocated to Controlled Co.
under this Section 2. Distrib-

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                                      -10-



uting Co. shall indemnify and hold harmless the Controlled Group Indemnified
Parties from and against any liability for Taxes for which Distributing Co. is
liable under this Section 2.1(a) and all related costs and expenses (including,
without limitation, reasonable attorneys' fees).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (a) any Transfer Taxes;

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

        (c) any Restructuring Income Taxes.

        2.6. Allocation of Unused Tax Attributes. Unused Tax attributes for
Pre-Distribution Periods shall be allocated between the Groups in accordance
with the Code and the Treasury Regulations (or comparable provisions of other
Tax Law), or, where no treatment is specifically provided or required, as
determined by Distributing Co. in its sole discretion.

        Section 3. Proration of Tax Items for Straddle Periods.

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

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                                      -13-



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

        Section 4. Preparation and Filing of Tax Returns.

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

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

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

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

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

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

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

        4.3. Controlled Co.'s Responsibility. Controlled Co. shall prepare and
file, or shall cause to be prepared and filed, (i) all Tax Returns required to
be filed after the Distribution Date by any member of the Controlled Group with
respect to Separate Company Taxes and (ii) any other Tax Return (required to be
filed after the Distribution Date) for or that includes any member of the
Controlled Group that Distributing Co. does not elect to prepare and file

<PAGE>
                                      -14-



pursuant to Section 4.2(d). In the case of each Tax Return (if any) described in
clause (ii) of the preceding sentence, Distributing Co. shall be given an
opportunity to review and comment on such Tax Return (a draft copy of which
shall be provided to Distributing Co. no later than 30 days prior to the due
date for filing such Tax Return) and such Tax Return shall not be filed without
the prior written consent of Distributing Co. (which may be given or withheld in
Distributing Co.'s sole discretion); provided that, if Distributing Co. fails to
provide its consent at least 10 days prior to the due date for filing such Tax
Return, Distributing Co. shall assume exclusive control of, and shall be
responsible for finalizing and filing, such Tax Return. Distributing Co. shall
also be given an opportunity to review and comment on the consolidated federal
income tax return of the Controlled Group for the short period beginning the day
after the Distribution Date (a draft copy of which shall be provided to
Distributing Co. no later than 30 days prior to the due date for filing such Tax
Return), and such Tax Return shall be revised by Controlled Co. prior to filing
to include any changes requested by Distributing Co. (in Distributing Co.'s sole
discretion) and shall not be amended after filing without Distributing Co.'s
prior written consent (which may be given or withheld in Distributing Co.'s sole
discretion). No member of the Controlled Group or any of its Affiliates shall
take any position, on any Tax Return filed on or after the Distribution Date,
that could have adverse Tax consequences to Distributing Co. or any of its
Subsidiaries with respect to any Tax Period ending on or prior to, or including,
the Distribution Date.

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

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

        4.6. Adjustment Requests.

        (a) Distributing Co. Consent Required for Adjustment Requests Relating
to Consolidated or Combined Income Tax. Unless Distributing Co. consents in
advance in writing, which consent shall be granted or withheld in Distributing
Co.'s sole discretion, (i) no Adjustment Request shall be filed with respect to
any Consolidated or Combined Income Tax and (ii) any elections available to
members of the Controlled Group to waive the right to claim in any
Pre-Distribution Period any Carryback arising in a Post-Distribution Period with
respect to any Consolidated or Combined Income Tax shall be made, and no
affirmative election shall be made to claim any such Carryback. Any Adjustment
Request which Distributing Co. consents to make under this Section 4.6 shall be
prepared and filed by Distributing Co. in

<PAGE>
                                      -15-



its sole discretion. In connection with any Adjustment Request prepared and
filed by Distributing Co. with respect to any Consolidated or Combined Income
Tax (whether such Adjustment Request was requested by Controlled Co. or was
initiated by Distributing Co. on its own), Controlled Co. shall provide to
Distributing Co. all information required of the Controlled Group for the
preparation and filing of such Adjustment Request in such form and detail as
reasonably requested by Distributing Co. Notwithstanding anything to the
contrary in this paragraph (a), the consent of Controlled Co. shall not be
required for any Adjustment Request initiated by Distributing Co. or any member
of the Distributing Group with respect to any Consolidated or Combined Income
Tax (whether or not such Adjustment Request was requested by a member of the
Controlled Group).

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

        (c) Application of This Section to Certain Other Taxes. Principles
similar to those set forth in Sections 4.6(a) and (b) shall apply to Adjustments
with respect to any Tax other than a Consolidated or Combined Income Tax if,
pursuant to Section 2.4, Distributing Co. determines in its sole discretion that
any member of the Distributing Group may be or become legally responsible
(directly or secondarily) for such Tax.

        Section 5. Tax Payments and Intercompany Billings.

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

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

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

<PAGE>
                                      -16-



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

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

If the Cumulative Federal Tax Payment of the Controlled Group is greater than
the Allocated Federal Tax Liability of the Controlled Group as of any Payment
Date, then Distributing Co. shall pay such excess to Controlled Co. within 10
days of Distributing Co.'s receipt of the corresponding Tax Benefit (i.e.,
through either a reduction in Distributing Co.'s otherwise required Tax payment
or a credit or refund of prior Tax payments).

        5.2. Payment of Federal Income Tax Related to Adjustments.

        (a) Adjustments Resulting in Underpayments. Distributing Co. shall pay
to the IRS when due any additional Federal Income Tax required to be paid as a
result of any Adjustment to the Tax liability with respect to any Distributing
Co. Federal Consolidated Tax Return. In connection with any Adjustment to a
Distributing Co. Federal Consolidated Tax Return (whether or not such Adjustment
results in a payment to the IRS), Distributing Co. shall compute the amount
attributable to the Controlled Group in accordance with Section 2.2(b), and
Controlled Co. shall pay to Distributing Co. any amount due under Section 2.2(b)
(as determined by Distributing Co. in its sole discretion) within 10 days of
receiving from Distributing Co. a written request for payment (and in no event
later than five days before the corresponding Tax payment is payable by
Distributing Co. to the IRS).

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

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

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

<PAGE>
                                      -17-



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

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

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

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

                        (A) the Stand-Alone Tax Liability (whether positive or
                negative) of the Controlled Group under Section 2.3(b)(i) with
                respect to such Tax Return through the Payment Date in question
                (the "Allocated State Tax Liability"), over

                        (B) the cumulative net payments with respect to such Tax
                Return prior to such Payment Date by the members of the
                Controlled Group (the "Cumulative State Tax Payment"); and

                (ii) in the case of any Tax described in Section 5.3(a)(ii) for
        which Controlled Co. is responsible under this Agreement but
        Distributing Co. is the Responsible Company, the full amount of Tax due.

If, with respect to any Consolidated or Combined State Income Tax Return
described in clause (i), the Cumulative State Tax Payment of the Controlled
Group is greater than the Allocated State Tax Liability of the Controlled Group
as of any Payment Date, then Distributing Co. shall pay such excess to
Controlled Co. within 10 days of Distributing Co.'s receipt of the corresponding
Tax Benefit.

        5.4. Payment of State Income Tax Related to Adjustments.

        (a) Adjustments Resulting in Underpayments.

                (1) Consolidated or Combined State Income Taxes. Distributing
        Co. shall pay to the applicable Tax Authority when due any additional
        State Income Tax required to be paid as a result of any Adjustment to
        the Tax liability with respect to any Consolidated or Combined State
        Income Tax Return. In connection with any Adjust-

<PAGE>
                                      -18-



        ment to a Consolidated or Combined State Income Tax Return (whether or
        not such Adjustment results in a payment to the applicable Tax
        Authority), Distributing Co. shall compute the amount attributable to
        the Controlled Group in accordance with Section 2.3(b)(ii) and
        Controlled Co. shall pay to Distributing Co. any amount due under
        Section 2.3(b)(ii) (as determined by Distributing Co. in its sole
        discretion) within 10 days of receiving from Distributing Co. a written
        request for payment (and in no event later than five days before the
        corresponding Tax payment is payable by Distributing Co. to the
        applicable Tax Authority).

                (2) Certain Other Taxes. With respect to any Tax described in
        Section 5.3(b)(ii), Distributing Co. shall pay to the applicable Tax
        Authority when due any additional Taxes required to be paid as a result
        of any Adjustment. Within 10 days of receiving from Distributing Co. a
        written request for payment (and in no event later than five days before
        any such Tax is payable by Distributing Co. to the applicable Tax
        Authority), Controlled Co. shall pay to Distributing Co. an amount equal
        to the full amount of any such Tax.

        (b) Adjustments Resulting in Overpayments.

                (1) Consolidated or Combined State Income Taxes. Within 10 days
        of receipt by Distributing Co. of any Tax Benefit resulting from any
        Adjustment with respect to any Consolidated or Combined State Income Tax
        Return, Distributing Co. shall pay to Controlled Co. any amounts due to
        Controlled Co. pursuant to the last sentence of Section 2.3(b)(ii).

                (2) Certain Other Taxes. With respect to any Tax described in
        Section 5.3(b)(ii), within 10 days of receipt by Distributing Co. of any
        Tax Benefit resulting from any Adjustment, Distributing Co. shall pay to
        Controlled Co. an amount equal to such Tax Benefit (net of any Taxes
        imposed on Distributing Co. or Distributing Co.'s Affiliates in
        connection with the receipt of such Tax Benefit).

        5.5. Payment of Separate Company Taxes. Except as otherwise provided in
Sections 5.3(a)(ii) and 5.4(a)(2), each Company shall pay, or shall cause to be
paid, to the applicable Tax Authority when due all Separate Company Taxes owed
by such Company or a member of such Company's Group.

        5.6. Computation of Underpayment and Overpayment Interest and Penalties
with Respect to Consolidated or Combined Income Taxes. In connection with any
change in the Stand-Alone Tax Liability of the Controlled Group giving rise to a
payment (by Controlled Co. to Distributing Co., or by Distributing Co. to
Controlled Co.) under Sections 5.2(a), 5.2(b), 5.4(a)(1) or 5.4(b)(1),
Distributing Co. shall determine in its sole discretion whether

<PAGE>
                                      -19-



Controlled Co. owes Distributing Co. additional amounts attributable to
underpayment interest and/or penalties and whether Distributing Co. owes
Controlled Co. additional amounts attributable to overpayment interest. These
determinations shall be made with respect to the Controlled Group on a
hypothetical stand-alone basis, in a manner consistent with the determination of
the Controlled Group's Stand-Alone Tax Liability; provided, however, that in no
event shall Controlled Co. be entitled to a payment in respect of overpayment
interest (with respect to a downward adjustment of the Controlled Group's
Stand-Alone Tax Liability) that exceeds the overpayment interest actually
received by Distributing Co. from the applicable Tax Authority (with respect to
the Adjustment that gave rise to the reduction in the Controlled Group's
Stand-Alone Tax Liability). Any amounts due under this Section 5.6 shall be paid
in addition to, and simultaneously with, the amounts due under Sections 5.2(a),
5.2(b), 5.4(a)(1) or 5.4(b)(1) to which such amounts due under Section 5.6
relate.

        5.7 Treatment of Certain Amounts Payable in Connection with Tax
Contests. If, in connection with a Tax Contest (or potential Tax Contest) that
might result in any change to the Stand-Alone Tax Liability of the Controlled
Group, Distributing Co. or any of its Affiliates (i) makes a deposit with an
applicable Tax Authority or (ii) posts a surety bond or incurs other costs or
expenses, Controlled Co. shall pay to Distributing Co. the portion of such
deposit, cost or expense that is attributable to the Controlled Group (as
determined by Distributing Co. in its sole discretion, in a manner consistent
with Distributing Co.'s determination (from time to time) of the Controlled
Group's Stand-Alone Tax Liability). Any amounts payable by Controlled Co. under
this Section 5.7 shall be paid to Distributing Co. within 10 days of Controlled
Co.'s receipt from Distributing Co. of a written request for payment (and in no
event later than five days before Distributing Co. will be required to fund the
deposit or pay the cost or expense in question). If any deposit of Tax made by
Distributing Co. that is funded in whole or in part by Controlled Co. (pursuant
to this Section 5.7) is ultimately repaid to Distributing Co. by the applicable
Tax Authority, Distributing Co. shall repay to Controlled Co. (within 10 days of
Distributing Co.'s receipt of such repayment) the portion of such deposit that
was funded by Controlled Co.

        5.8. Indemnification Payments. With respect to any indemnification
payment required under this Agreement the timing of which is not specifically
addressed elsewhere in this Section 5, the indemnifying party shall pay the
indemnified party within 10 days of receiving a written request for such
indemnification payment.

        Section 6. Interest on Late Payments. Any payment due from one Company
to the other Company under Section 5 that is not paid by the latest date
permitted for payment shall bear interest (from the latest permitted payment
date through the date of actual payment) at the Large Corporate Underpayment
Rate, compounded daily.

        Section 7. Assistance and Cooperation. Each Company shall cooperate (and
cause its Affiliates to cooperate) with the other Company and the other
Company's agents, including

<PAGE>
                                      -20-



accounting firms and legal counsel, in connection with the Tax matters covered
by this Agreement including (i) preparation and filing of Tax Returns, (ii)
determining the liability for and amount of any Taxes due (including estimated
Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of
Tax Returns and (iv) any administrative or judicial proceedings in respect of
Taxes assessed or proposed to be assessed. Such cooperation shall include making
information and documents in a Company's possession (or the possession of the
Company's Affiliates) available to the other Company in accordance with Section
8. Each of the Companies shall also make available to each other, as reasonably
requested and available, personnel (including officers, directors, employees and
agents of the Companies or their respective Affiliates) responsible for
preparing, maintaining, and interpreting information and documents relevant to
Taxes, and personnel reasonably required as witnesses or for purposes of
providing information or documents in connection with any administrative or
judicial proceedings relating to Taxes. The Companies agree and acknowledge, for
the avoidance of doubt, that nothing in this Section 7 shall alter the rights
and obligations of the Companies under the other Sections of this Agreement
(including, without limitation, any right of a Company to act in its sole
discretion, or reasonable discretion or to take action without obtaining the
consent of or consulting with the other Company).

        Section 8. Tax Records.

        8.1. Retention of Tax Records. Except as provided in Section 8.2, each
Company shall preserve and keep all Tax Records exclusively relating to the
assets and activities of its respective Group for Pre-Distribution Tax Periods,
and Distributing Co. shall preserve and keep all other Tax Records relating to
Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the
contents thereof may become material in the administration of any matter under
the Code or other applicable Tax Law, but in any event until the later of (i)
the expiration of any applicable statutes of limitation and (ii) seven years
after the Distribution Date. If, prior to the expiration of the applicable
statute of limitation and such seven-year period, a Company reasonably
determines that any Tax Records which it is required to preserve and keep under
this Section 8 are no longer material in the administration of any matter under
the Code or other applicable Tax Law, such Company may dispose of such records
upon 90 days' prior written notice to the other Company. Such notice shall
include a list of the records to be disposed of describing in reasonable detail
each file, book, or other records being disposed. The notified Company shall
have the opportunity, at its cost and expense, to copy or remove within such
90-day period, all or any part of such Tax Records; provided that Controlled Co.
shall have the right to copy or remove only such information as relates
exclusively to members of the Controlled Group.

        8.2. State Income Tax Returns. Tax Returns with respect to State Income
Taxes and workpapers prepared in connection with preparing such Tax Returns
shall be preserved and

<PAGE>
                                      -21-



kept, in accordance with the terms of Section 8.1, by the Company having
liability for the Tax.

        8.3. Access to Tax Records. The Companies and their respective
Affiliates shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent reasonably required by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.

        Section 9. Tax Contests.

        9.1. Notice. Each of the Companies shall provide prompt notice to the
other Company of any pending or threatened Tax audit, assessment or proceeding
or other Tax Contest of which it becomes aware related to Taxes for Tax Periods
for which it is indemnified by the other Company hereunder, and Controlled Co.
shall provide prompt notice to Distributing Co. of any Tax Contest arising out
of a Tax Return for which Distributing Co. was the Responsible Company (even if
Controlled Co. is the indemnifying party with respect to such Tax Contest). Such
notice shall be accompanied by copies of any notice and other documents received
from any Tax Authority in respect of any such matters. If an indemnified party
has knowledge of an asserted Tax liability with respect to a matter for which it
is to be indemnified hereunder and such party fails to give the indemnifying
party prompt notice of such asserted Tax liability, the failure to give prompt
notice shall not relieve the indemnifying party of its indemnification
obligations hereunder, except to the extent that the indemnifying party is
actually and materially prejudiced thereby.

        9.2. Control of Tax Contests.

        (a) Separate Company Taxes. Except as otherwise provided in Section
9.2(b), in the case of any Tax Contest with respect to any Separate Company Tax,
the Company having liability for the Tax shall have exclusive control over such
Tax Contest, including any settlement thereof.

        (b) Consolidated or Combined Income Taxes and Certain Other Taxes. In
the case of any Tax Contest with respect to any Consolidated or Combined Income
Tax or any other Tax (including a Transfer Tax) for which any member of the
Distributing Group may be or become liable (directly or secondarily),
Distributing Co. shall have exclusive control of such Tax Contest, including any
settlement thereof. Distributing Co. shall be the only party representing the
members of either Group before any Federal or State Tax Authority in connection
with any such audit, examination or other Tax Contest, but Distributing Co.
shall keep Controlled Co. reasonably informed of the status of any Controlled
Adjustment at issue in any such Tax Contest.

<PAGE>
                                      -22-



        (c) Effect of Exclusive Control. If, pursuant to Sections 9.2(a) or
9.2(b), a Company has exclusive control of a Tax Contest, such Company may
settle or compromise the Tax Contest (or any portion thereof) on any terms
deemed desirable to such Company (in its sole discretion) and, in doing so, such
Company may act solely in the best interests of such Company (even if the
settlement or compromise benefits such Company at the expense of the other
Company or the other Company's Affiliates).

        (d) Indemnifiable Loss Claims. Distributing Co. shall have exclusive
control of any Indemnifiable Loss Claims (other than any claim for Taxes brought
by a Tax Authority, which shall be governed by Section 9.2(b)), including any
settlement thereof; provided that Distributing Co. may not settle or compromise
any Indemnifiable Loss Claim without the prior written consent of Controlled
Co., not to be unreasonably withheld. Distributing Co. shall be the only party
representing any Distributing Group Indemnifiable Party in connection with any
Indemnifiable Loss Claim, but Distributing Co. shall keep Controlled Co.
reasonably informed of the status of any such claim.

        Section 10. Effective Date; Termination of Prior Intercompany Tax
Allocation Agreements. This Agreement shall become effective upon consummation
of the Distribution. Immediately prior to the Distribution, (i) all Prior
Intercompany Tax Allocation Agreements shall be terminated and (ii) any
remaining obligations under such prior agreements shall be canceled.

        Section 11. Action or Inaction Inconsistent with the Ruling Request.
Controlled Co. covenants and agrees that no member of the Controlled Group or
any of its Affiliates will take any Prohibited Action or fail to take any
Required Action unless the person acting has obtained the prior written consent
of Distributing Co. (which consent may be given or withheld in Distributing
Co.'s sole discretion). In addition, unless otherwise required by law, no member
of the Controlled Group or any of its Affiliates shall take any position on any
Tax Return or for any other Tax purpose that is inconsistent with the treatment
of the Distribution as a tax-free distribution under Section 355 of the Code
(and any applicable provision of state, local or non-U.S. law).

        Section 12. Survival of Obligations. The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.

        Section 13. Treatment of Payments; Tax Gross Up.

        13.1. Treatment of Tax Indemnity and Tax Benefit Payments. Except as
otherwise provided in Section 13.3, any indemnification payments or payments in
respect of Tax Benefits made by a Company to the other Company under this
Agreement shall be reported for Tax purposes by the payor and the recipient as
if such payments were distributions or capital con-

<PAGE>
                                      -23-



tributions, as appropriate, occurring immediately before the Distribution Date,
but only to the extent such payments do not relate to a Tax allocated to the
payor in accordance with Treasury Regulations Section 1.1552-1 (or under
corresponding principles of other applicable Tax Laws).

        13.2. Tax Gross Up. If, notwithstanding the manner in which any
indemnification payments were reported, there is an Adjustment to the Tax
liability of a Company as a result of its receipt of an indemnification payment,
such payment shall be appropriately adjusted (as determined by Distributing Co.,
in its sole discretion) so that the amount of such payment, reduced by the
amount of all Income Taxes payable with respect to the receipt thereof (but
taking into account all correlative Tax Benefits resulting from the payment of
such Income Taxes), shall equal the amount of the payment which the Company
receiving such payment would otherwise (but for such unintended Taxes) have
received pursuant to this Agreement.

        13.3. Interest Under This Agreement. Anything herein to the contrary
notwithstanding, to the extent one Company ("indemnitor") makes a payment of
interest to another Company ("indemnitee") under Section 6 of this Agreement,
the interest payment shall be treated as interest expense to the indemnitor
(deductible to the extent provided by law) and as interest income by the
indemnitee (includible in income to the extent provided by law). The amount of
the payment shall not be adjusted under Section 13.2 to take into account any
associated Tax Benefit to the indemnitor or increase in Tax to the indemnitee.

        Section 14. Disagreements.

        (a) Factual and Legal Determinations and Computational Matters. All
factual and legal determinations and computations required to be made under this
Agreement (including, without limitation, with respect to the amount of
Stand-Alone Tax Liability of the Controlled Group (and any changes thereto from
time to time), the amount of Transfer Taxes, Distribution Taxes, Indemnifiable
Losses and Restructuring Income Taxes, the amount of indemnification payments to
be made (from time to time) by either Company to the other Company and whether
and to what extent Section 13.2 applies to any indemnification payment to be
made hereunder) shall be made by Distributing Co. in its sole discretion and
shall be conclusively presumed to be correct absent manifest and material error,
except to the extent that this Agreement expressly provides that Distributing
Co. shall make the determination or computation in its reasonable discretion.
Accordingly, Controlled Co. may challenge a factual or legal determination or
computation made by Distributing Co. only if (i) there has been manifest and
material error on the part of Distributing Co. in making such determination or
computation or (ii) solely as to those matters where this Agreement expressly
requires Distributing Co. to use its reasonable discretion, Distributing Co.'s
exercise of its discretion was unreasonable and, in either case, Controlled Co.
shall have the burden of proving that Distributing Co.'s determination or
computation was manifestly and materially in error or represented an
unreasonable

<PAGE>
                                      -24-



exercise of discretion (as the case may be). Any such dispute will be resolved
in accordance with Article V, "Dispute Resolution" of the Distribution
Agreement.

        (b) Other Decisions. Except as otherwise expressly provided in this
Agreement, any decisions required to be made under this Agreement that are not
covered by clause (a) (including, without limitation, whether and how to resolve
any Tax Contest or whether or not to make any Tax election permitted to be made
under applicable law) shall be made by Distributing Co. in its sole discretion
and, in making any such decision, Distributing Co. may act solely in its best
interests (even if Distributing Co.'s decision benefits Distributing Co. at the
expense of Controlled Co. or Controlled Co.'s Affiliates).

        (c) Disputed Payments. If there is any dispute under this Agreement
regarding the amount of any payment to be made by Controlled Co. to Distributing
Co. or any Distributing Group Indemnified Party, or by Distributing Co. to
Controlled Co., any disputed payments shall be made in accordance with
Distributing Co.'s determination, computation or decision pending the resolution
of such dispute, and any change ultimately made to Distributing Co.'s
determination shall be given effect only after such dispute is finally resolved.

        Section 15. Expenses. Except as otherwise provided in Section 14, each
Company and its Affiliates shall bear their own expenses incurred in connection
with preparation of Tax Returns, Tax Contests, and other matters related to
Taxes under the provisions of this Agreement.

        Section 16. General Provisions.

        16.1. Notices and Addresses.

        (a) Notices. Any notice, demand, request or report required or permitted
to be given or made to any party under this Agreement shall be in writing and
shall be deemed given or made when delivered in person or when sent by first
class mail or by other commercially reasonable means of written communication
(including delivery by an internationally recognized courier service, by
facsimile transmission or by e-mail) to the party at the party's principal
business address. A party may change the address for receiving notices under
this Agreement by providing written notice of the change of address to the other
party.

        (b) Addresses.

        Notice to Distributing Co. shall be provided to:

               Yellow Corporation
               10990 Roe Avenue
               Overland Park, KS 66211

<PAGE>
                                      -25-



               Attention:  Tax Director
               Fax:  (913) 696-6116

        Notice to Controlled Co. shall be provided to:

               SCS Transportation, Inc.
               One Main Plaza
               4435 Main Street, Suite 930
               Kansas City, MO 64111
               Attention:  Tax Director
               Fax:  (816) 714-5920

        16.2. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns.

        16.3. Waiver. No failure by any party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute waiver of any such obligation,
right, or remedy or any other obligation, rights, or remedies under this
Agreement.

        16.4. Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.

        16.5. Further Action. The parties shall execute and deliver all
documents, provide all information and take or refrain from such reasonable
taking action as may be necessary or appropriate to achieve the purposes of this
Agreement, including the execution and delivery to the other Company and its
Affiliates and representatives of such powers of attorney or other authorizing
documentation as is reasonably necessary or appropriate in connection with Tax
Contests (or portions thereof) under the control of such other Company in
accordance with Section 9.

        16.6. Integration. This Agreement constitutes the entire agreement among
the parties pertaining to the subject matter of this Agreement and supersedes
all prior agreements and understandings pertaining thereto. In the event of any
inconsistency between this Agreement and the Distribution Agreement or any other
agreements relating to the transactions contemplated by the Distribution
Agreement, the provisions of this Agreement shall control.

        16.7. Confidentiality. Any information or documentation received by
Controlled Co. or its Affiliates, agents or representatives from Distributing
Co. (or Distributing Co.'s Affiliates, agents or representatives) that relates
to any Consolidated or Combined Income Tax matters shall be used solely for
purposes of this Agreement and shall be kept confidential, except

<PAGE>
                                      -26-


as may otherwise be necessary in connection with the filing of any Consolidated
or Combined Income Tax Returns or in connection with any administrative or
judicial proceeding relating to Consolidated or Combined Income Taxes.

        16.8. Construction. The language in all parts of this Agreement shall in
all cases be construed according to its fair meaning and shall not be strictly
construed for or against any party.

        16.9. No Double Recovery; Subrogation. No provision of this Agreement
shall be construed to provide an indemnity or other recovery for any costs,
damages, or other amounts for which the damaged party has been fully compensated
under any other provision of this Agreement or under any other agreement or
action at law or equity. Unless expressly required in this Agreement, a party
shall not be required to exhaust all remedies available under other agreements
or at law or equity before recovering under the remedies provided in this
Agreement.

        16.10. Method of Making Payments. All payments required to be made by
either party under this Agreement shall be made in immediately available funds
(either by wire transfer, certified check or other similar means).

        16.11. Third Party Beneficiaries. The Distributing Group Indemnified
Parties (and their respective legal representatives, heirs, administrators,
executors, successors and assigns) are intended third party beneficiaries of
this Agreement. Except as provided in the preceding sentence or as otherwise
expressly provided herein, this Agreement shall not confer any rights or
remedies upon any Person other than the parties to this Agreement and their
legal representatives, heirs, administrators, executors, successors and assigns.

        16.12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

        16.13. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State.

                            [Signature Pages Follow]



<PAGE>

                                                                  EXECUTION COPY



                                       S-1

        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers as of the date first written above.


                                       YELLOW CORPORATION


                                       By: /s/ William F. Martin, Jr.
                                           -------------------------------------
                                           Name:  William F. Martin, Jr.
                                           Title: Senior Vice President


                                       SCS TRANSPORTATION, INC.


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