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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal
    Year Ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file
    number: 0-49983
 Saia, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

48-1229851(State of
    Incorporation)

(I.R.S. Employer
    Identification No.)11465 Johns Creek Parkway, Suite 400
    Johns Creek, Georgia

30097(Zip Code)(Address of Principal Executive
    Offices)     (770) 232-5067
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Title of Each Class

Names of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share
    Preferred Stock Purchase Rights

The Nasdaq National Market
    The Nasdaq National Market   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
    Documents
    Incorporated by Reference
  Form 10-K.




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##### 





SAIA,
    INC. AND SUBSIDIARY
  INDEX
   
 PagePART I.Item 1.


Business


3Additional Information


8Executive Officers


9Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


15Item 2.


Properties


15Item 3.


Legal Proceedings


16Item 4.


(Removed and Reserved)


16PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


17Item 6.


Selected Financial Data


19Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


30Item 8.


Financial Statements and Supplementary Data


32Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


56Item 9A.


Controls and Procedures


56Item 9B.


Other Information


57PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


57Item 11.


Executive Compensation


57Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


57Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


57Item 14.


Principal Accounting Fees and Services


57PART IV.Item 15.


Exhibits, Financial Statement Schedules


58EXHIBITSExhibit Index


E-1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I.  Item 1.
    Business  Overview
        Saia
    Motor Freight
    ®
    less-than-truckload
 3




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Industry
      
    Regional Average distance is typically less
    than 1,000 miles with a focus on one- and
    two-day
    markets. Regional transportation companies can move shipments
    directly to their respective destination center which increases
    service reliability and avoids costs associated with
    intermediate handling.
    Interregional Average distance is usually
    between 1,000 and 1,500 miles with a focus on serving two-
    and
    three-day
    markets.
    National Average distance is typically in
    excess of 1,500 miles with a focus on service in three- to
    five-day
    markets. National providers rely on intermediate shipment
    handling through hub and spoke networks, which require numerous
    satellite service facilities, multiple distribution facilities
    and a relay network. To gain service and cost advantages, they
    occasionally ship directly between service facilities reducing
    intermediate handling or utilize the rail system.  two-day
    point-to-point
  pick-up,
 4




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Business
    Strategy
      Manage
    yields and business mix.
    Continue
    to focus on operating safely.
    Increase
    density in existing geographies.
    Continue
    focus on delivering
    best-in-class
    service.
    Focus
    on managing through the economic downturn.
   5




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Continue
    focus on improving operating efficiencies.
    Prepare
    the organization for future growth.
      Expand
    geographic footprint.
      Seasonality
    Labor
       6




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Competition
    two-day two-day
  Regulation
      Department
    of Homeland Security.
    Department
    of Transportation.
      Environmental
    Protection Agency.
   7




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Food
    and Drug Administration.
    Trademarks
    and Patents
  ® ® ®
 Additional
    Information   8




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##### Table of Contents



Executive
    Officers  Regulation S-K Form 10-K):
  Name

Age

Positions HeldRichard D. ODell

49

Effective January 1, 2007, President and Chief Executive
    Officer, Saia, Inc. having served as President of Saia, Inc.
    since July 2006. Previously, Mr. ODell served as President
    and Chief Executive Officer of Saia Motor Freight Line, LLC
    since November 1999.  Mr. ODell has been a member of the
    Board of Directors of Saia, Inc. since July 2006.James A. Darby

59

Vice President of Finance and Chief Financial Officer of Saia,
    Inc. since September 2006 having served as Vice President of
    Finance & Administration for Saia Motor Freight Line, LLC
    since 2000.Mark H. Robinson

52

Vice President and Chief Information Officer of Saia, Inc. since
    August 2005 having served as Vice President of Information
    Technology for Saia Motor Freight Line, LLC since 1999.Sally R. Buchholz

54

Vice President of Marketing and Customer Service of Saia Motor
    Freight Line, LLC since 1999.Stephanie R. Maschmeier

38

Controller, Saia, Inc. since October 2007.  Ms. Maschmeier, a
    certified public accountant, joined Saia, Inc. in July 2002 as
    Corporate Financial Reporting Manager.  Prior to joining Saia,
    Inc., Ms. Maschmeier was employed with Ernst & Young LLP
    for eight years.     Item 1A.
    Risk
    Factors  Form 10-K,
  We are
    subject to general economic factors that are largely out of our
    control, any of which could have a material adverse effect on
    the results of our operations.
    If the
    national and world-wide financial crisis continues or
    intensifies, it could adversely impact demand for our
    services.
   9




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Potential
    disruptions in the credit markets may adversely affect our
    business, including the availability and cost of short-term
    funds for liquidity and letter of credit requirements and our
    ability to meet
    long-term
    commitments which could adversely impact our financial condition
    and results of operations, liquidity and cash
    flows.
      We are
    dependent on cost and availability of qualified drivers and
    purchased transportation.
  and/or
  We are
    dependent on cost and availability of fuel.
    Limited
    supply and increased prices of new revenue equipment and real
    estate may adversely impact financial results and cash
    flows.
  and/or
 10




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The
    engines in our newer tractors are subject to new
    emissions-control regulations which could substantially increase
    operating expenses.
    Our
    Company-specific performance improvement initiatives may not be
    effective.
  and/or best-in-class
  We
    operate in a highly regulated and highly taxed industry. Costs
    of compliance with or liability for violation of existing or
    future regulations could have a material adverse effect on our
    business.
         11




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We are
    subject to various environmental laws and regulations. Costs of
    compliance with or liabilities for violations of existing or
    future regulations could have a material adverse effect on our
    business.
      CSA
    2010 could adversely affect our results and ability to maintain
    or grow our business.
    We
    operate in a highly competitive industry and our business will
    be adversely impacted if we are unable to adequately address
    potential downward pricing pressures and other factors that may
    adversely affect our operations and profitability.
    
    competition with many other transportation service providers of
    varying types including non-asset based logistics and freight
    brokerage companies, some of which have greater capital
    resources than we do or have other competitive advantages;
    transportation companies periodically reduce their prices to
    gain business, especially during economic recessions or times of
    reduced growth rates in the economy which may limit our ability
    to maintain or increase prices or achieve significant growth in
    our business; and
    advances in technology require increased investments to remain
    competitive and our customers may not be willing to accept
    higher prices to cover the cost of these investments.  The
    transportation industry is affected by business risks that are
    largely out of our control, any of which could have a material
    adverse effect on the results of our operations.
   12




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We
    have significant ongoing cash requirements that could limit our
    growth and affect profitability if we are unable to generate
    sufficient cash from operations or obtain sufficient financing
    on favorable terms.
        Our
    credit and debt agreements contain financial and other
    restrictive covenants and we may be unable to comply with these
    covenants. A default could cause a material adverse effect on
    our liquidity, financial condition and results of
    operations.
    Ongoing
    insurance and claims expenses could significantly reduce and
    cause volatility to our earnings.
      Employees
    of Saia are non-union. The ability of Saia to compete would be
    substantially impaired if operations were to become
    unionized.
   13




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If we
    are unable to retain our key employees, our business, financial
    condition and results of operation could be adversely
    impacted.
    Changes
    to our compensation and benefits could adversely affect our
    ability to attract and retain employees.
    An
    increase in the cost of healthcare benefits could have a
    negative impact on our profitability.
    The
    recently enacted legislation on healthcare reform and proposed
    amendments thereto could affect the healthcare benefits required
    to be provided by the Company and cause our compensation costs
    to increase, adversely affecting our results and cash
    flows.
    We
    rely heavily on technology to operate our business and any
    disruption to our technology infrastructure could harm our
    operations.
    Certain
    provisions of our governing documents and Delaware law could
    have anti-takeover effects.
   14




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We may
    not make future acquisitions or, if we do, we may not realize
    the anticipated benefits of future acquisitions and integration
    of these acquisitions may disrupt our business and
    management.
    
    difficulty in integrating the operations and personnel of the
    acquired company;
    disruption of our ongoing business, distraction of our
    management and employees from other opportunities and challenges
    due to integration issues;
    inability to achieve the financial and strategic goals for the
    acquired and combined businesses; and
    potential failure of the due diligence processes to identify
    significant issues with legal and financial contingencies, among
    other things.    We
    face litigation risks that could have a material adverse effect
    on the operation of our business.
    There
    are risks inherent in owning our common stock.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     15




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Top 20
    Saia Service Facilities by Number of Doors at December 31,
    2010
  Location

Own/Lease

DoorsAtlanta, GA

Own

224Dallas, TX

Own

174Houston, TX

Own

158Chicago, IL

Lease

145Garland, TX

Own

145Memphis, TN

Own

124Nashville, TN

Own

116Charlotte, NC

Own

107New Orleans, LA

Own

86Denver, CO

Own

81Los Angeles, CA

Lease

80Jacksonville, FL

Own

80Fontana, CA

Own

79St. Louis, MO

Lease

73Cincinnati, OH

Lease

70Indianapolis, IN

Lease

68Miami, FL

Own

68Toledo, OH

Lease

61Phoenix, AR

Own

59Detroit, MI

Own

55   Item 3.
    Legal
    Proceedings  California Labor Code Litigation. class-wide
    Other.
  Item 4.
    (Removed
    and Reserved) 16




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PART II.  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Stock
    Price Information
    Low


HighYear Ended December 31, 2010First Quarter

$
11.25


$
15.06Second Quarter

$
13.61


$
17.74Third Quarter

$
11.38


$
16.85Fourth Quarter

$
13.60


$
16.85Year Ended December 31, 2009First Quarter

$
7.93


$
12.42Second Quarter

$
11.02


$
19.40Third Quarter

$
15.15


$
20.00Fourth Quarter

$
12.96


$
16.66   Stockholders
    Dividends
      Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities





Remaining Available forto be Issued Upon


Weighted-Average


Future Issuances UnderExercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders


451,880


$
17.12



189,905
(1)Equity compensation plans not approved by security holders










Total


451,880


$
17.12



189,905     (1)
    
    See Note 9 to the audited consolidated financial statements
    for a description of the equity compensation plan for securities
    remaining available for future issuance. As there are currently
    34,000 shares of restricted stock outstanding, no more than
    66,000 shares of the amount remaining available may be
    issued in the form of restricted stock under the Saia, Inc.
    Amended and Restated 2003 Omnibus Incentive Plan. 17




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##### Table of Contents



Issuer
    Purchases of Equity Securities
  Issuer Purchases of Equity Securities(d) Maximum(c) Total Number


Number (or(a) Total





of Shares (or


Approximate DollarNumber of


(b) Average


Units) Purchased


Value) of Shares (orShares (or


Price Paid per


as Part of Publicly


Units) that May YetUnits)


Share (or


Announced Plans


be Purchased underPeriod

Purchased(1)


Unit)


or Programs


the Plans or ProgramsOctober 1, 2010 through  October 31, 2010



(2)



(2)





$
November 1, 2010 through  November 30, 2010



(3)



(3)






December 1, 2010 through  December 31, 2010



(4)



(4)






Total










     (1)
    
    Shares purchased by the Saia, Inc. Executive Capital
    Accumulation Plan were open market purchases. For more
    information on the Saia, Inc. Executive Capital Accumulation
    Plan, see the Registration Statement on
    Form S-8
    (No. 333-103661)
    filed on December 1, 2008.(2)
    
    The Saia, Inc. Executive Capital Accumulation Plan sold no
    shares of Saia stock on the open market during the period of
    October 1, 2010 through October 31, 2010.(3)
    
    The Saia, Inc. Executive Capital Accumulation Plan sold no
    shares of Saia stock on the open market during the period of
    November 1, 2010 through November 30, 2010.(4)
    
    The Saia, Inc. Executive Capital Accumulation Plan sold no
    shares of Saia stock on the open market during the period of
    December 1, 2010 through December 31, 2010. 18




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Item 6.
    Selected
    Financial Data    Years Ended December 31,2010

2009

2008

2007

2006(In thousands except per share data and percentages)Statement of operations:Operating revenue  continuing operations

$
902,660


$
849,141


$
1,030,421


$
976,123


$
874,738Operating income (loss)  continuing operations(1)


12,100



(3,693
)


(9,851
)


38,168



49,994Income (loss) from continuing operations


1,957



(9,036
)


(19,689
)


17,085



25,873Net income (loss)


1,957



(7,875
)


(20,727
)


18,342



(20,681
)Diluted earnings (loss) per share  continuing
    operations


0.12



(0.67
)


(1.48
)


1.22



1.74Diluted earnings (loss) per share


0.12



(0.59
)


(1.56
)


1.31



(1.39
)Other financial data:Net cash provided by operating activities


23,386



14,089



82,339



46,271



76,137Net cash used in investing activities(2)


(3,255
)


(7,574
)


(26,005
)


(91,429
)


(72,298
)Depreciation and amortization


36,159



39,342



40,898



38,685



32,550Balance sheet data:Cash and cash equivalents


29,045



8,746



27,061



6,656



10,669Net property and equipment


290,938



323,360



355,802



368,772



314,832Total assets


452,157



466,426



515,752



560,583



487,400Total debt


90,000



90,000



136,399



172,845



109,984Total shareholders equity(3)


206,358



202,681



183,572



200,752



203,155Measurements:Operating ratio(4)


98.7
%


100.4
%


101.0
%


96.1
%


94.3
%     (1)
    
    Operating expenses in 2009 includes a $12.3 million
    reduction in expense related to the change in vacation policy.
    Operating expenses in 2008 includes a non-cash goodwill
    impairment charge of $35.5 million. Operating expenses in
    2007 includes integration charges of $2.4 million relating
    to the integration of the Connection and Madison Freight into
    Saia. Operating expenses in 2006 include restructuring charges
    of $2.6 million relating to the consolidation and
    relocation of the corporate headquarters to Johns Creek, GA and
    integration charges of $1.5 million relating to the
    integration of the Connection into Saia.(2)
    
    Net cash used in 2007 includes $2.3 million for the
    acquisition of Madison Freight. Net cash used in investing
    activities in 2006 include $17.5 million for the
    acquisition of the Connection and proceeds from the sale of
    Jevic of $41.3 million.(3)
    
    Saia sold 2,310,000 shares of common stock in December 2009.(4)
    
    The operating ratio is the calculation of operating expenses
    divided by operating revenue. 19




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  Form 10-K, Form 10-K.
  Form 10-K.
  Executive
    Overview
  reductions-in-force,
   20




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General
      Form 10-K.
 21




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Results
    of Operations
  Saia,
    Inc. and Subsidiary
    Selected Results of Continuing Operations and Operating
    Statistics
    For the years ended December 31, 2010, 2009 and
    2008
  Percent Variance2010

2009

2008

10 v. 09

09 v. 08(In thousands, except ratios and revenue per
    hundredweight)Operating Revenue

$
902,660


$
849,141


$
1,030,421



6.3
%


(17.6
)%Operating Expenses:Salaries, wages and employees benefits


481,197



486,473



537,857



(1.1
)


(9.6
)Purchased transportation


80,859



64,728



78,462



24.9



(17.5
)Depreciation and amortization


36,159



39,342



40,898



(8.1
)


(3.8
)Other operating expenses


292,345



262,291



347,544



11.5



(24.5
)Goodwill impairment charge










35,511



n/a



n/aOperating Income (Loss)


12,100



(3,693
)


(9,851
)


n/a



n/aOperating Ratio


98.7
%


100.4
%


101.0
%


(1.7
)


(0.6
)Nonoperating Expenses


10,167



11,948



12,860



(14.9
)


(7.1
)Working Capital


47,730



31,782



8,027



50.2



295.9Operating Cash Flow provided by Continuing Operations


24,970



19,421



70,248



28.6



(72.4
)Net Acquisitions of Property and Equipment


3,255



7,574



26,005



(57.0
)


(70.9
)Saia Motor Freight Operating Statistics:LTL Tonnage


3,562



3,476



3,695



2.5



(5.9
)Total Tonnage


4,257



4,097



4,438



3.9



(7.7
)LTL Shipments


6,398



6,428



6,710



(0.5
)


(4.2
)Total Shipments


6,497



6,515



6,810



(0.3
)


(4.3
)LTL Revenue Per Hundredweight

$
11.75


$
11.42


$
12.95



2.9



(11.8
)Total Revenue Per Hundredweight

$
10.61


$
10.36


$
11.61



2.4



(10.8
)   Continuing
    Operations
  Year
    ended December 31, 2010 as compared to year ended
    December 31, 2009
  Revenue
    and volume
     22




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Operating
    expenses and margin
  reductions-in-force
  Other
    Working
    capital/capital expenditures
    Year
    ended December 31, 2009 as compared to year ended
    December 31, 2008
  Revenue
    and volume
   23




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##### Table of Contents



Operating
    expenses and margin
  reductions-in-force
  Other
    Working
    capital/capital expenditures
   24




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Discontinued
    Operations
  less-than-truckload
  Outlook
       25




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##### Table of Contents



New
    Accounting Pronouncements
    Financial
    Condition
          Restated
    Credit Agreement
       26




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##### Table of Contents



Restated
    Master Shelf Agreement
        Other
       27




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##### Table of Contents



Years Ended2010


2009


2008Land and structures:Additions

$
0.2


$
7.7


$
19.8Sales






(1.2
)


(0.8
)Revenue equipment, net


1.6



(0.8
)


0.6Technology and other


1.5



1.9



6.4Total

$
3.3


$
7.6


$
26.0     Form 10-K
  Contractual
    Obligations
    Payments due by year2011


2012


2013


2014


2015


Thereafter


TotalContractual obligations:Long-term debt obligations:Revolving line of credit(1)

$



$



$



$



$



$



$
Long-term debt(1)


17.1



22.1



22.1



7.2



7.2



14.3



90.0Operating leases


14.7



12.1



9.4



6.8



5.5



16.4



64.9Purchase obligations(2)


9.2























9.2Total contractual obligations

$
41.0


$
34.2


$
31.5


$
14.0


$
12.7


$
30.7


$
164.1     (1)
    
    See Note 3 to the accompanying audited consolidated
    financial statements in this
    Form 10-K.(2)
    
    Includes $5.7 million of commitments for capital
    expenditures.  28




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##### Table of Contents



Amount of Commitment Expiration by Year2011


2012


2013


2014


2015


Thereafter


TotalOther commercial commitments:Available line of credit(1)

$



$



$
64.9


$



$



$



$
64.9Letters of credit


55.1























55.1Surety bonds


5.3























5.3Total commercial commitments

$
60.4


$



$
64.9


$



$



$



$
125.3     (1)
    
    Subject to the satisfaction of existing debt covenants.        Critical
    Accounting Policies and Estimates
    
    Claims and Insurance Accruals.  The
    Company has self-insured retention limits generally ranging from
    $250,000 to $2.0 million per claim for medical,
    workers compensation, auto liability, casualty and cargo
    claims. The liabilities associated with the risk retained by the
    Company are estimated in part based on historical experience,
    third-party actuarial analysis with respect to workers
    compensation claims, demographics, nature and severity, past
    experience and other assumptions. The liabilities for
    self-funded retention are included in claims and insurance
    reserves based on claims incurred, with liabilities for
    unsettled claims and claims incurred but not yet reported being
    actuarially determined with respect to workers
    compensation 29




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##### Table of Contents



claims and with respect to all other liabilities, estimated
    based on managements evaluation of the nature and severity
    of individual claims and historical experience. However, these
    estimated accruals could be significantly affected if the actual
    costs to the Company differ from these assumptions. A
    significant number of these claims typically take several years
    to develop and even longer to ultimately settle. These estimates
    tend to be reasonably accurate over time; however, assumptions
    regarding severity of claims, medical cost inflation, as well as
    specific case facts can create short-term volatility in
    estimates.  
    Revenue Recognition and Related
    Allowances.  Revenue is recognized on a
    percentage-of-completion
    basis for shipments in transit while expenses are recognized as
    incurred. In addition, estimates included in the recognition of
    revenue and accounts receivable include estimates of shipments
    in transit and estimates of future adjustments to revenue and
    accounts receivable for billing adjustments and collectability.    
    Depreciation and Capitalization of
    Assets.  Under the Companys accounting
    policy for property and equipment, management establishes
    appropriate depreciable lives and salvage values for the
    Companys revenue equipment (tractors and trailers) based
    on their estimated useful lives and estimated fair values to be
    received when the equipment is sold or traded in. These
    estimates are routinely evaluated and updated when circumstances
    warrant. However, actual depreciation and salvage values could
    differ from these assumptions based on market conditions and
    other factors.
    Equity-based Incentive
    Compensation.  The Company maintains long-term
    incentive compensation arrangements in the form of stock
    options, restricted stock and stock-based awards. The criteria
    for the stock-based awards are total shareholder return versus a
    peer group of companies over a three-year performance period. In
    accordance with Financial Accounting Standards Board Accounting
    Standards Codification Topic 718 (FASB ASC 718), the
    Company accounts for its stock-based awards with the expense
    amortized over the three-year vesting period based on the Monte
    Carlo fair value method at the date the stock-based awards are
    granted. The Company accounts for stock options in accordance
    with FASB ASC 718 with option expense amortized over the
    three-year vesting period based on the Black-Scholes-Merton fair
    value at the date the options are granted. See discussion of
    adoption of FASB ASC 718 Note 8 to the consolidated
    financial statements contained herein.  Form 10-K.
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   30




---



##### Table of Contents



2010

2009Expected Maturity Date



Fair



Fair2011

2012

2013

2014

2015

Thereafter

Total

Value

Total

ValueFixed rate debt

$
17.1


$
22.1


$
22.1


$
7.2


$
7.2


$
14.3


$
90.0


$
97.7


$
90.0


$
88.8Average interest rate(1)


7.13
%


6.93
%


6.98
%


6.78
%


6.16
%


6.16
%














Variable rate debt






































Average interest rate






































     (1)
    
    Assuming rates return to pre-relief levels. 31




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  FINANCIAL
    STATEMENTS
   
 Reports of Independent Registered Public
    Accounting Firm


33Consolidated Balance Sheets 
    December 31, 2010 and 2009


35Consolidated Statements of Operations 
    Years ended December 31, 2010, 2009 and 2008


36Consolidated Statements of Shareholders
    Equity  Years ended December 31, 2010, 2009 and
    2008


37Consolidated Statements of Cash Flows 
    Years ended December 31, 2010, 2009 and 2008


38Notes to Consolidated Financial Statements


39   32




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           Internal Control  Integrated Framework
  KPMG
    LLP
    33




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework Form 10-K
        Internal Control  Integrated Framework
    KPMG
    LLP
    34




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Balance Sheets  December 31,


December 31,2010


2009(In thousands, except share and per share data)ASSETSCurrent Assets:Cash and cash equivalents

$
29,045


$
8,746Accounts receivable, less allowance of $4,652 and $6,838 in 2010
    and 2009


94,569



87,507Prepaid expenses, including prepaid interest of $6,998 in 2009


8,984



13,540Deferred income taxes


10,562



11,150Income tax receivable


5,449



8,096Other current assets


4,887



5,514Total current assets


153,496



134,553Property and Equipment, at cost


610,572



615,803Less-accumulated depreciation


319,634



292,443Net property and equipment


290,938



323,360Identifiable Intangibles, net


1,840



2,266Other Noncurrent Assets


5,883



6,247Total assets

$
452,157


$
466,426LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
37,745


$
46,997Wages, vacations and employees benefits


19,101



18,793Claims and insurance accruals


20,560



26,367Accrued liabilities


11,217



10,614Current portion of long-term debt


17,143



Total current liabilities


105,766



102,771Other Liabilities:Long-term debt, less current portion


72,857



90,000Deferred income taxes


39,077



41,867Claims, insurance and other


28,099



29,107Total other liabilities


140,033



160,974Commitments and ContingenciesShareholders Equity:Preferred stock, $0.001 par value, 50,000 shares
    authorized, none issued and outstanding






Common stock, $0.001 par value, 50,000,000 shares
    authorized, 15,900,245 and 15,867,280 shares issued and
    outstanding at December 31, 2010 and 2009, respectively


16



16Additional
    paid-in-capital


202,751



201,041Deferred compensation trust, 169,344 and 168,360 shares of
    common stock at cost at December 31, 2010 and 2009,
    respectively


(2,727
)


(2,737
)Retained earnings


6,318



4,361Total shareholders equity


206,358



202,681Total liabilities and shareholders equity

$
452,157


$
466,426    35




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Statements of
    OperationsFor the years ended December 31, 2010,
    2009 and 2008
  2010


2009


2008(In thousands, except per share data)Operating Revenue

$
902,660


$
849,141


$
1,030,421Operating Expenses:Salaries, wages and employees benefits


481,197



486,473



537,857Purchased transportation


80,859



64,728



78,462Fuel, operating expenses and supplies


233,771



197,108



279,763Operating taxes and licenses


36,981



35,465



35,356Claims and insurance


21,870



29,812



32,860Depreciation and amortization


36,159



39,342



40,898Operating gains, net


(277
)


(94
)


(435
)Goodwill impairment charge










35,511Total operating expenses


890,560



852,834



1,040,272Operating Income (Loss)


12,100



(3,693
)


(9,851
)Nonoperating Expenses (Income):Interest expense


10,602



12,156



12,441Interest income










(72
)Other, net


(435
)


(208
)


491Nonoperating expenses, net


10,167



11,948



12,860Income (Loss) from Continuing Operations Before Income
    Taxes


1,933



(15,641
)


(22,711
)Income Tax Benefit


(24
)


(6,605
)


(3,022
)Income (Loss) from Continuing Operations


1,957



(9,036
)


(19,689
)Discontinued Operations, net of taxIncome (loss) on disposal






1,161



(1,038
)Net Income (Loss)

$
1,957


$
(7,875
)

$
(20,727
)Weighted average common shares outstanding  basic


15,713



13,423



13,316Weighted average common shares outstanding  diluted


16,115



13,423



13,316Basic Earnings (Loss) Per Share-Continuing Operations

$
0.12


$
(0.67
)

$
(1.48
)Basic Earnings (Loss) Per Share-Discontinued Operations






0.08



(0.08
)Basic Earnings (Loss) Per Share

$
0.12


$
(0.59
)

$
(1.56
)Diluted Earnings (Loss) Per Share-Continuing Operations

$
0.12


$
(0.67
)

$
(1.48
)Diluted Earnings (Loss) Per Share-Discontinued Operations






0.08



(0.08
)Diluted Earnings (Loss) Per Share

$
0.12


$
(0.59
)

$
(1.56
)    36




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Statements of
    Shareholders EquityFor the years ended December 31, 2010,
    2009 and 2008
  Additional


DeferredCommon


Common


Paid-in


Compensation


RetainedShares


Stock


Capital


Trust


Earnings


Total(In thousands)Balance at December 31, 2007


13,448,602


$
13


$
170,260


$
(2,584
)

$
32,963


$
200,652Stock compensation for options and long-term incentives










1,415











1,415Director deferred shares for annual deferral elections and
    correction of classification


1,870







349











349Exercise of stock options, including tax benefits of $259


60,237



1



588











589Reclassification of Deferred Compensation liability due to Plan
    Amendment










1,516











1,516Purchase of shares by Deferred Compensation Trust














(435
)






(435
)Sale of shares by Deferred Compensation Trust










(49
)


262







213Net loss


















(20,727
)


(20,727
)Balance at December 31, 2008


13,510,709



14



174,079



(2,757
)


12,236



183,572Stock compensation for options and long-term incentives










1,477











1,477Director deferred shares for annual deferral elections and
    correction of classification


2,300







359











359Exercise of stock options, including tax benefits of $341


44,271







294











294Net proceeds from issuance of common shares


2,310,000



2



24,867











24,869Purchase of shares by Deferred Compensation Trust














(168
)






(168
)Sale of shares by Deferred Compensation Trust










(35
)


188







153Net loss


















(7,875
)


(7,875
)Balance at December 31, 2009


15,867,280



16



201,041



(2,737
)


4,361



202,681Stock compensation for options and long-term incentives


2,588







1,469











1,469Director deferred shares for annual deferral elections and
    correction of classification


2,280







423











423Exercise of stock options, including tax benefits of $182


28,097







168











168Additional legal fees for issuance of common shares










(50
)










(50
)Deferred tax adjustment for long-term incentive plan










(300
)










(300
)Purchase of shares by Deferred Compensation Trust














(39
)






(39
)Sale of shares by Deferred Compensation Trust














49







49Net income


















1,957



1,957Balance at December 31, 2010


15,900,245


$
16


$
202,751


$
( 2,727
)

$
6,318


$
206,358    37




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Statements of Cash
    FlowsFor the years ended December 31, 2010,
    2009 and 2008
  2010


2009


2008(In thousands)Operating Activities:Net income (loss)

$
1,957


$
(7,875
)

$
(20,727
)Noncash items included in net income (loss):Depreciation and amortization


36,159



39,342



40,898Loss (income) on discontinued operations






(1,161
)


1,038Provision for doubtful accounts


3,264



3,201



5,213Deferred income taxes


(1,194
)


(1,945
)


(5,191
)Gain from property disposals, net


(277
)


(94
)


(435
)Stock-based compensation


1,892



1,836



1,764Goodwill impairment charge










35,511Changes in operating assets and liabilities, net:Accounts receivable


(10,326
)


2,983



8,118Accounts payable


(9,857
)


1,457



3,158Other working capital items


4,607



(21,501
)


(8,691
)Claims, insurance and other


(1,006
)


1,892



9,822Other, net


(249
)


125



808Net investment in discontinued operations


(1,584
)


(4,171
)


11,053Net cash provided by operating activities


23,386



14,089



82,339Investing Activities:Acquisition of property and equipment


(3,815
)


(8,362
)


(27,808
)Proceeds from disposal of property and equipment


560



788



1,803Net cash used in investing activities


(3,255
)


(7,574
)


(26,005
)Financing Activities:Proceeds from long-term debt










25,000Repayment of long-term debt






(46,500
)


(61,517
)Net proceeds from issuance of common shares






24,869



Payment of debt issuance costs






(3,493
)


Proceeds on stock option exercises (including excess tax
    benefits)


168



294



588Repurchase of shares outstanding










Net cash provided by (used in) financing activities


168



(24,830
)


(35,929
)Net Increase (Decrease) in Cash and Cash Equivalents


20,299



(18,315
)


20,405Cash and cash equivalents, beginning of year


8,746



27,061



6,656Cash and cash equivalents, end of year

$
29,045


$
8,746


$
27,061    38




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryNotes to Consolidated Financial Statements
    December 31, 2010, 2009 and 2008
  1.
    Description
    of Business and Summary of Accounting Policies  Description
    of Business
    Basis
    of Presentation
      Use of
    Estimates
    New
    Accounting Pronouncements
    Summary
    of Accounting Policies
    Cash Equivalents and Checks Outstanding:
  Inventories, fuel and operating
    supplies:
 39




---



##### Table of Contents



Property and Equipment Including Repairs and
    Maintenance:
  YearsStructures


20 to 25Tractors


8 to 10Trailers


10 to 14Other revenue equipment


10 to 14Technology equipment and software


3 to 5Other


3 to 10     2010


2009Land

$
53,516


$
53,516Structures


110,046



110,112Tractors


175,613



179,622Trailers


161,120



164,301Other revenue equipment


25,626



25,542Technology equipment and software


36,658



34,844Other


47,993



47,866Total property and equipment, at cost

$
610,572


$
615,803     Goodwill: Goodwill and
    Other,
  Computer Software Developed or Obtained for Internal
    Use:
  Claims and Insurance Accruals:
 40




---



##### Table of Contents



Workers compensation

$
1,000,000Bodily injury and property damage


2,000,000Employee medical and hospitalization


300,000Cargo loss and damage


250,000     Income Taxes: Income Taxes
  Revenue Recognition: percentage-of-completion
  Stock-Based Compensation: Compensation-Stock
    Compensation.
  Compensation-Stock Compensation
  Credit Risk:
  Impairment of Long-Lived Assets: Property, Plant, and Equipment
  Advertising:
  Financial
    Instruments
   41




---



##### Table of Contents



2.
    Related-Party
    Transactions    3.
    Debt and
    Financing Arrangements    December 31,


December 31,2010


2009Credit Agreement with Banks, described below

$



$
Senior Notes under a Master Shelf Agreement, described below


90,000



90,000Total debt


90,000



90,000Less: current portion of long-term debt


17,143



Long-term debt, less current portion

$
72,857


$
90,000         Restated
    Credit Agreement
     42




---



##### Table of Contents



Restated
    Master Shelf Agreement
         43




---



##### Table of Contents



Amount2011

$
17,1432012


22,1432013


22,1432014


7,1432015


7,143Thereafter through 2018


14,285Total

$
90,000   4.
    Commitments,
    Contingencies and Uncertainties      Amount2011

$
14,6822012


12,1402013


9,4082014


6,7902015


5,553Thereafter through 2016


16,360Total

$
64,933       California Labor Code Litigation. class-wide
   44




---



##### Table of Contents



Other.
  5.
    Goodwill
    and Other Intangible Assets  Intangibles-Goodwill
    and Other
        GoodwillDecember 31, 2007

$
35,470Purchase adjustment (for income taxes)


41Goodwill impairment


(35,511
)December 31, 2008


No activity


December 31, 2009


No activity


December 31, 2010

$
  45




---



##### Table of Contents



December 31, 2010


December 31, 2009Gross


Accumulated


Gross


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer relationships (useful life of 6-10 years)

$
4,600


$
2,860


$
4,600


$
2,534Covenants
    not-to-compete
    (useful life of 4-6 years)


3,550



3,450



3,550



3,350$
8,150


$
6,310


$
8,150


$
5,884     Amount2011

$
3902012


2902013


2902014


2902015


290   6.
    Computation
    of Earnings (Loss) Per Share    Years Ended December 31,2010


2009


2008Numerator:Income (loss) from continuing operations

$
1,957


$
(9,036
)

$
(19,689
)Income (loss) from discontinued operations, net






1,161



(1,038
)Net income (loss)

$
1,957


$
(7,875
)

$
(20,727
)Denominator:Denominator for basic earnings (loss) per share 
    weighted average common shares


15,713



13,423



13,316Effect of dilutive stock options


42







Effect of other common stock equivalents


360







Denominator for diluted earnings (loss) per share 
    adjusted weighted average common shares


16,115



13,423



13,316Basic Earnings (Loss) Per Share  Continuing
    Operations

$
0.12


$
(0.67
)

$
(1.48
)Basic Earnings (Loss) Per Share  Discontinued
    Operations






0.08



(0.08
)Basic Earnings (Loss) Per Share

$
0.12


$
(0.59
)

$
(1.56
)Diluted Earnings (Loss) Per Share  Continuing
    Operations

$
0.12


$
(0.67
)

$
(1.48
)Diluted Earnings (Loss) Per Share  Discontinued
    Operations






0.08



(0.08
)Diluted Earnings (Loss) Per Share

$
0.12


$
(0.59
)

$
(1.56
)    46




---



##### Table of Contents



7.
    Shareholders
    Equity  Series A
    Junior Participating Preferred Stock
    Preferred
    Stock Rights
    Deferred
    Compensation Trust
      Years Ended December 31,2010

2009

2008Shares of common stock purchased


3,026



16,160



34,270Aggregate purchase price of shares purchased

$
39,000


$
168,000


$
435,000Shares of common stock sold


4,010



11,427



15,150Aggregate sale price of shares sold

$
49,000


$
153,000


$
213,000      47




---



##### Table of Contents



Directors
    Deferred Compensation
    Private
    Placement Offering
    8.
    Stock-Based
    Compensation  Compensation-Stock
    Compensation
       48




---



##### Table of Contents



WeightedAverage


AggregateWeighted


Remaining


IntrinsicAverage


Contractual


ValueOptions


Exercise Price


Life (Years)


(000s)Outstanding at December 31, 2009


405,561


$
16.59Granted


94,960



12.10Exercised


(48,641
)


4.33Forfeited






Outstanding at December 31, 2010


451,880


$
17.12



3.8


$
1,136Exercisable at December 31, 2010


193,063


$
21.88



2.0


$
222       2010

2009

2008Risk free interest rate


2.37
%


1.75
%


2.75
%Expected life in years


5



5



5Expected volatility


58.04
%


55.17
%


46.49
%Dividend rate










    49




---



##### Table of Contents



Weighted AverageOptions


Grant-Date Fair ValueUnvested at December 31, 2009


243,900


$
8.24Granted


94,960



6.22Vested


(80,043
)


8.40Forfeited






Unvested at December 31, 2010


258,817


$
5.18     Weighted AverageShares


Grant-Date Fair ValueRestricted Stock at December 31, 2009


51,000


$
14.71Granted






Vested






Forfeited


(17,000
)


14.71Restricted Stock at December 31, 2010


34,000


$
14.71   Performance
    Unit Awards
  2005-2007, 2006-2008, 2007-2009, 2008-2010, 2009-2011 2010-2012, Compensation-Stock Compensation 2008-2010 2007-2009, 2006-2008 2005-2007
  9.
    Employee
    Benefits  Defined
    Contribution Plans
   50




---



##### Table of Contents



Deferred
    Compensation Plan
    Annual
    Incentive Awards
    Employee
    Stock Purchase Plan
    Vacation
    Policy
   51




---



##### Table of Contents



10.
    Income
    Taxes    2010


2009Depreciation

$
55,595


$
62,698Other


3,033



2,430Revenue


975



471Gross deferred tax liabilities


59,602



65,599Allowance for doubtful accounts


(1,806
)


(2,599
)Employee benefits


(3,225
)


(3,345
)Claims and insurance


(15,753
)


(19,030
)Other


(10,303
)


(9,908
)Gross deferred tax assets


(31,087
)


(34,882
)Net deferred tax liability

$
28,515


$
30,717       2010


2009


2008Current:U.S. federal

$
767


$
(5,049
)

$
439State


403



389



1,730Total current income tax provision


1,170



(4,660
)


2,169Deferred:U.S. federal


(1,232
)


(1,952
)


(4,288
)State


39



7



(903
)Total deferred income tax provision (benefit)


(1,194
)


(1,945
)


(5,191
)Total income tax provision (benefit)

$
(24
)

$
(6,605
)

$
(3,022
)     2010


2009


2008Provision at federal statutory rate

$
677


$
(5,474
)

$
(7,949
)State income taxes, net


356



(229
)


221Nondeductible business expenses


321



324



427Impairment of non-deductible goodwill










6,813Tax credits


(1,332
)


(1,033
)


(3,106
)Other, net


(46
)


(193
)


572Total provision

$
(24
)

$
(6,605
)

$
(3,022
)   2006-2010
 52




---



##### Table of Contents



2004-2010
    2010


2009Gross unrecognized tax benefits at beginning of year

$
2,884


$
2,897Gross increases in tax positions for prior years






6Gross decreases in tax positions for prior years






Gross increases in tax positions for current year






Settlements






Lapse of statute of limitations


(24
)


(19
)Gross unrecognized tax benefits at end of year

$
2,860


$
2,884       11.
    Summary
    of Quarterly Operating Results (unaudited)    Three Months Ended, 2010

March 31


June 30


September 30


December 31Operating revenue

$
212,224


$
231,342


$
234,662


$
224,432Operating income (loss)


(2,125
)


5,874



6,547



1,804Income (loss) from continuing operations


(3,223
)


1,980



2,495



705Discontinued operations














Net income (loss)


(3,223
)


1,980



2,495



705Basic earnings (loss) per share-Continuing Operations

$
(0.21
)

$
0.13


$
0.16


$
0.04Diluted earnings (loss) per share-Continuing Operations

$
(0.21
)

$
0.12


$
0.16


$
0.04Basic earnings per share-Discontinued Operations

$



$



$



$
Diluted earnings per share-Discontinued Operations

$



$



$



$
Basic earnings (loss) per share

$
(0.21
)

$
0.13


$
0.16


$
0.04Diluted earnings (loss) per share

$
(0.21
)

$
0.12


$
0.16


$
0.04   53




---



##### Table of Contents



Three Months Ended, 2009

March 31


June 30


September 30


December 31Operating revenue

$
206,102


$
218,433


$
222,205


$
202,400Operating income (loss)


(7,453
)


(399
)


7,752



(3,592
)Income (loss) from continuing operations


(6,289
)


(1,747
)


3,292



(4,291
)Discontinued operations














1,161Net income (loss)


(6,289
)


(1,747
)


3,292



(3,130
)Basic earnings (loss) per share-Continuing Operations

$
(0.47
)

$
(0.13
)

$
0.25


$
(0.31
)Diluted earnings (loss) per share-Continuing Operations

$
(0.47
)

$
(0.13
)

$
0.24


$
(0.31
)Basic earnings per share-Discontinued Operations

$



$



$



$
0.08Diluted earnings per share-Discontinued Operations

$



$



$



$
0.08Basic earnings (loss) per share

$
(0.47
)

$
(0.13
)

$
0.25


$
(0.22
)Diluted earnings (loss) per share

$
(0.47
)

$
(0.13
)

$
0.24


$
(0.22
)   12.
    Discontinued
    Operations       54




---



##### Table of Contents



Years Ended2010


2009


2008Pre-tax gain (loss) on disposal of discontinued operations

$



$
1,887


$
(2,218
)Income tax (provision) benefit






(726
)


1,180Income (loss) from discontinued operations

$



$
1,161


$
(1,038
)     13.
    Valuation
    and Qualifying Accounts  For
    the Years Ended December 31, 2010, 2009 and
    2008
  AdditionsBalance,

Charged to

Charged to



Balance,Beginning

Costs and

Other

Deductions-

End ofDescription

of Period

Expenses

Accounts

Describe(1)

Period(In thousands)Year ended December 31, 2010:Deducted from asset account  Allowance for
    uncollectible accounts

$
6,838


$
3,264


$
6


$
(5,456
)

$
4,652Year ended December 31, 2009:Deducted from asset account  Allowance for
    uncollectible accounts


7,553



3,201



31



(3,947
)


6,838Year ended December 31, 2008:Deducted from asset account  Allowance for
    uncollectible accounts


5,935



5,213







(3,595
)


7,553     (1)
    
    Primarily uncollectible accounts written off  net of
    recoveries. 55




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Annual
    Controls Evaluation and Related CEO and CFO
    Certifications
  Form 10-K,
  Form 10-K,
  Form 10-K, Rule 13a-14
  Definition
    of Disclosure Controls
    Limitations
    on the Effectiveness of Controls
    Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
   56




---



##### Table of Contents



Internal Control  Integrated Framework
  Form 10-K.
  Richard D. ODell

President and Chief Executive OfficerJames A. Darby

Vice President and Chief Financial Officer (Principal Financial
    Officer)Stephanie R. Maschmeier

Controller (Principal Accounting Officer)   Item 9B.
    Other
    Information   PART III.  Item 10.
    Directors
    and Executive Officers  Form 10-K Regulation S-K Form 10-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   57




---



##### Table of Contents



PART IV.  Item 15.
    Exhibits,
    Financial Statement Schedules  1. Financial Statements
    2. Financial Statement Schedules
    3. Exhibits
  Form 10-K.
 58




---



##### Table of Contents



SIGNATURE
      By:
    /s/  James
    A. Darby          Signature

Title

Date/s/  Richard
    D. ODellRichard
    D. ODell

President and Chief Executive Officer, Saia, Inc.

February 25, 2011/s/  James
    A. DarbyJames
    A. Darby

Vice President of Finance and Chief Financial Officer, Saia,
    Inc. (Principal Financial Officer)

February 25, 2011/s/  Stephanie
    R. MaschmeierStephanie
    R. Maschmeier

Controller, Saia, Inc. (Principal Accounting Officer)

February 25, 2011/s/  Herbert
    A. Trucksess, IIIHerbert
    A. Trucksess, III

Chairman, Saia, Inc.

February 25, 2011/s/  Linda
    J. FrenchLinda
    J. French

Director

February 25, 2011/s/  John
    J. HollandJohn
    J. Holland

Director

February 25, 2011/s/  William
    F. Martin, Jr.William
    F. Martin, Jr.

Director

February 25, 2011/s/  James
    A. OlsonJames
    A. Olson

Director

February 25, 2011/s/  Bjorn
    E. OlssonBjorn
    E. Olsson

Director

February 25, 2011/s/  Douglas
    W. RockelDouglas
    W. Rockel

Director

February 25, 2011/s/  Jeffrey
    C. WardJeffrey
    C. Ward

Director

February 25, 2011  59




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of Exhibit3
.1

Restated Certificate of Incorporation of Saia, Inc., as amended
    (incorporated herein by reference to Exhibit 3.1 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 26, 2006).3
.2

Amended and Restated By-laws of Saia, Inc., as amended
    (incorporated herein by reference to Exhibit 3.1 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 29, 2008).3
.3

Certificate of Elimination filed with the Delaware Secretary of
    State on December 16, 2010 (incorporated herein by
    reference to Exhibit 3.1 of Saia, Inc.s
    Form 8-K
    (File 0-49983) filed on December 20, 2010).4
.1

Rights Agreement between Saia, Inc. and Mellon Investor Services
    LLC dated as of September 30, 2002 (incorporated herein by
    reference to Exhibit 4.1 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended September 30, 2002).4
.2

Amendment to Rights Agreement between the Company and
    Computershare Trust Company, N.A, dated as of
    December 15, 2010 (incorporated herein by reference to
    Exhibit 3.1 of Saia, Inc.s
    Form 8-K
    (File 0-49983) filed on December 20, 2010).10
.1

Master Separation and Distribution Agreement between Yellow
    Corporation (n/k/a Yellow Worldwide Inc.) and Saia, Inc. dated
    as of September 30, 2002 (incorporated herein by reference
    to Exhibit 10.3 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended September 30, 2002).10
.2

Stock Purchase Agreement among Jevic Holding Corp., Saia Motor
    Freight Line, Inc. and SCS Transportation, Inc. dated as of
    June 30, 2006 (incorporated herein by reference to
    Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 7, 2006).10
.3.1

Third Amended and Restated Credit Agreement dated as of
    June 26, 2009, by and among Saia, Inc., Bank of Oklahoma,
    N.A., as Lead Arranger, Administrative Agent and Collateral
    Agent, Bank of America, N.A., as Syndication Agent, U.S. Bank
    National Association, as Documentation Agent, and the banks
    named therein (incorporated herein by reference to
    Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on June 30, 2009).10
.3.2

First Amendment to the Third Amended and Restated Revolving
    Credit Agreement dated as of December 22, 2009, by and
    among Saia, Inc., the banks named therein and Bank of Oklahoma,
    N.A. (incorporated herein by reference to Exhibit 10.3 of
    Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009).10
.4.1

Senior Notes Master Shelf Agreement dated as of
    September 20, 2002 (incorporated herein by reference to
    Exhibit 10.2 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 2, 2002).10
.4.2

Amendment No. 1 to the Senior Notes Master Shelf Agreement
    dated as of April 21, 2005 and related Consent, Cover Page
    and Schedule 6C(2) (incorporated herein by reference to
    Exhibit 10.1 of Saia Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on April 26, 2005).10
.4.3

Amendment No. 2 to the Senior Notes Master Shelf Agreement
    dated as of April 29, 2005 and related Consent
    (incorporated herein by reference to Exhibit 10.2 of Saia
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on May 5, 2005).10
.4.4

Amendment No. 3 to the Senior Notes Master Shelf Agreement
    dated as of June 30, 2006 and related Consent and Partial
    Release of Guaranty (incorporated herein by reference to
    Exhibit 10.3 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 7, 2006).10
.4.5

Amendment No. 4 to the Senior Notes Master Shelf Agreement
    dated as of June 4, 2008 and related Consent and Partial
    Release of Guaranty (incorporated herein by reference to
    Exhibit 10.2 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended June 30, 2008).10
.4.6

Amended and Restated Master Shelf Agreement dated as of
    June 26, 2009, between Saia, Inc., Prudential Investment
    Management, Inc., The Prudential Insurance Company of America,
    Pruco Life Insurance Company and the Purchasers named therein
    (incorporated herein by reference to Exhibit 10.2 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49938)
    filed on June 30, 2009).10
.4.7

First Amendment to Amended and Restated Master Shelf Agreement
    dated as of December 22, 2009 between Saia Inc., The
    Prudential Insurance Company of America and the note holders
    named therein (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009). E-1




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.5

Form of Executive Severance Agreement (incorporated herein by
    reference to Exhibit 10.9 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2002).10
.6.1

Employment Agreement between Saia, Inc. and Herbert A.
    Trucksess, III dated as of November 20, 2002
    (incorporated herein by reference to Exhibit 10.5 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2002).10
.6.2

Amendment to Employment Agreement between Saia, Inc. and Herbert
    A. Trucksess, III dated as of December 4, 2003
    (incorporated herein by reference to Exhibit 10.11 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2003).10
.6.3

Modification of Employment Agreement dated November 20,
    2002, as amended, between Saia, Inc. and Herbert A.
    Trucksess, III dated as of December 7, 2006
    (incorporated herein by reference to Exhibit 10.1 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 13, 2006).10
.6.4

Amendment to Employment Agreement dated as of October 23,
    2008 between Saia, Inc. and Herbert A. Trucksess, III
    (incorporated herein by reference to Exhibit 10.3 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.7.1

Employment Agreement between Saia, Inc. and Richard D.
    ODell dated as of October 24, 2006 (incorporated
    herein by reference to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 30, 2006).10
.7.2

Amendment to Employment Agreement dated as of October 23,
    2008 between Saia, Inc. and Richard D. ODell (incorporated
    herein by reference to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.7.3

Second Amendment to Employment Agreement dated as of
    April 1, 2009 between Saia, Inc. and Richard D. ODell
    (incorporated herein by reference to Exhibit 10.1 of
    Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on April 7, 2009).10
.8.1

Amended and Restated Executive Severance Agreement between Saia,
    Inc. and Richard D. ODell dated as of October 24,
    2006 (incorporated herein by reference to Exhibit 10.3 of
    Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 30, 2006).10
.8.2

Amendment to Amended and Restated Executive Severance Agreement
    dated as of October 23, 2008 between Saia, Inc. and Richard
    D. ODell (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.9

Executive Severance Agreement between Saia, Inc. and James A.
    Darby dated as of September 1, 2006 (incorporated herein by
    reference to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on September 1, 2006).10
.10

Amendment to Executive Severance Agreement dated as of
    October 23, 2008 between Saia, Inc. and James A. Darby
    (incorporated herein by reference to Exhibit 10.6 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.11

Amendment to Executive Severance Agreement dated as of
    October 23, 2008 between Saia, Inc. and Mark H. Robinson
    (incorporated herein by reference to Exhibit 10.7 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.12

Amendment to Executive Severance Agreement dated as of
    October 23, 2008 between Saia, Inc. and Sally R. Buchholz
    (incorporated herein by reference to Exhibit 10.8 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.13

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.2 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 13, 2006).10
.14.1

Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.29 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2007).10
.14.2

Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.30
    of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2007).10
.14.3

Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.1
    of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended June 30, 2008). E-2




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.14.4

Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.1
    of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on February 2, 2011).10
.15

Form of Performance Unit Award Agreement under the Saia, Inc.
    Amended and Restated 2003 Omnibus Incentive Plan (incorporated
    herein by reference to Exhibit 10.18 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2009).10
.16

Restricted Stock Agreement dated February 1, 2008 between
    Saia, Inc. and Richard D. ODell (incorporated by reference
    to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on February 6, 2008).10
.17.1

SCS Transportation, Inc. 2002 Substitute Option Plan
    (incorporated herein by reference to Exhibit 10.13 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2006).10
.17.2

First Amendment to the SCS Transportation, Inc. 2002 Substitute
    Option Plan (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 7, 2006).10
.18

Form of Employee Nonqualified Stock Option Agreement under the
    SCS Transportation, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated herein by reference to
    Exhibit 10.1 of Saia Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on January 31, 2006).10
.19

SCS Transportation, Inc. Directors Deferred Fee Plan as
    adopted December 11, 2003 (incorporated herein by reference
    to Exhibit 10.15 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2003).10
.20

Form of Share Purchase Agreement (incorporated herein by
    reference to Exhibit 10.1 of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009).10
.21

Form of Registration Rights Agreement (incorporated herein by
    reference to Exhibit 10.2 of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009).14
.1

Code of Business Conduct and Ethics (incorporated herein by
    reference to Exhibit 14 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2004).21
.1

Subsidiary of Registrant (incorporated herein by reference to
    Exhibit 21 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2009).23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm.31
.1

Certification of Principal Executive Officer pursuant to
    Exchange Act
    Rule 13a-15(e).31
.2

Certification of Principal Financial Officer pursuant to
    Exchange Act
    Rule 13a-15(e).32
.1

Certification of Principal Executive Officer, furnished pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Principal Financial Officer, furnished pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  E-3