EX-10.3






AMENDMENT TO

EMPLOYMENT AGREEMENT




THIS AMENDMENT, made this 23rd day of October, 2008, by and between Saia, Inc., a Delaware
corporation (“Saia”) and Herbert A. Trucksess III (the “Executive”).



WITNESSETH:




WHEREAS, Saia and the Executive entered into an Employment Agreement on November 20, 2002, as
amended December 4, 2003 and December 7, 2006 (the “Agreement”); and



WHEREAS, the parties retained the right to amend the Agreement pursuant to Section 24 thereof;
and



WHEREAS, the parties desire to amend certain provisions of the Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended.



NOW, THEREFORE, effective as of January 1, 2009, Section 8(f) of the Agreement is amended to
read as follows:




	 	(f)	 	During the period of 36 months beginning on the date of the Executive’s
termination of employment, the Executive (and, if applicable under the applicable
program, his spouse) shall remain covered by the employee benefit plans and programs
that covered him immediately prior to his termination of employment as if he had
remained in employment for such period; provided, however, that there shall be excluded
for this purpose any plan or program providing payment for time not worked (including
without limitation holiday, vacation, and long- and short-term disability). In the
event that the Executive’s participation in any such employee benefit plan or program
is barred (other than as provided herein), Saia shall arrange to provide the Executive
with substantially similar benefits. Any medical insurance coverage for such
three-year period pursuant to this subsection (f) shall become secondary upon the
earlier of (i) the date on which the Executive begins to be covered by comparable
medical coverage provided by a new employer, or (ii) the earliest date upon which the
Executive becomes eligible for Medicare or a comparable Government insurance program.
Notwithstanding the preceding, to the extent required to comply with Section 409A of
the Code, in the event that any such employee benefit plans or programs constitute a
reimbursement or in-kind benefit plan within the meaning of Section 409A of the Code
(including, but not limited to, medical coverage that is provided under a self-insured
medical expense reimbursement plan maintained by Saia, as defined in Section 105(h) of
the Code), (a) the amount of expenses eligible for reimbursement or to be provided as
an in-kind benefit hereunder during a calendar year may not affect the expenses
eligible for reimbursement or to be provided as an in-kind benefit in any other
calendar year (subject, in the case of a self-insured medical expense reimbursement
plan, to any applicable limit on the amount of medical expenses that may be reimbursed
over some or all of the period hereunder), (b) the reimbursement of eligible expenses
shall be made on or before the last day of the calendar year following the calendar
year in which the expenses were incurred, and (c) the right to reimbursement or in-kind
benefits hereunder shall not be subject to liquidation or exchange for another benefit.





IN WITNESS WHEREOF, the parties have executed this Amendment on the 23rd day of October, 2008.



	 	 	 
	EXECUTIVE

	 	SAIA, INC.
	/s/ Herbert A. Trucksess III

	 	/s/ Richard D. O’Dell
	 

	 	 
	Herbert A. Trucksess III

	 	By:Richard D. O’Dell

President and CEO
	
 
	 	ATTEST






	 	 	 
	 	 



                           /s/ James A. Darby       }

                           By:         James A. Darby
/s/ James A. Darby

	 	 	By: James A. Darby