<PAGE>

                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

         AGREEMENT, made this 20th day of November, 2002, by and among SCS
Transportation, Inc., a Delaware corporation ("SCST"), Saia Motor Freight Line,
Inc., a Louisiana corporation ("Saia") and Richard D. O'Dell (the "Executive").

                                   WITNESSETH

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

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

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

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

         2.       Term. The term of this Agreement shall be for two years from
                  the date hereof (the "Effective Date"), with said term
                  renewing daily, and ending on the date of termination of the
                  Executive's employment determined pursuant to Section 5, 6 or
                  7, whichever shall be applicable.

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




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

                  (a)      Base Salary. Saia shall pay to the Executive base
                           salary at the rate of $300,000.00 per annum which
                           shall be payable in accordance with the standard
                           payroll practices of Saia. Such base salary rate
                           shall be reviewed annually in accordance with SCST's
                           normal policies beginning in calendar year 2003;
                           provided, however, that at no time during the term of
                           this Agreement shall the Executive's base salary be
                           decreased from the rate then in effect.

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

                  (c)      Stock Options. The Compensation Committee of the
                           Board of Directors of SCST shall determine the number
                           of stock options to purchase common stock of SCST, if
                           any, to be granted to the Executive and the terms and
                           conditions of any such options.

                  (d)      Other Benefits. In addition to the compensation and
                           benefits otherwise specified in this Agreement, the
                           Executive (and, if provided for under the applicable
                           plan or program, his spouse) shall be entitled to
                           participate in, and to receive benefits under,
                           Saia's employee benefit plans and programs



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<PAGE>

                           that are or may be available to senior executives
                           generally and on terms and conditions that are no
                           less favorable than those generally applicable to
                           other senior executives of Saia. At no time during
                           the term of this Agreement shall the Executive's
                           participation in or benefits received under such
                           plans and programs be decreased.

                  (e)      Expenses. The Executive shall be entitled to prompt
                           reimbursement of all reasonable expenses incurred by
                           him in performing services hereunder, provided he
                           properly accounts therefore in accordance with Saia's
                           policies.

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

         5.       Termination of Employment by Saia.

                  (a)      Cause. Saia may terminate the Executive's employment
                           for "Cause" if the Executive willfully engages in
                           conduct which is materially and demonstrably
                           injurious to Saia or any of its affiliates (as
                           defined below) or willfully engages in an act or acts
                           of dishonesty resulting in material personal gain to
                           the Executive at the expense of Saia or any of its
                           affiliates. Saia shall exercise its right to
                           terminate the Executive's employment for Cause by (i)
                           giving him written notice of termination at least 30
                           days before the date of such termination specifying
                           in reasonable detail the circumstances constituting
                           such Cause; and (ii) delivering to the Executive a
                           copy of a resolution duly adopted by the affirmative
                           vote of not less than a majority



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                           of the entire membership of the Board of Directors
                           after reasonable notice to the Executive and an
                           opportunity for the Executive and his counsel to be
                           heard before the Board of Directors, finding that the
                           Executive has engaged in the conduct set forth in
                           this subsection (a). In the event of such termination
                           of the Executive's employment for Cause, the
                           Executive shall be entitled to receive (i) his base
                           salary pursuant to Section 4(a) and any other
                           compensation and benefits to the extent actually
                           earned pursuant to this Agreement or any benefit plan
                           or program of Saia as of the date of such termination
                           at the normal time for payment of such salary,
                           compensation or benefits, and (ii) any amounts owing
                           under Section 4(e). In addition, in the event of such
                           termination of the Executive's employment for Cause,
                           all outstanding options to purchase common stock of
                           SCST held by the Executive at the effective date of
                           such termination which had not already been exercised
                           shall be forfeited. Except as provided in Section 9,
                           the Executive shall receive no other compensation or
                           benefits from Saia or any of its affiliates.

                  (b)      Disability. If the Executive incurs a Permanent and
                           Total Disability, as defined below, Saia may
                           terminate the Executive's employment by giving him
                           written notice of termination at least 30 days before
                           the date of such termination. In the event of such
                           termination of the Executive's employment because of
                           Permanent and Total Disability, (i) the Executive
                           shall be entitled to receive his base salary pursuant
                           to Section 4(a) and any other compensation and
                           benefits to the extent actually earned by the
                           Executive pursuant to this Agreement or any benefit
                           plan or program of





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                           Saia as of the date of such termination of employment
                           at the normal time for payment of such salary,
                           compensation or benefits and any amounts owing under
                           Section 4(e), and (ii) all outstanding stock options
                           to purchase common stock of SCST held by the
                           Executive at the time of his termination of
                           employment shall become immediately exercisable at
                           that time, and the Executive shall have one year from
                           the date of such termination of employment to
                           exercise any or all of such outstanding options (but
                           not beyond the term of such option). For purposes of
                           this Agreement, the Executive shall be considered to
                           have incurred a "Permanent and Total Disability" if
                           he is unable to engage in any substantial gainful
                           employment by reason of any materially determinable
                           physical or mental impairment which can be expected
                           to result in death or which has lasted or can be
                           expected to last for a continuous period of not less
                           than 12 months. The existence of such Permanent and
                           Total Disability shall be evidenced by such medical
                           certification as the Secretary of Saia shall require
                           and shall be subject to the approval of the
                           Compensation Committee of the Board of Directors of
                           SCST.

                  (c)      Without Cause. Saia may terminate the Executive's
                           employment at any time and for any reason, other than
                           for Cause or because of Permanent and Total
                           Disability, by giving him a written notice of
                           termination to that effect at least 30 days before
                           the date of termination. In the event of such
                           termination of the Executive's employment without
                           Cause, the Executive shall be entitled to the
                           benefits described in Section 8.



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         6.       Termination of Employment by the Executive.

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



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<PAGE>


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

         7.       Termination of Employment By Death. In the event of the death
                  of the Executive during the course of his employment
                  hereunder, (i) the Executive's estate shall be entitled to
                  receive his base salary pursuant to Section 4(a) and any other
                  compensation and benefits to the extent actually earned by the
                  Executive pursuant to this Agreement or any other benefit plan
                  or program of Saia as of the date of such termination at the
                  normal time for payment of such salary, compensation or





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                  benefits, and (ii) all outstanding stock options to purchase
                  common stock of SCST held by the Executive at the time of his
                  death shall become immediately exercisable upon his death, and
                  the Executive's spouse or, if predeceased, the Executive's
                  estate, shall have one year from the date of his death to
                  exercise any or all of such outstanding options (but not
                  beyond the term of such option).

         8.       Benefits Upon Termination Without Cause or Good Reason. If the
                  Executive's employment with Saia shall terminate (i) because
                  of termination by Saia pursuant to Section 5(c) and not for
                  Cause or because of Permanent and Total Disability, or (ii)
                  because of termination by the Executive for Good Reason
                  pursuant to Section 6(a), the Executive shall be entitled to
                  the following:

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

                  (b)      Saia shall pay the Executive any amounts owing under
                           Section 4(e).

                  (c)      Saia shall pay to the Executive as a severance
                           benefit an amount equal to two times his annual rate
                           of base salary immediately preceding his termination
                           of employment. Such severance benefit shall be paid
                           in a lump sum within 30 days after the date of such
                           termination of employment.



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                  (d)      Saia shall pay to the Executive a pro rated target
                           bonus based on the actual portion of the fiscal year
                           elapsed prior to the termination of Executive's
                           employment under Saia's target bonus plan for the
                           fiscal year in which his termination of employment
                           occurs as if the target had been exactly met. Such
                           payment shall be made in a lump sum within 30 days
                           after the date of such termination of employment, and
                           the Executive shall have no right to any further
                           bonuses under said program.

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

                  (f)      During the period of 24 months beginning on the date
                           of the Executive's termination of employment, the
                           Executive (and, if applicable under the applicable
                           program, his spouse) shall remain covered by the
                           employee benefit plans and programs that covered him
                           immediately prior to his termination of employment as
                           if he had remained in employment for such period;
                           provided, however, that there shall be excluded for
                           this purpose 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, Saia shall arrange to provide the
                           Executive with substantially similar benefits. Any
                           medical insurance coverage for such two-year period
                           pursuant to this subsection (f) shall become
                           secondary




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                           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.

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

                  (h)      If any payment or benefit received by or in respect
                           of the Executive under this Agreement or any other
                           plan, arrangement or agreement with Saia (determined
                           without regard to any additional payments required
                           under this subsection (h) and Exhibit A of this
                           Agreement) (a "Payment") would be subject to the
                           excise tax imposed by Section 4999 of the Internal
                           Revenue Code of 1986, as amended (the "Code") (or any
                           similar tax that may hereafter be imposed) or any
                           interest or penalties are incurred by the Executive
                           with respect to such excise tax (such excise tax,
                           together with any such interest and penalties, being
                           hereinafter collectively referred to as the "Excise
                           Tax"), Saia shall pay to the Executive with respect
                           to such Payment at the time specified in Exhibit A an
                           additional amount (the "Gross-up Payment") such that
                           the net amount retained by the Executive from the
                           Payment and the Gross-up Payment, after reduction for
                           any Excise Tax





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                           upon the payment and any federal, state and local
                           income and employment tax and Excise Tax upon the
                           Gross-up Payment, shall be equal to the Payment. The
                           calculation and payment of the Gross-up Payment shall
                           be subject to the provisions of Exhibit A.

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

         10.      Termination or Resignation Following a Change of Control. In
                  the event that Executive resigns his employment with Saia and
                  its affiliates or suffers a "Termination" of such employment
                  within two years after a "Change of Control" of SCST under the
                  circumstances described and the definitions set forth in
                  paragraphs 3 and 1 (e) of the Executive Severance Agreement
                  entered into between Executive and SCST on September 28, 2002
                  (the "Executive Severance Agreement"), the provisions of which
                  are hereby incorporated by reference, the Executive shall be
                  entitled to the greater of each benefit described in Section 8
                  or each benefit provided for under the Executive Severance
                  Agreement.

         11.      Non-Competition, Non-Solicitation and Confidentiality. The
                  Executive acknowledges that in the course of his employment
                  with Saia he has become, and in the course of his employment
                  with Saia he will continue to become, familiar with Saia's
                  trade secrets and those of any person or entity controlling,
                  controlled by or under common control with such person or
                  entity, including, without limitation, for Saia, each of SCST
                  and Jevic Transportation, Inc. (an "affiliate") and with other




                                       11
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                  confidential information concerning Saia and its affiliates
                  and that his services will be of special, unique and
                  extraordinary value to Saia. Therefore, the Executive agrees
                  that:

                           (a) so long as the Executive is employed by Saia or
                           an affiliate of Saia and for a period of two years
                           after the date the Executive ceases to be employed by
                           Saia or an affiliate of Saia (the "Non-Compete
                           Period"), the Executive shall not, and shall not
                           allow any of his affiliates to, engage (whether as an
                           owner, operator, manager, employee, officer,
                           director, consultant, advisor, representative or
                           otherwise), directly or indirectly in any endeavor,
                           activity or business in (x) any country in the world
                           where Saia or any of its affiliates is doing business
                           during the term of such Non-Compete Period or (y) any
                           state in the United States or any province in Canada,
                           that engages, in whole or in part, in or that
                           otherwise competes, in whole or in part, with the
                           business of providing trucking transportation,
                           including, but not limited to, offering regional,
                           interregional or national less-than-truckload
                           services or truckload services, freight brokerage,
                           transportation logistics or any other business of
                           Saia and its affiliates or any of them (collectively,
                           the "Business") as conducted or as proposed to be
                           conducted at any time during the term of the
                           Executive's employment with Saia or any of its
                           affiliates; provided that this paragraph shall not be
                           construed to prohibit the ownership of less than 3%
                           of the outstanding stock of any publicly-traded
                           corporation.

                           (b) The Executive agrees that so long as the
                           Executive is employed by Saia or an affiliate of Saia
                           and for a period of two years after the date the




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                           Executive ceases to be employed by Saia or an
                           affiliate of Saia (the "Non-Solicitation Period"), he
                           shall not, and shall not permit any of his affiliates
                           to, directly or indirectly,

                                    (i) contact, approach or solicit for the
                                    purpose of offering employment to or hiring
                                    (whether as an employee, consultant, agent,
                                    independent contractor, salesperson,
                                    distributor, supplier, vendor, manufacturer,
                                    representative, agent, jobber or otherwise)
                                    or actually hire any person employed by Saia
                                    or any of its affiliates during the
                                    Non-Solicitation Period, without the prior
                                    written consent of Saia, or otherwise induce
                                    any person or entity transacting business
                                    with Saia or any of its affiliates to
                                    terminate any relationship, association or
                                    arrangement with Saia or any of its
                                    affiliates, or to represent, distribute or
                                    sell services or products of Saia or its
                                    affiliates; or

                                    (ii) divert or attempt to divert from Saia
                                    or any of its affiliates any business with
                                    any customer or account the identity of
                                    which was learned by the Executive, as a
                                    result of his operation of the Business or
                                    employment with Saia or any of its
                                    affiliates.


         12.      Confidentiality. The Executive shall treat and hold as
                  confidential any information concerning the Business, Saia or
                  any of its affiliates that is not already generally available
                  to the public (the "Confidential Information"), refrain from
                  using any of the Confidential Information except in connection
                  with his employment with Saia




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                  or any of its affiliates, and deliver promptly to Saia, at the
                  request and option of Saia, all tangible embodiments (and all
                  copies) of the Confidential Information which are in his
                  possession or under his control. In the event that the
                  Executive is requested or required (by oral question or
                  request for information or documents in any legal proceeding,
                  interrogatory, subpoena, civil investigative demand, or
                  similar process) to disclose any Confidential Information, the
                  Executive shall notify Saia promptly of the request or
                  requirement so that Saia may seek an appropriate protective
                  order or waive compliance with the provisions of this Section
                  12. If, in the absence of a protective order or the receipt of
                  a waiver hereunder, the Executive is, on the advice of
                  counsel, compelled to disclose any Confidential Information to
                  any tribunal or else stand liable for contempt, the Executive
                  may disclose the Confidential Information to the tribunal;
                  provided, that the Executive shall use his best efforts to
                  obtain, at the request of and at the cost of Saia, an order or
                  other assurance that confidential treatment shall be accorded
                  to such portion of the Confidential Information required to be
                  disclosed as Saia shall designate.

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





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<PAGE>

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

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

         16.      Acknowledgment. The Executive acknowledges and agrees that (i)
                  the restrictions contained in Sections 11, 12, 13, 14 or 15
                  are reasonable in all respects (including, without limitation,
                  with respect to subject matter, time period and geographical
                  area)



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<PAGE>

                  and are necessary to protect Saia's interest in, and value of,
                  the Business (including, without limitation, the goodwill
                  inherent therein) and (ii) Executive is responsible for the
                  creation of such value.

         17.      Arbitration.

                  (a)      Arbitration of Disputes. Except as otherwise
                           expressly provided herein, any dispute between the
                           parties hereto arising out of, in connection with, or
                           relating to this Agreement or the breach thereof
                           shall be settled by arbitration in Kansas City,
                           Missouri, in accordance with the rules then in effect
                           of the American Arbitration Association ("AAA").
                           Arbitration shall be the exclusive remedy for any
                           such dispute except only as to failure to abide by an
                           arbitration award rendered hereunder. Regardless of
                           whether or not both parties hereto participate in the
                           arbitration proceeding, any arbitration award
                           rendered hereunder shall be final and binding on each
                           party hereto and judgment upon the award rendered may
                           be entered in any court having jurisdiction thereof.
                           The party seeking arbitration shall notify the other
                           party in writing and request the AAA to submit a list
                           of 5 or 7 potential arbitrators. In the event the
                           parties do not agree upon an arbitrator, each party
                           shall, in turn, strike one arbitrator from the list,
                           Saia having the first strike, until only one
                           arbitrator remains, who shall arbitrate the dispute.
                           The parties shall have the opportunity to conduct
                           reasonable discovery as determined by the arbitrator,
                           and the arbitration hearing shall be conducted within
                           30 to 60 days of the selection of an arbitrator or at
                           the earliest date thereafter that the arbitrator is
                           available or as otherwise set by the arbitrator.





                                       16
<PAGE>

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

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

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

         20.      Severability. Any provision in this Agreement which is
                  prohibited or unenforceable in any jurisdiction shall, as to
                  such jurisdiction, be ineffective only to the extent of





                                       17
<PAGE>

                  such prohibition or unenforceability without invalidating or
                  affecting the remaining provisions hereof, and any such
                  prohibition or unenforceability in any jurisdiction shall not
                  invalidate or render unenforceable such provision in any other
                  jurisdiction.

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

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

         23.      Controlling Law. This Agreement shall in all respects be
                  governed by and construed in accordance with the laws of the
                  State of Missouri.

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

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

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




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<PAGE>

20th of November, 2002.



EXECUTIVE                              SAIA MOTOR FREIGHT LINE, INC.


  /s/ Richard D. O'Dell           /s/ Anthony D. Albanese
----------------------------    ------------------------------------
Richard D. O'Dell                  By:    Anthony D. Albanese
                                          Senior Vice President,
                                          Operations and Sales

                                   ATTEST

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

                                   SCS TRANSPORTATION, INC.,
                                   for the sole purpose of binding itself to the
                                   provisions in this Agreement regarding stock
                                   options to purchase shares of SCST granted to
                                   the Executive and for no other purpose shall
                                   SCST be bound or obligated hereunder

                                     /s/ Herbert A. Trucksess
                                   --------------------------------------------
                                   By:    Herbert A. Trucksess
                                          Chairman, President and CEO

                                   ATTEST


                                     /s/ James J. Bellinghausen
                                   --------------------------------------------
                                   By:    James J. Bellinghausen
                                          Secretary





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                                    EXHIBIT A

                                GROSS-UP PAYMENTS



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

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

                  (b) The Gross-Up Payment with respect to a Payment shall be
paid not later than the thirtieth day following the date of the Payment;
provided, however, that if the amount of such Gross-Up Payment or portion
thereof cannot be finally determined on or before such day, Saia shall pay to
the Executive on such date an estimate, as determined in good faith by Saia, of
the amount of such payments and shall pay the remainder of such payments
(together with interest at the Federal short-term rate provided in Section
1274(d) (1) (C) (i) of the Code) as soon as the amount thereof can be
determined. At the time that payments are made under Section 8(h) and this
Exhibit



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A, Saia shall provide the Executive with a written statement setting forth the
manner in which such payments were calculated and the basis for such
calculations, including, without limitation, any opinions or other advice Saia
has received from outside counsel, auditors or consultants (and any such
opinions or advice which are in writing shall be attached to the statement).















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