AMENDED AND RESTATED EMPLOYMENT AGREEMENT

1.

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

2.

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

3.

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

4.

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

5.

Termination of Employment by Saia .

(a)

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

(b)

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

(c)

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

6.

Termination of Employment by the Executive .

(a)

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

(b)

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

7.

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

8.

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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