TAX ALLOCATION AGREEMENT

Exhibit 10.5

TAX ALLOCATION AGREEMENT

BY AND AMONG

UNION PACIFIC CORPORATION,

OVERNITE CORPORATION

AND

SUBSIDIARIES

DATED AS OF NOVEMBER 5, 2003

TAX ALLOCATION AGREEMENT

THIS AGREEMENT is entered into as of November 5, 2003, between Union Pacific Corporation (“UPC”), a Utah corporation, on behalf of itself and the other members of the UPC Consolidated Group and the UPC Unitary Group (both as hereinafter defined), and Overnite Corporation, a Virginia corporation, on behalf of itself and the other members of the Overnite Consolidated Group and the Overnite Unitary Group (both as hereinafter defined), which includes Overnite Holding, Inc. (“OHI”), a Delaware corporation.

WHEREAS , UPC and OHI were parties to that certain Tax Allocation Agreement between them dated as of January 1, 1991 (the “1991 Agreement”) setting forth and confirming: certain matters relating to the inclusion of OHI and certain other companies in the UPC consolidated Federal Income Tax returns and Unitary Income Tax returns; the allocation of Tax liabilities for periods during which OHI and other companies were or would be Subsidiaries of UPC; the administration of Tax audits and proceedings; and the principles embodied in Tax allocation policies then in effect between UPC and OHI; and

WHEREAS , the 1991 Agreement provides that it may be amended only by written agreement of UPC and OHI; and

WHEREAS , in connection with the Acquisition and the Offering (both as hereinafter defined), OHI will become a wholly-owned subsidiary of Overnite Corporation, and Overnite Corporation and its Subsidiaries will cease to be members of the UPC Consolidated Group and the UPC Unitary Group; and

WHEREAS , the members of the Overall Consolidated Group (as defined below) desire to amend and restate the 1991 Agreement to reflect the Offering and for other reasons;

NOW, THEREFORE , the parties hereto, intending to be legally bound, agree that the 1991 Agreement is amended and restated in full as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed to them. Each such term may be used in either the singular or the plural.

Section 1.1. 1991 Agreement . The term “1991 Agreement” has the meaning ascribed to such term in the first premise of this Agreement.

Section 1.2. 2001 Motor Cargo Merger Agreement . The term “2001 Motor Cargo Merger Agreement” means the Agreement and Plan of Merger By and Among Motor Cargo Industries, Inc., Union Pacific Corporation and Motor Merger Co. dated as of October 15, 2001.

Section 1.3. 2003 Pre-Offering Period . The term “2003 Pre-Offering Period” means the Pre-Offering Period beginning January 1, 2003.

Section 1.4. Acquisition . The term “Acquisition” means UPC’s transfer of all the issued and outstanding shares of common stock of OHI to Overnite Corporation in exchange for all of the issued and outstanding stock of Overnite Corporation and a promissory note, as contemplated in the Stock Purchase and Indemnification Agreement.

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Section 1.5. Actual Loss . The term “Actual Loss” means the amount of all Taxes actually incurred or Tax Benefits lost (in either case based upon the Tax law in effect at the time of loss and discounted at the Applicable Federal Rate using monthly compounding) by a Party as a result of an action (or failure to act) by another Party with respect to matters described in this Agreement. Such Tax or lost Tax Benefit resulting from such action (or failure to act) shall be calculated using the allocated Tax liability for the appropriate Tax jurisdiction, net of the present value of any reasonably anticipated related offsetting Tax Benefit (based upon the Tax law in effect at the time of computation) discounted at the Applicable Federal Rate using monthly compounding.

Section 1.6. Additional Shares . The term “Additional Shares” has the same meaning as in the Underwriting Agreement.

Section 1.7. Aggregate Deemed Sales Price . The term “Aggregate Deemed Sales Price” means the Aggregate Deemed Sales Price as determined under Code Section 338 and the Treasury regulations thereunder and the corresponding provisions of state or local law.

Section 1.8. Applicable Federal Rate . The term “Applicable Federal Rate” means the Federal short-term rate, with monthly compounding, as determined under Code Section 1274(d).

Section 1.9. Business Day . The term “Business Day” means a day of the year on which banks are not required or authorized to close in New York City.

Section 1.10. Code . The term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

Section 1.11. Federal Income Tax . The term “Federal Income Tax” means the Income Taxes imposed under the Code.

Section 1.12. Income Tax . The term “Income Tax” means any domestic Tax (whether denominated as “income tax,” a “franchise tax” or otherwise), based upon taxable income of an entity or group of entities.

Section 1.13. Item . The term “Item” means a Tax attribute, item of income, loss, deduction, preference, or credit attributable to the assets or activities of a Party.

Section 1.14. Miscellaneous Tax . The term “Miscellaneous Tax” means any Tax other than Federal Income Tax, Unitary Income Tax, and Separate Return Income Tax (including but not limited to excise Taxes, windfall profits Taxes, value added Taxes, franchise Taxes based on net worth, real property Taxes, personal property Taxes, severance Taxes, single business Taxes, gross receipts Taxes, state or local sales or use Taxes, employment and payroll Taxes and premiums, and all foreign Taxes).

Section 1.15. Motor Cargo . The term “Motor Cargo” means, collectively, Motor Cargo Industries, Inc., a Utah corporation, as that corporation existed before the transactions consummated pursuant to the 2001 Motor Cargo Merger Agreement, Motor Cargo Industries, Inc., a Utah corporation, as that corporation has existed since such transactions and all Subsidiaries (whether or not currently in existence) of either such corporation.

Section 1.16. Motor Cargo Pre-Consolidation Income Taxes . The term “Motor Cargo Pre-Consolidation Income Taxes” means all Income Taxes imposed on or payable by Motor Cargo for any taxable period beginning before the date Motor Cargo joined the Overall Consolidated Group.

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Section 1.17. Negotiation Period . The term “Negotiation Period” means the period beginning with receipt of notice of a dispute and ending with receipt of notice by one Party that the other Party wishes to end the Negotiation Period, as described in Section 8.1 of this Agreement.

Section 1.18. Nexus . The term “Nexus” means the level of activity that must be established in a Taxing jurisdiction to enable it to impose an Income Tax.

Section 1.19. Offering . The term “Offering” means UPC’s sale of Overnite Corporation stock through a public offering as contemplated in the Stock Purchase and Indemnification Agreement.

Section 1.20. Offering Date . The term “Offering Date” means the date on which OHI ceases to be a member of the Overall Consolidated Group.

Section 1.21. Overall Consolidated Group . The term “Overall Consolidated Group” means the group of corporations composed of the Overnite Consolidated Group and the UPC Consolidated Group (both as defined below).

Section 1.22. Overall Unitary Group . The term “Overall Unitary Group” means the group of corporations composed of the Overnite Unitary Group and the UPC Unitary Group (both as defined below).

Section 1.23. Overnite Consolidated Group . For all periods through the date that OHI becomes a wholly-owned Subsidiary of Overnite Corporation, the term “Overnite Consolidated Group” means OHI and all other corporations that, but for UPC’s ownership of the stock of OHI, would be members of an affiliated group of corporations (within the meaning of Section 1504(a) of the Code) having OHI as its common parent, (including disregarded entities, within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii) owned by such members). For all periods thereafter, the term “Overnite Consolidated Group” means Overnite Corporation and all other corporations that are members of the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which Overnite Corporation is (or, but for UPC’s ownership of the stock of Overnite Corporation, would be) the common parent, (including disregarded entities within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii) owned by such members), together with any other corporations which may become members of such affiliated group and any passthrough entities in which Overnite Corporation or any member of such affiliated group may become a member.

Section 1.24. Overnite Miscellaneous Tax . The term “Overnite Miscellaneous Tax” means any Miscellaneous Tax for which any member of the Overnite Consolidated Group or Overnite Unitary Group is liable under applicable law.

Section 1.25. Overnite Separate Return Income Tax . The term “Overnite Separate Return Income Tax” means a Separate Return Income Tax for which any member of the Overnite Consolidated Group or Overnite Unitary Group is liable under applicable law. States and local jurisdictions where members of the Overnite Consolidated Group and Overnite Unitary Group file on a separate company basis are identified in Appendix I.

Section 1.26. Overnite Unitary Group . For all periods through the date that OHI becomes a wholly-owned Subsidiary of Overnite Corporation, the term “Overnite Unitary Group” means OHI and all other entities that, but for UPC’s ownership of the stock of OHI, would be identified by a state or local Taxing Authority as the basis for the Unitary Income Tax assessment and Unitary Income Tax Return of OHI. For all periods thereafter, the term “Overnite Unitary Group” means Overnite Corporation and all other entities identified by a state or local Taxing Authority as the basis for the Unitary Income Tax assessment and Unitary Income Tax Return of Overnite Corporation.

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Section 1.27. Party . The term “Party” means either the members of the UPC Consolidated Group or of the Overnite Consolidated Group as the context requires.

Section 1.28. Post-Offering Period . The term “Post-Offering Period” means any taxable period beginning after the Offering Date.

Section 1.29. Pre-Offering Period . The term “Pre-Offering Period” means any taxable period ending on or prior to the Offering Date.

Section 1.30. Section 338(h)(10) Defense Cost . The term “Section 338(h)(10) Defense Cost” means an out-of-pocket cost actually and reasonably incurred by a Party in defending the validity of the Section 338(h)(10) Elections (or any of them) to the Internal Revenue Service or other Taxing Authority, in connection with any administrative proceedings (including but not limited to examination, claim for refund, amended return, request for ruling, technical advice or other internal procedure, appeal or alternative dispute resolution procedure) or litigation.

Section 1.31. Section 338(h)(10) Election . The term “Section 338(h)(10) Election” means an election under Section 338(h)(10) of the Code and the regulations thereunder and any similar elections available under any applicable state or local law with respect to (a) the Acquisition, and (b) each of the deemed acquisitions of the stock of all the direct and indirect Subsidiaries of OHI except Motor Cargo.

Section 1.32. Separate Return Income Tax . The term “Separate Return Income Tax” means any state or local Income Tax, other than a Unitary Income Tax, incurred by any member of the Overall Consolidated Group.

Section 1.33. Stock Purchase and Indemnification Agreement . The term “Stock Purchase and Indemnification Agreement” means the Stock Purchase and Indemnification Agreement dated November 5, 2003, among UPC, Overnite Corporation, OHI, Overnite Transportation Company, and Motor Cargo Industries, Inc.

Section 1.34. Subsidiary . A “Subsidiary” of a corporation is a business entity (including, but not limited to, a corporation, partnership, limited partnership, limited liability company, limited partnership or business trust) of which such corporation owns more than 50% of the issued and outstanding equity interests (as the case may be, including but not limited to, stock or partnership membership or beneficial interests).

Section 1.35. Tax . The term “Tax” means any federal, state, territorial, local, foreign and other net income, gross income, gross receipts, sales, use, value added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other Tax, fee, premium, assessment or charge of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, which any member of the UPC Consolidated Group, UPC Unitary Group, Overnite Consolidated Group or Overnite Unitary Group is required to pay, collect or withhold, together with any interest, penalties, additions to Tax, or additional amounts with respect thereof, in each case through date of payment.

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Section 1.36. Tax Benefit . The term “Tax Benefit” means (a) any refund, credit, carryover, carryback or other reduction in otherwise required Tax payments; and (b) any decrease in any Tax in one Tax period that results from an adjustment to liability for Tax in another Tax period, such as an increase in a deduction for depreciation that results from a determination that, in a previous Tax period, an expenditure is capitalized and not deducted, or that an item of gain is recognized.

Section 1.37. Taxing Authority . The term “Taxing Authority” means any governmental authority (whether United States or non-United States, and including any state, municipality, political subdivision or governmental agency) responsible for the imposition or administration of any Tax.

Section 1.38. Underwriting Agreement . The term “Underwriting Agreement” means the Underwriting Agreement dated October 30, 2003, among: UPC, Overnite Corporation, OHI, and Credit Suisse First Boston, LLC, and Morgan Stanley & Co. Incorporated as representatives of the several underwriters.

Section 1.39. Unitary Income Tax . The term “Unitary Income Tax” means a state or local Income Tax which reflects the combined or consolidated reporting (either on a domestic or worldwide basis) of any of the Parties and their respective affiliates for a state or local jurisdiction which either (a) imposes its Income Tax on its apportioned and/or allocable share of the taxable income of a taxpayer and its domestic affiliates that are engaged in a “unitary business”, part of which is conducted in the state or (b) imposes its Income Tax on its apportioned and/or allocable share of the taxable income of a taxpayer and its affiliates – both domestic and foreign – that are engaged in a unitary business. States and local jurisdictions where UPC and affiliates file on a unitary basis are identified in Appendix I.

Section 1.40. Unitary Group . The term “Unitary Group” means one of: the Overnite Unitary Group, the UPC Unitary Group or the Overall Unitary Group.

Section 1.41. UPC Consolidated Group . The term “UPC Consolidated Group” means the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which UPC is the common parent (including disregarded entities within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii) owned by such members), including corporations (and their disregarded entities) that were but no longer are part of such affiliated group, but excluding the members of the Overnite Consolidated Group.

Section 1.42. UPC Separate Return Income Tax . The term “UPC Separate Return Income Tax” means a Separate Return Income Tax for which any member of the UPC Consolidated Group is liable under applicable law.

Section 1.43. UPC Miscellaneous Tax . The term “UPC Miscellaneous Tax” means any Miscellaneous Tax for which any member of the UPC Consolidated Group is liable under applicable law.

Section 1.44. UPC Unitary Group . The term “UPC Unitary Group” means UPC and all other entities identified by a state or local Taxing jurisdiction as the basis for the Unitary Income Tax assessment and Unitary Income Tax Returns of UPC, but excluding the members of the Overnite Unitary Group.

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ARTICLE II

FILING OF CONSOLIDATED RETURNS AND ELECTIONS

Section 2.1. Consolidated and Unitary Returns . For the 2003 Pre-Offering Period, UPC shall, to the extent permitted by law, include (a) the Overnite Consolidated Group in its Federal Income Tax return for the Overall Consolidated Group and (b) the Overnite Unitary Group in its Unitary Income Tax returns for the Overall Unitary Group. UPC shall have the right to obtain extensions of time to file these returns as it deems necessary in its sole discretion. These returns shall be prepared by UPC and shall be filed in a timely manner. UPC shall have sole responsibility and control with respect to determining Tax return positions for the Overnite Consolidated Group Items and the Overnite Unitary Group Items for the 2003 Pre-Offering Period; provided, however, UPC shall use for the Overnite Consolidated Group and Overnite Unitary Group any Tax return positions that are requested by Overnite Corporation and both Parties agree are appropriate under applicable law (including regulations), if the effect of doing so would be to produce a Tax Benefit of $50,000 or more in the aggregate with respect to any Income Taxes allocated to Overnite Corporation under this Agreement or any Overnite Separate Return Income Tax without producing an Actual Loss with respect to Income Taxes allocated to UPC under this Agreement.

Section 2.2. Filing Information .

(a) Overnite Corporation shall supply UPC with (i) a completed pro forma consolidated Federal Income Tax return for the Overnite Consolidated Group for the 2003 Pre-Offering Period, together with all appropriate information necessary for the integration of such return into the consolidated Federal Income Tax return for the Overall Consolidated Group for such period, and (ii) the data and information relating to the Overnite Unitary Group necessary to prepare the Unitary Income Tax returns to be filed by UPC under this Agreement.

(b) All the returns and information set forth in Section 2.2(a) shall be provided pursuant to timetables and instructions as mutually agreed by UPC and Overnite Corporation. In the event that Overnite Corporation (i) either does not timely provide such information or provides information that is incomplete or otherwise not reasonably satisfactory to UPC, and (ii) Overnite Corporation does not cure such defect within 30 Business Days after UPC gives notice thereof, UPC shall be entitled to require Overnite Corporation to engage, at Overnite Corporation’s expense, an independent accounting firm reasonably acceptable to UPC and Overnite Corporation to gather and provide the information which Overnite Corporation is required to provide under this Section 2.2.

(c) The returns and information provided by Overnite Corporation pursuant to Section 2.2(a) shall be consistent with all elections and accounting methods used by the Overnite Consolidated Group in previous Tax periods, except as otherwise required by applicable law (including regulations) or agreed to by UPC. In addition, the Overnite Consolidated Group shall notify UPC of any changes to elections or accounting methods from the prior year. The Overnite Consolidated Group shall indemnify UPC for any Actual Loss suffered by the UPC Consolidated Group due to any failure of the Overnite Consolidated Group to comply with these requirements.

Section 2.3. Section 338(h)(10) Elections .

(a) Overnite Corporation and UPC agree to make and file the Section 338(h)(10) Elections jointly and in a timely manner.

(b) As requested from time to time by UPC (whether before, at, or after the Offering Date), Overnite Corporation shall assist UPC in, and shall provide the necessary information to UPC in

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connection with, the preparation of Internal Revenue Service Form 8023, Elections Under Section 338 For Corporations Making Qualified Stock Purchases, and any comparable or related forms required under any applicable state or local law, and the required schedules or statements thereto (the “Section 338 Election Forms”) relating to the Section 338(h)(10) Elections. Without limiting the generality of the preceding sentence and with respect to each Section 338 Election Form delivered by UPC to Overnite Corporation on or before the Offering Date, Overnite Corporation shall, no later than the Offering Date, cause each such Section 338 Election Form to be duly executed by Overnite Corporation or an affiliate of Overnite Corporation, as appropriate, and shall deliver the same to UPC at the Offering Date. If UPC determines at or after the Offering Date that any change is to be made in a Section 338 Election Form previously executed by Overnite Corporation or an affiliate of Overnite Corporation and delivered by Overnite Corporation to UPC, then UPC may prepare a new Section 338 Election Form and deliver such new Section 338 Election Form to Overnite Corporation, and Overnite Corporation shall cause such Section 338 Election Form to be duly executed by Overnite Corporation or an affiliate of Overnite Corporation, as appropriate, and shall promptly deliver such executed Section 338 Election Form to UPC.

(c) UPC shall timely file (or cause to be filed) the Section 338 Election Forms on behalf of UPC and Overnite Corporation, and shall provide notice of such filing to Overnite Corporation. UPC and Overnite Corporation shall thereafter take any and all actions necessary or appropriate to effect the timely filing of any other Section 338 Election Forms required to be filed for any applicable state or local tax purposes.

(d) With respect to the filings described in Section 2.3(c) above, the members of the UPC Consolidated Group and the Overnite Consolidated Group will (i) treat as valid the Section 338(h)(10) Elections, (ii) not take any action inconsistent with such treatment and (iii) timely file, or cause to be filed, all tax returns affected by such filings in a manner consistent with the Section 338(h)(10) Elections (including but not limited to attaching such Section 338 Election Forms and the schedules related thereto to the appropriate tax returns in the manner prescribed by applicable regulations or other applicable law).

(e) Within 90 Days of the Offering Date, Overnite Corporation shall present to UPC a completed Internal Revenue Service Form 8883, Asset Allocation Statement Under Section 338, and any comparable or related forms under any applicable state or local law. Provided such allocation of the Purchase Price is reasonable, UPC shall adopt the same allocation on its own Form 8883, and any comparable or related forms under any applicable state or local law. If UPC determines that such allocation is not reasonable, the Parties shall take reasonable steps to come to an agreement on an allocation.

(f) Each of the members of the UPC Consolidated Group and Overnite Consolidated Group hereby covenants to take all appropriate actions to ensure the validity and effectiveness of the Section 338(h)(10) Elections, and not to take any action which jeopardizes their validity and effectiveness. For purposes of this Section 2.3(f), an action which jeopardizes the validity and effectiveness of the Section 338(h)(10) Elections includes, but is not limited to, the issuance by Overnite Corporation of Overnite Corporation voting stock to a person or persons (other than UPC) who collectively would own stock constituting 70% or more of the combined voting power of all classes of Overnite Corporation stock entitled to vote immediately after any such issuance.

(g) Overnite Corporation shall not, during the 180-day period commencing on the Offering Date, offer, pledge, sell, contract to sell, sell any option, sell any contract to purchase, grant any option, right or warrant to purchase, or issue stock in itself other than transactions described in the Form S-1 Registration Statement filed with the United States Securities and Exchange Commission on August 4, 2003, and amended on September 12, 2003, October 14, 2003, October 23, 2003, October 30, 2003 and

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October 30, 2003, unless Overnite Corporation receives prior written consent from UPC. UPC shall resp