TAX INDEMNIFICATION AND ALLOCATION AGREEMENT
THIS TAX INDEMNIFICATION AND ALLOCATION AGREEMENT ("Agreement") is entered into as of
September 30, 2002 by and between YELLOW CORPORATION, a Delaware corporation ("Distributing
Co."), and SCS TRANSPORTATION, INC., a Delaware corporation ("Controlled Co.") (Distributing Co. and
Controlled Co. are sometimes collectively referred to herein as the "Companies"). Capitalized terms used in this
Agreement are defined in Section 1 below. Unless otherwise indicated, all "Section" references in this Agreement
are to sections of this Agreement.
A. As of the date hereof, Distributing Co. is the common parent of an affiliated group of corporations, including
Controlled Co., which has elected to file consolidated Federal income tax returns.
B. The Companies have agreed to a distribution of all of the capital stock of Controlled Co. on a pro-rata basis
to the shareholders of Distributing Co., in order to facilitate the separation of Controlled Co. from Distributing
Co. (the "Distribution"). In connection therewith, the Companies have entered into the Master Separation and
Distribution Agreement, dated as of September 30, 2002 (the "Distribution Agreement").
C. As a result of the Distribution, Controlled Co. and its Subsidiaries (as determined immediately after the
consummation of the Distribution) will cease to be members of the affiliated group of which Distributing Co. is the
D. The Distribution is intended to qualify as a tax-free distribution to Distributing Co. and its shareholders under
Section 355 of the Internal Revenue Code of 1986, as amended.
E. The Companies desire to provide for and agree upon the allocation between the parties of liabilities for Taxes
arising prior to, as a result of, and subsequent to the transactions contemplated by the Distribution Agreement,
and to provide for and agree upon other matters relating to Taxes.
NOW, THEREFORE, in consideration