APPENDIX A
WAGE REDUCTION-JOB
SECURITY PLAN GUIDELINES

Note: Each Plan Must be Approved by TNFINC.

_____________ Corporation, (hereinafter called the 'Company') hereby establishes The Wage Reduction - Job Security Plan, (hereinafter the 'Plan' for the benefit of all of its employees. These guidelines for establishing this Plan were created for the express purpose of allowing freight companies the ability to compete and provide job security for Teamster bargaining unit employees. This plan has been approved per Article 6, Section 2, of the National Master Freight Agreement.

1. Employee Eligibility. During the period in which the Plan is effective, each full time employee of the Company (Bargaining Unit and/or Non-Bargaining Unit) shall participate in the Plan. For purposes of the Plan, the term 'full time employee' means an employee who is on the seniority list and is scheduled to perform work for the Company when called, including probationary employees and regular employees on lay off status but, excluding casual employees.

2. Equal Sacrifice of Non-Bargaining Unit Employees and their Participation. All non-bargaining unit employees will participate equally in the Plan in accordance with its terms. The Company will continue the past and present practice of sharing the burden of sacrifices among all employees. The Company agrees not to increase wages (including bonuses) and benefits of current non-bargaining unit employees as an overall percentage beyond the effective overall percentage increases to be received by the bargaining unit employees. (This would exclude promotions, new hires and, for example, data processing employees, who may be otherwise impossible to hire or retain). In the event it becomes necessary to exceed this overall percentage increase limit in order to retain employees for the efficient continued operation of the business, the Company would request approval from the TNFINC to do so.

3. Relation to Collective Bargaining Agreement. This Plan will be mandatory for all employees, both bargaining unit and non-bargaining unit, since job security is the number one asset we all hope to share equally. This Plan will be effective on the agreed-to date for all those employees in the entire unit. The Plan will be submitted for secret ballot vote of all bargaining unit employees, and shall be put into effect if seventy-five percent (75%) of the bargaining unit employees voting, vote to adopt the plan.

4. Health, Welfare and Pension Contributions. The Company agrees to continue to pay the full Health, Welfare and Pension contributions and other increases set forth in the National Master Freight Agreement and its Supplements and will continue to be signator to the National Master Freight Agreement for the life of the Plan.

5. Dispute Settlement. As part of the Collective Bargaining Agreement, disputes pertaining to the Plan are subject to the grievance procedure contained in the National Master Freight Agreement. However, any grievance filed hereunder, by either party, shall be referred directly to the appropriate Regional Joint Area Committee for initial hearing and disposition.

6. Participation. An employee begins or continues participation in the Plan, on the date of Plan implementation or, the first day of the pay period following his/her first day of regular and/or probationary employment subject to the eligibility rules above.

7. New Hire. Newly hired employees subject to New Hire under the National Master Freight Agreement begin participation in the Plan first day of the pay period as a minimum as follows for a 15% Wage Reduction - Job Security Plan:

8. Term of Plan. The term of the Plan or continued Plan shall begin on or after April 1, 1998 and shall continue in effect through March 31, 2003 or until a replacement Collective Bargaining Agreement is reached between the parties, whichever is the later.

All Plan years will commence on January 1 and end on December 31. Distribution of net operating profits will be prorated as appropriate for calendar years 1998 and 2003 and correspond with Plan implementation date and Plan termination date as herein provided.

9. Determination and Sharing Of Net Operating Profit. For the period from date of Plan implementation through date of Plan termination as herein provided for a 15% (maximum) plan:

(Note: The percentage of profit retention below 97.0 set forth above may vary in Plans calling for less than maximum allowable reduction provided in Item #11, pursuant to TNFINC approval.)

(a) As set forth above, the Company will retain all Net Operating Profit amounts on the first three points of the Overall Expense Ratio, i.e., from 97.0 or above, irrespective of what the overall expense ratio is. A substantial portion of such net operating profit on the first three points of the Overall Expense Ratio will be reinvested back into the Company's freight operations for the purpose of continuing to provide job security for all Plan participants. The Company will distribute the requisite percentage of the Net Operating Profit in excess of the first three points of the Overall Expense Ratio, i.e., from 96.9 and below, to the participating employees.

(b) Each participant's proportionate share of the Company's Net Operating Profit (Profit Pool) for each Plan year for which a determination is being made shall equal the ratio of the individual participant's earnings for such plan year (after applicable wage reduction) divided by the total earnings by all eligible employees for such plan year, (after applicable wage reduction) multiplied by the amounts of the Company's Net Operating Profit (Profit Pool) which is available for distribution under the Plan.

For example, the distribution for an employee for the first full Plan year would be:

(c) The term 'Earnings' means an employee's wage compensation only as reportable for W-2 purposes for any plan year for which a profit sharing determination is being made, less amounts otherwise includable in wage compensation which are attributable to profit sharing distributions received during such Plan year, but attributable to a preceding Plan year. Earnings attributable to wages shall include vacation, sick pay, holiday pay, funeral leave, jury duty and other paid-for-time not worked.

(d) The term 'Net Operating Profit' means all operating revenues attributable to the Company's LTL trucking operations minus all operating expenses, including other expenses and debt interest, and any other non-recurring expenses normally incurred by a regulated general freight carrier, excluding any provision for Plan distributions and income taxes, as defined under generally accepted accounting principles. This does not include extraordinary gains or losses as defined under generally accepted accounting principles.

(e) The term 'Overall Expense Ratio' means all expenses excluding any provision for Plan distributions, income taxes and extraordinary losses divided by total revenues excluding extraordinary gains, as defined under generally accepted accounting principles.

(f) The company will provide each employee with an annual report including a basic profit and loss statement, indicating the overall results of the Plan and the individual distribution available to such employee.

10. Distribution of Operating Profit. Distribution of the employees' share of Net Operating Profit as determined under the Plan for each calendar (Plan) year shall be made by the Company within ninety (90) days after the close of the Company's books for such calendar (Plan) year.

11. Wage Reduction. From and after the effective date on which an employee becomes a Participant, each employee will have or will have had his/her gross wages or earnings reduced by %, except for new hires. (See Item 7.) Such wage reduction and/or reduced wages shall include vacation, sick pay, holiday pay, funeral leave, jury duty and other paid for time not worked. Wage or salary increases given during the term of the Plan will be subject to the applicable wage or salary reduction.

12. Income and Employment Tax Withholding. The Company shall withhold all applicable federal, state and local income tax and social security or other tax from employees' wages after the reduction and subsequently from each employee's distribution under the Plan as required by applicable federal, state, or local laws and/or regulations or such greater amount as requested by the employee in writing.

13. Access to Company Financial Records. The Company shall submit an annual operating statement in the format of the ICC report and independent audit to TNFINC, and TNFINC reserves the right on an annual basis to examine the books of the Company or utilize an independent auditor of its choice. In the event an independent auditing firm is utilized by TNFINC, the Company shall pay such independent auditor for such annual audit up to a maximum of five thousand dollars ($5,000). There shall be no inter-company charges initiated under the Plan for the purpose of defeating the Plan. The Company will not change accounting assumptions or practices, except as required to conform to governmental regulation, generally accepted accounting practices or for good business reasons; and in no event will such assumptions or practices be changed to evade or defeat the purposes of this Plan.

14. Past Practices/Company Operations. The existence and maintenance of this Plan shall not limit or otherwise affect the Company's ability to continue to exercise its managerial discretion regarding the running of the Company's business, consistent with the provisions of the Collective Bargaining Agreement. A committee consisting of at least three (3), but not more than six (6) bargaining unit employees selected from among themselves shall have the right to meet and confer with top management on a semi-annual basis for purposes of being apprised and informed concerning the overall progress and results of the Company's continuing operations. TNFINC will appoint the Chairman of this committee and will have the right to send a representative to any meeting of the committee convened by the Company.

15. Work Preservation. Where legally permissible, the Company agrees not to establish any non-union regular route common carrier dry freight LTL entity. For purposes of this paragraph, the term 'Company' includes the holding company. In the event the Company acquires a non-union regular route common carrier dry freight LTL entity whose operations are to be combined with those of the Company, it will negotiate with the Union concerning wages, hours and working conditions for the employees of the acquired entity. If the Company acquires a non-union regular route common carrier dry freight LTL entity which is to be operated separately from the Company, it agrees that it will recognize the Union as the representative of employees of that entity in those jobs comparable to those in the present bargaining unit based on, and after, a check by the Company of union recognition cards if signed by a majority of those employees, and the Company will not oppose or obstruct the Union in its efforts to obtain cards, The Company will then negotiate with the Union concerning wages, hours and working conditions for those employees.

16. Company Agrees Not to Terminate Plan before Termination Date Without Approval of the Union. However, if the Plan is terminated at any time, wage levels will revert or snap back to the full National Master Freight Agreement on a prospective basis and participating employees are fully vested in the pro-rated share of the profits for period of wage reduction.

17. Bankruptcy Protection. If the Company files Chapter 7 or I 1 petition or is placed in involuntary bankruptcy proceeding, this Plan is automatically terminated and wages reverted to full National Master Freight Agreement on a prospective basis unless the Union agrees to continue the Plan.

18. Voluntary Termination of Operation. If the company voluntarily terminates operations before the expiration of the current Collective Bargaining Agreement, the participating employees are fully vested in the prorated share of the profits for the period of wage reduction.

19. Type of Agreement. NMFA with all applicable supplements and all IBT Agreements, whether or not supplemental to the NMFA.

20. Transfer of Ownership. If for any reason the Company is sold, the participating employees are fully vested in the prorated share of the profits for the period of wage reduction.

21. Resignation, Retirement or Other Termination of Employment. Any employee who resigns, retires or otherwise incurs a termination of employment, whether voluntary or involuntary, during the term of the Plan shall receive a pro rata distribution in accordance with paragraph 9 based upon his/her participation in the Plan through the date of his/her resignation, retirement or other termination of employment.

22. Limitation to Current Ownership. Should the Company, at any time subsequent to approval of this Plan, enter into negotiations for the sale of the Company the following is mutually understood:

This Plan is limited to the current ownership, unless such current ownership and prospective purchaser obtain approval for continuance of the Plan from TNFINC after a meeting with TNFINC, such current owner and the prospective purchaser prior to the actual sale. During such meeting the feasibility of employee purchase of the Company will be discussed with the employee committee established in #14 above and with TNFINC.

(COMPANY NAME)
BY: _______________________________________________