PERFORMANCE UNIT AWARD AGREEMENT

UNDER
SCS TRANSPORTATION, INC.
2003 OMNIBUS INCENTIVE PLAN

THIS AWARD AGREEMENT is made and entered into as of January      , 2005 (the Date of Grant), by and between SCS Transportation, Inc. (the Company), and      (Employee).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (the Board of Directors) has adopted and the stockholders of the Company have approved the SCS Transportation, Inc. 2003 Omnibus Incentive Plan (the Plan), pursuant to which performance unit awards may be granted to employees of the Company and its subsidiaries; and

WHEREAS, the Company desires to grant to Employee a performance unit award under the terms of the Plan.

NOW, THEREFORE, pursuant to the Plan, the Company and Employee agree as follows:

1. Grant of Award. Pursuant to action of the Committee, the Company grants to Employee the performance unit award described in this Award Agreement (the Performance Unit Award).

2. Award Subject to Plan. This Award is granted under and is expressly subject to all the terms and provisions of the Plan, which terms are incorporated herein by reference. The committee referred to in Section 3 of the Plan (Committee) has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

3. Performance Period. The performance period for the Performance Unit Award is the three (3) year period commencing January 1, 2005 and ending December 31, 2007 (the Performance Period).

4. Performance Unit Award.

(a) General. Employees target Performance Unit Award opportunity for the Performance Period is      percent (     %) of Employees average annualized base salary during the three years of the Performance Period (the Target Cash Incentive). For purposes of this Agreement, the average annualized base salary during the three years of the Performance Period shall be the sum of the base salary of Employee on the first, second and third anniversaries of the Date of Grant, divided by three.

(b) Amount of Target Cash Incentive Payable to Employee for the Performance Period. The amount of the Target Cash Incentive payable to Employee for the Performance Period will be based upon the Companys Total Stockholder Return (as defined in Section 5 below) as compared to the Total Stockholder Return of the Peer Companies (as defined in Section 6 below) over the Performance Period, as follows: