SC 13E3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934

SWIFT TRANSPORTATION CO., INC.

(Name of the Issuer)

SWIFT TRANSPORTATION CO., INC.

SAINT CORPORATION

SAINT ACQUISITION CORPORATION

JERRY MOYES

VICKIE MOYES

THE JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87

THE MOYES CHILDREN’S LIMITED PARTNERSHIP

SME INDUSTRIES, INC.

VJM INVESTMENTS, L.L.C.

(Names of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

870756103

(CUSIP Number of Class of Securities)

Swift Transportation Co., Inc.	Saint Corporation	The Moyes Children’s Limited
2200 South 75th Avenue	Saint Acquisition Corporation	Partnership
Phoenix, Arizona 85043	Jerry Moyes	2710 E. Old Tower Road
Attn: Robert Cunningham	Vicki Moyes	Phoenix, Arizona 85034
(623) 907-7503	The Jerry and Vickie Moyes Family	Attn: Michael Moyes
	Trust Dated 12/11/87	(602) 273-3770
	SME Industries, Inc.
	VJM Investments, L.L.C.
	2710 E. Old Tower Road
	Phoenix, Arizona 85034
	Attn: Jerry Moyes
	(602) 273-3770

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to

Sullivan & Cromwell LLP	Skadden, Arps, Slate, Meagher & Flom LLP	Squire, Sanders & Dempsey L.L.P.
125 Broad Street	Four Times Square	40 N. Central Ave.
New York, New York 10004	New York, New York 10036-6522	Phoenix, Arizona 85004
Attn: Stephen M. Kotran, Esq.	Attn: Stephen F. Arcano, Esq.	Attn: Christopher D. Johnson, Esq.
Attn: Brian E. Hamilton, Esq.	Attn: Richard J. Grossman, Esq.	(602) 528-4000
(212) 558-4000	(212) 735-3000
Snell & Wilmer	Scudder Law Firm P.C., L.L.O.
One Arizona Center	411 South 13th Street, 2nd Floor
Phoenix, Arizona 85004-2202	Lincoln, Nebraska 68508
Attn: Steven D. Pidgeon, Esq.	Attn: Earl Scudder, Esq.
Attn: John Dorris, Esq.	Attn: Mark Scudder, Esq.
(602) 382-6000	(402) 435-3223

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction valuation* $2,411,833,066 Amount of filing fee $ $258,066

*

Set forth the amount on which the filing fee is calculated and state how it was determined.

*

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: the filing fee of $258,066 was determined based upon the sum of (a) the product of 75,224,991 outstanding shares of Common Stock and restricted stock units and the merger consideration of $31.55 per share (equal to $2,373,348,466) and (b) the product of 3,634,051 options to purchase shares of Common Stock with an exercise price of less than $31.55 and $10.59 (which is the difference between $31.55 and the weighted average exercise price per share (equal to $38,484,600)). In accordance with Exchange Act Rule 0-11(c), the filing fee was determined by multiplying 0.000107 by the aggregate merger consideration, calculated pursuant to the foregoing sentence, of $2,411,833,066.

þ  Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$258,066	Filing Party:	Swift Transportation Co., Inc.
Form or Registration No.:	Schedule 14A	Date Filed:	February 14, 2007

TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Purposes, Alternatives, Reasons and Effects
	Item 8. Fairness of the Transaction
	Item 9. Reports, Opinions, Appraisals and Certain Negotiations
	Item 10. Source and Amounts of Funds or Other Consideration
	Item 11. Interest in Securities of the Subject Company
	Item 12. The Solicitation or Recommendation
	Item 13. Financial Information
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used
	Item 15. Additional Information
	Item 16. Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.(b)(1)
EXHIBIT 99.(c)(2)
EXHIBIT 99.(c)(3)
EXHIBIT 99.(c)(4)
EXHIBIT 99.(c)(5)

Introduction

     This Rule 13e-3 Transaction Statement (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Swift Transportation Co., Inc., a Nevada corporation (the “Company”), Saint Corporation, a Nevada corporation (“Parent”), Saint Acquisition Corporation, a Nevada corporation (“MergerCo”), Jerry Moyes, Vickie Moyes, The Jerry and Vickie Moyes Family Trust Dated 12/11/87, The Moyes Children’s Limited Partnership, SME Industries, Inc. and VJM Investments, L.L.C. (collectively, the “Filing Persons”).

     This Transaction Statement relates to the Agreement and Plan of Merger, dated as of January 19, 2007 (the “Merger Agreement”), by and among the Company, Parent and MergerCo. If the merger agreement is approved by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, MergerCo will be merged with and into the Company, the separate corporate existence of MergerCo will cease and the Company will continue its corporate existence under Nevada law as the surviving corporation in the merger, and the separate corporate existence of the Company with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the merger. Upon consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger, other than shares owned by the Company (as treasury stock or otherwise), Parent, MergerCo or any of their direct or indirect wholly owned subsidiaries (other than shares held on behalf of third parties), will be converted into the right to receive $31.55 in cash, without interest and less any applicable withholding taxes.

     Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from stockholders of the Company in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.

     Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined herein have the meanings assigned to them in the Proxy Statement.

     All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person, and no other Filing Person, including the Company, takes responsibility for the accuracy of such information as it relates to any other Filing Person.

     The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person that any Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3.

Item 1. Summary Term Sheet

     The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

     “Summary Term Sheet”

Item 2. Subject Company Information

     (a) Name and address. The Company’s name and the address and telephone number of its principal executive offices are as follows:

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Swift Transportation Co., Inc.
2200 South 75^th Avenue
Phoenix, Arizona 85043
(602) 269-9700

     (b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Special Meeting—Record Date and Quorum”
“Important Information Concerning Swift—Market Price of the Company’s Common Stock”

     (c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Concerning Swift—Market Price of the Company’s Common Stock”

     (d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors— Financing of the Merger”
“Important Information Concerning Swift—Historical Selected Financial Data”

     (e) Prior public offerings. None.

     (f) Prior stock purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Concerning Swift—Transactions in Common Stock”

Item 3. Identity and Background of Filing Person

     (a) Name and address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Parties to the Merger”
“Information Regarding Parent, MergerCo and the Moyes Investors”

     (b) Business and background of entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Parties to the Merger”
“Important Information Concerning Swift”
“Information Regarding Parent, MergerCo and the Moyes Investors”

     (c) Business and background of natural persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Parties to the Merger”
“Important Information Concerning Swift—Directors and Executive Officers of Swift”
“Information Regarding Parent, MergerCo and the Moyes Investors”

Item 4. Terms of the Transaction

     (a) Material terms.

2

(1) Not applicable.

(2) (i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”

(2)(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors—Certain Effects of the Merger”
“The Merger Agreement—Treatment of Stock and Options”

(2)(iii) The information set forth in the Proxy Statement in the Proxy Statement under the following captions is incorporated herein by reference

“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Position of Parent, MergerCo and the Moyes Investors as to Fairness”
“Special Factors—Purposes, Reasons and Plans for Swift After the Merger”

(2)(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“The Special Meeting—Required Vote”
“The Merger Agreement—Conditions to the Merger”

(2)(v) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

(2)(vi) Not applicable.

(2)(vii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Material United States Federal Income Tax Consequences”

     (c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

3

     (d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Merger Agreement—No Appraisal Rights”

     (e) Provisions for unaffiliated security holders. None.

     (f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

     (a)(1)-(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”
“Special Factors—Opinion of Goldman, Sachs & Co.”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement”
“Voting Agreement”
“Guarantee”

     (b)-(c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Position of Parent, MergerCo and the Moyes Investors as to Fairness”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement”
“Voting Agreement”
“Guarantee”

     (e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Financing of the Merger”
“Voting Agreement”
“Guarantee”

Item 6. Purposes of the Transaction and Plans or Proposals

     (b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”
“Special Factors—Certain Effects of the Merger”
“The Merger Agreement—Treatment of Stock and Options”

4

     (c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Position of Parent, MergerCo and the Moyes Investors as to Fairness”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors— Financing of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement—Effective Time; Structure; Effects”

Item 7. Purposes, Alternatives, Reasons and Effects

     (a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”

     (b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”

     (c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Opinion of Goldman, Sachs & Co.”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”
“Special Factors—Certain Effects of the Merger”

     (d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”

5

“Special Factors—Purposes, Reasons and Plans for Swift After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors— Financing of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Material United States Federal Income Tax Consequences”

Item 8. Fairness of the Transaction

     (a)–(b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Opinion of Goldman, Sachs & Co.”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Position of Parent, MergerCo and the Moyes Investors as to Fairness”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”
Annex B—Opinion of Goldman, Sachs & Co.

The presentations dated January 19, 2007, November 26, 2006, November 21, 2006 and November 13, 2006, each prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc., are attached hereto as Exhibits (c)(2) – (c)(5) and are incorporated by reference herein.

     (c) Approval of security holders. The transaction is not structured so that approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“The Special Meeting—Record Date and Quorum”
“The Special Meeting—Required Vote”
“The Merger Agreement—Conditions to the Merger”

     (d) Unaffiliated representative An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”

     (e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”

     (f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

6

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

     (a) – (c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Opinion of Goldman, Sachs & Co.”
Annex B—Opinion of Goldman, Sachs & Co.

The presentations dated January 19, 2007, November 26, 2006, November 21, 2006 and November 13, 2006, each prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc., are attached hereto as Exhibits (c)(2) – (c)(5) and are incorporated by reference herein.

Item 10. Source and Amounts of Funds or Other Consideration

     (a) - (d) Source of funds; Conditions; Expenses; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Special Meeting—Required Vote”
“Special Factors—Financing of the Merger”
“The Merger Agreement—Parent Financing Commitments and Company Cooperation”
“The Merger Agreement—Fees and Expenses”
“The Merger Agreement—Conditions to the Merger”
Annex A—Agreement and Plan of Merger

Item 11. Interest in Securities of the Subject Company

     (a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Special Meeting—Required Vote”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information Concerning Swift—Security Ownership of Certain Beneficial Owners and
Management”
“Information Regarding Parent, MergerCo and the Moyes Investors”

     (b) Securities transactions. Other than with regard to the voting agreement, dated as of January 19, 2007, between the Company and Jerry Moyes, Vickie Moyes, The Jerry and Vickie Moyes Family Trust Dated 12/11/87, SME Industries, Inc., VJM Investments, L.L.C. and the Moyes Children’s Limited Partnership, which is attached to the Proxy Statement as Annex C and incorporated herein by reference, and the Rollover Equity Commitment Letter, dated January 19, 2007, from Jerry Moyes, Vickie Moyes, the Moyes Children’s Limited Partnership and The Jerry and Vickie Moyes Family Trust Dated 12/11/87 to Saint Corporation, no transaction in the subject securities has taken place in the past 60 days. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Financing of the Merger”
“Voting Agreement”

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Item 12. The Solicitation or Recommendation

     (d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“The Special Meeting—Required Vote”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Voting Agreement”

     (e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors—Purposes and Reasons for the Merger of Parent, MergerCo and the Moyes Investors”
“Special Factors—Purposes, Reasons and Plans for Swift after the Merger”

Item 13. Financial Information

     (a) Financial information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Concerning Swift—Historical Selected Financial Data”
“Important Information Concerning Swift—Ratio of Earnings to Fixed Charges”
“Important Information Concerning Swift—Book Value Per Share”
“Where You Can Find Additional Information”

The audited financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and the unaudited financial statements set forth in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2006, June 30, 2006 and March 31, 2006 are incorporated herein by reference.

     (b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

     (a) Solicitations or recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”
“The Special Meeting—Solicitation of Proxies”

     (b) Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Item 15. Additional Information

     (b) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

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Item 16. Exhibits

     (a)(1) Preliminary Proxy Statement of Swift Transportation Co., Inc. (incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on February 14, 2007).

     (a)(2) Form of Proxy Card (incorporated herein by reference to Appendix I of the Proxy Statement).

     (a)(3) Letter to Stockholders (incorporated herein by reference to the Proxy Statement).

     (a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).

     (b)(1) Amended and Restated Debt Commitment Letter, dated as of February 8, 2007, from Morgan Stanley Senior Funding, Inc.

     (c)(1) Opinion of Goldman, Sachs & Co., dated January 19, 2007 (incorporated herein by reference to Annex B of the Proxy Statement)

     (c)(2) Presentation, dated January 19, 2007, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors and the Board of Directors of Swift Transportation Co., Inc.

     (c)(3) Presentation, dated November 26, 2006, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc.

     (c)(4) Presentation, dated November 21, 2006, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc.

     (c)(5) Presentation, dated November 13, 2006, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc.

     (d)(1) Agreement and Plan of Merger, dated January 19, 2007, among Swift Transportation Co., Inc., Saint Corporation and Saint Acquisition Corporation (incorporated herein by reference to Annex A of the Proxy Statement).

     (d)(2) Voting Agreement, dated January 19, 2007, by and among Swift Transportation Co., Inc. and the stockholders named therein (incorporated herein by reference to Annex C of the Proxy Statement).

     (d)(3) Guarantee, dated January 19, 2007, entered into by Jerry Moyes, Vickie Moyes and The Jerry and Vickie Moyes Family Trust Dated 12/11/87, in favor of Swift Transportation Co., Inc. (incorporated herein by reference to Annex D of the Proxy Statement).

     (d)(4) Rollover Equity Commitment Letter, dated as of January 19, 2007, from Jerry Moyes, Vickie Moyes, Moyes Children’s Limited Partnership and The Jerry and Vickie Moyes Family Trust Dated 12/11/87 to Saint Corporation (incorporated herein by reference to Exhibit 2 of Amendment No. 4 to Schedule 13D filed by Mr. Moyes with the Securities and Exchange Commission on January 24, 2007).

     (d)(5) Amendment, dated as of January 19, 2007, to the Stockholder Protection Rights Agreement by and between Swift Transportation Co., Inc. and Mellon Investor Services, LLC (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Swift Transportation Co., Inc. with the Securities and Exchange Commission on January 22, 2007).

     (f) None.

     (g) None.

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SIGNATURE

     After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of February 14, 2007

SWIFT TRANSPORTATION CO., INC.
By:	/s/ Glynis Bryan
	Name:	Glynis Bryan
	Title:	Executive Vice President and Chief Financial Officer
SAINT CORPORATION
By:	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	Chief Executive Officer and President
SAINT ACQUISITION CORPORATION
By:	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President
JERRY MOYES
By:	/s/ Jerry Moyes
VICKIE MOYES
By:	/s/ Vickie Moyes
THE JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87
By:	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	Co-Trustee
By:	/s/ Vickie Moyes
	Name:	Vickie Moyes
	Title:	Co-Trustee

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THE MOYES CHILDREN’S LIMITED PARTNERSHIP
By:	/s/  Michael Moyes
	Name:	Michael Moyes
	Title:	General Partner
SME INDUSTRIES, INC.
By:	/s/  Jerry Moyes
	Name:	Jerry Moyes
	Title:	Chairman
VJM INVESTMENTS, L.L.C.
By:	/s/  Jerry Moyes
	Name:	Jerry Moyes
	Title:	Member

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INDEX TO EXHIBITS

     (a)(1) Preliminary Proxy Statement of Swift Transportation Co., Inc. (incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on February 14, 2007).

     (a)(2) Form of Proxy Card (incorporated herein by reference to Appendix I of the Proxy Statement).

     (a)(3) Letter to Stockholders (incorporated herein by reference to the Proxy Statement).

     (a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).

     (b)(1) Amended and Restated Debt Commitment Letter, dated as of February 8, 2007, from Morgan Stanley Senior Funding, Inc.

     (c)(1) Opinion of Goldman, Sachs & Co., dated January 19, 2007 (incorporated herein by reference to Annex B of the Proxy Statement).

     (c)(2) Presentation, dated January 19, 2007, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors and the Board of Directors of Swift Transportation Co., Inc.

     (c)(3) Presentation, dated November 26, 2006, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc.

     (c)(4) Presentation, dated November 21, 2006, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc.

     (c)(5) Presentation, dated November 13, 2006, prepared by Goldman, Sachs & Co. for the Special Committee of the Board of Directors of Swift Transportation Co., Inc.

     (d)(1) Agreement and Plan of Merger, dated January 19, 2007, among Swift Transportation Co., Inc., Saint Corporation and Saint Acquisition Corporation (incorporated herein by reference to Annex A of the Proxy Statement).

     (d)(2) Voting Agreement, dated January 19, 2007, by and among Swift Transportation Co., Inc. and the stockholders named therein (incorporated herein by reference to Annex C of the Proxy Statement).

     (d)(3) Guarantee, dated January 19, 2007, entered into by Jerry Moyes, Vickie Moyes and The Jerry and Vickie Moyes Family Trust Dated 12/11/87, in favor of Swift Transportation Co., Inc. (incorporated herein by reference to Annex D of the Proxy Statement).

     (d)(4) Rollover Equity Commitment Letter, dated as of January 19, 2007, from Jerry Moyes, Vickie Moyes, Moyes Children’s Limited Partnership and The Jerry and Vickie Moyes Family Trust Dated 12/11/87 to Saint Corporation (incorporated herein by reference to Exhibit 2 of Amendment No. 4 to Schedule 13D filed by Mr. Moyes with the Securities and Exchange Commission on January 24, 2007).

     (d)(5) Amendment, dated as of January 19, 2007, to the Stockholder Protection Rights Agreement by and between Swift Transportation Co., Inc. and Mellon Investor Services, LLC (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Swift Transportation Co., Inc. with the Securities and Exchange Commission on January 22, 2007).

     (f) None.

     (g) None.

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EX-99.(B)(1)

Exhibit (b)(1)

Morgan Stanley Senior Funding, Inc.	Wachovia Bank National Association	JP Morgan Chase Bank, N.A.
1585 Broadway	- and –	- and
New York, New York 10036	Wachovia Capital Markets, LLC	J.P. Morgan Securities Inc.
	One Wachovia Center	270 Park Avenue
	301 South College Street	New York, NY 10017
	Charlotte, NC 28288-0737

CONFIDENTIAL

February 8, 2007

Mr. Jerry Moyes
- - and –
Saint Corporation
c/o Swift Aviation
2710 E. Old Tower Road
Phoenix, Arizona 85034
Attention: Mr. Jerry Moyes

Project Bluetooth

Amended and Restated First Lien and Second Lien Facilities Commitment Letter

Dear Sirs:

     Reference is made to the Commitment Letter, dated January 19, 2007 (the “Original Commitment Letter”), among each of you and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) relating to the proposed acquisition (the “Acquisition”) of all issued and outstanding capital stock of Swift Transportation Co., Inc., a Nevada corporation (the “Company”), other than any such capital stock owned by the Purchasers (defined below). Except as otherwise expressly provided herein, the Original Commitment Letter is hereby amended and restated in its entirety to read as set forth herein.

     You have advised us that Saint Corporation (“Holdings” and, together with Mr. Moyes, “you”), a corporation controlled by Mr. Moyes, intends to consummate the Acquisition by way of a merger transaction between Saint Acquisition Corporation, a wholly-owned subsidiary of Holdings, and the Company (the “Merger”), with the Company being the surviving corporation of the Merger. The Acquisition, including the Merger, will be accomplished in a manner (and on a basis) consistent with the terms of the Agreement and Plan of Merger, dated January 19, 2007 (the “Merger Agreement”), among the Company, Holdings and Saint Acquisition Corporation.

     The Acquisition, the Merger and all related transactions, including, without limitation, the credit extensions to be made under the Facilities (as defined below), the equity contributions pursuant to the Equity Contribution (as defined below), the Shareholder Loan (as defined below), the refinancing of certain indebtedness of the Company and its subsidiaries and the payment of related fees, costs and expenses are herein collectively referred to as the “Transaction”.

     In connection with the Transaction, you have requested that Morgan Stanley, Wachovia Bank, N.A. (“Wachovia Bank”) and JP Morgan Chase Bank, N.A. (“JPMorgan Chase Bank” and, together

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with Morgan Stanley and Wachovia Bank, the “Initial Lenders”) (i) provide you, collectively, with their financing commitments for the full amount of the Facilities described in this Commitment Letter (as defined below) and (ii) use commercially reasonable efforts to arrange a syndicate of Lenders (as defined below) for the Facilities.

     For purposes of consummating the Transaction, and also for purposes of providing post-Acquisition financing for the ongoing working capital and general corporate needs of the Borrower (defined below) and its subsidiaries, you have informed us that the following financing will be required:

     (a) A senior secured first lien loan facility in an aggregate amount of $2,140,000,000 to be provided by the Initial Lenders and certain other financial institutions reasonably acceptable to you (the “First Lien Lenders”), which facility shall consist of (i) a $1,690,000,000 term b loan facility (the “Term Loan Facility”) and (ii) a $450,000,000 revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan Facility, the “First Lien Facilities”) having substantially the terms set forth on Exhibit A hereto (such Exhibit, together with Exhibits B and C referred to below, being the “Term Sheets” and, together with this letter, this “Commitment Letter”).

     (b) A senior secured second lien loan facility in an aggregate amount of $835,000,000 (the “Second Lien Facility”, together with the First Lien Facilities, the “Facilities”) to be provided by the Initial Lenders and certain other financial institutions reasonably acceptable to you (the “Second Lien Lenders”, together with the First Lien Lenders, the “Lenders”), having substantially the terms set forth on Exhibit B hereto.

     (c) An equity contribution (the “Equity Contribution”) to be provided by Mr. Moyes and certain other investors previously identified to the Lead Arrangers (as defined below) (the “Purchasers”), which contribution will be in the form of (i) a “rollover” contribution of 100% of the common stock of the Company held directly or beneficially by the Purchasers (the “Rollover Equity Investment”, with those Purchasers participating in the Rollover Equity Investment being herein referred to as the “Rollover Purchasers”), and (ii) a contribution (the “IEL Equity Contribution”) of 100% of the issued and outstanding capital stock of Interstate Equipment Leasing, Inc. (“IEL”).

     All Facilities will be made available to the Borrower. At all times at and prior to the Merger, the “Borrower” will be Saint Acquisition Corporation and, at all times from and after giving effect to the Merger (pursuant to a mutually satisfactory assignment and assumption agreement in respect of the Facilities (including in respect of the Shareholder Loan (defined below)) and the Loan Documentation (defined below)), the “Borrower” will be Swift Transportation Co., Inc., an Arizona corporation and a wholly-owned subsidiary of the Company (also sometimes referred to herein as “Swift Arizona”) and at the reasonable discretion of the Lead Arrangers, one or more Opco Subs (as defined in the Term Sheets).

     Loans under the Term Loan Facility and the Second Lien Facility will be made available to the Borrower in a single borrowing (under each such facility) on the date the Merger is effected (the “Closing Date”).

     Borrowings under the Term Loan Facility and the Second Lien Facility, together with cash proceeds, if any, received pursuant to the Equity Contribution, must be sufficient to consummate the Transaction, and such proceeds shall be used for that purpose; provided, that up to an aggregate amount of $560,000,000 of the proceeds borrowed under the Term Loan Facility and/or the Second Lien Facility may be used by the Borrower for purposes of making a loan (the “Shareholder Loan”) to the Rollover Purchasers, the proceeds of which will be used by the Rollover Purchasers to refinance certain debt of the

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Rollover Purchasers secured by the common stock of the Company that will be contributed pursuant to the Rollover Equity Investment. The Facilities and the Shareholder Loan will be secured by all capital stock of Holdings held by the Rollover Purchasers and will be recourse to such capital stock and Jerry Moyes, but otherwise shall not be recourse to the other Rollover Purchasers. Credit extensions under the Revolving Credit Facility shall not be available to finance the Transaction except, (i) letters of credit may be issued to backstop or replace outstanding letters of credit as may be required on the Closing Date as a result of the Acquisition and other transactions contemplated hereby and (ii) loans may be available to the extent agreed by the Lead Arrangers to fund fees and expenses on the Closing Date; provided that the Lead Arrangers shall permit availability under the Revolving Credit Facility to the extent funds are necessary to pay additional fees (or cover shortfalls resulting from loans made subject to “original issue discount”), in each case resulting from the exercise by the Lead Arrangers of “market flex” rights, if any, set forth in the fee letter, dated the date hereof, and delivered in connection herewith (the “Fee Letter”).

     Morgan Stanley hereby commits on a several (and not joint or joint and several) basis to make, or to cause one or more of its affiliates to make, available to the Borrower 60% of the Facilities on a pro rata basis across all Facilities, Wachovia Bank hereby commits on a several (and not joint or joint and several) basis to make, or cause one or more of its affiliates to make, available to the Borrower 20% of the Facilities on a pro rata basis across all Facilities, and JPMorgan Chase Bank hereby commits on a several (and not joint or joint and several) basis to make, or cause one or more of its affiliates to make, available to the Borrower 20% of the Facilities on a pro rata basis across all Facilities, in each case upon the terms and conditions set forth herein and in the Term Sheets; provided that the availability of the Facilities on the Closing Date shall only be subject to satisfaction of those conditions set forth in Exhibit C hereto. You agree that Morgan Stanley, Wachovia Capital Markets, LLC (“Wachovia Securities”) and J.P. Morgan Securities Inc. (“JP Morgan Securities”) will act as exclusive joint lead arrangers and exclusive joint bookrunners in respect of each Facility (in such capacities, the “Lead Arrangers”; the Lead Arrangers, together with the Initial Lenders, being referred to herein as the “Commitment Parties”, “us”, “we” or “our”, as applicable). Morgan Stanley, Wachovia Securities and JP Morgan Securities will also act as co-syndication agents, and Morgan Stanley will act as exclusive documentation agent and administrative agent for each Facility (subject to reassignment of those roles as set forth below). It is understood that the Lead Arrangers shall be permitted, in consultation with you, to designate one or more Lenders as agents or co-agents (including documentation agent or syndication agent), as the case may be, with respect to any Facility in their sole discretion after consultation with you, but no other agents, co-agents or arrangers will be appointed, no other titles may be given, and no other compensation (other than as expressly set forth in the Term Sheets or as otherwise separately and expressly agreed between the parties hereto) will be paid without the prior written consent of the Lead Arrangers. Fees payable to any Lenders participating in any of the Facilities through any syndication by the Lead Arrangers (as provided herein) shall be payable solely from amounts to be separately negotiated between the parties hereto in the Fee Letter (defined below). It is further understood and agreed that Morgan Stanley will have “left” placement in all marketing materials and other documentation used in connection with the Facilities, and Wachovia Securities and Wachovia Bank will have placement immediately to the “right” of Morgan Stanley and immediately to the “left” of JPMorgan Chase Bank and JP Morgan Securities in all such marketing materials and other documentation used in connection with the Facilities. Each of the Lead Arrangers will receive “league table” or similar credit in their respective Lead Arranger capacities, except that (i) only Morgan Stanley and Wachovia Securities will be entitled to such credit in respect of any such “league table” (or equivalent) which permits no more than two Lead Arrangers to receive “league table” credit (or equivalent) for such roles, and (ii) only Morgan Stanley will be entitled to such credit in respect of any such “league table” (or equivalent) which permits no more than a single Lead Arranger to receive “league table” credit (or equivalent) for such role.

     The Initial Lenders reserve the right, prior to or after execution of the definitive Loan Documentation (defined below) for the Facilities, to syndicate all or part of their respective commitments

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for the Facilities to one or more lending institutions, each consented to by you (such consent not to be unreasonably withheld, delayed or conditioned), that will become parties to such Loan Documentation; provided, however, that, subject to the condition that any institutions participating in the syndication will be subject to your consent (such consent not to be unreasonably withheld, delayed or conditioned), Morgan Stanley will manage all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. Until the general syndication of the Facilities has been completed, no Initial Lender may syndicate or assign all or any portion of its commitments with respect of the Facilities except pursuant to the syndication managed by Morgan Stanley. Without limiting the foregoing, commitments received from other Lenders during the syndication process will reduce the commitments of the Initial Lenders on a pro rata basis, except that no portion of the respective Revolving Credit Facility commitments of either Wachovia Bank or JP Morgan Chase Bank shall be syndicated or assigned pursuant to the syndication process until Morgan Stanley’s Revolving Credit Facility commitment has been syndicated and reduced to $90,000,000, after which time all Revolving Credit Facility commitments of the Initial Lenders shall be syndicated and reduced on a pro rata basis. The commitments of each Initial Lender hereunder shall be reduced if and only to the extent that (i) commitments are received from other lending institutions consented to by you (such consent not to be unreasonably withheld, delayed or conditioned), and (ii) such commitments are in fact funded by such other lending institutions on the Closing Date. In the event all or part of the Facilities are syndicated, commercially reasonable efforts will be used to arrange a syndicate of other financial institutions identified by Morgan Stanley and the other Lead Arrangers and consented to by you (such consent not to be unreasonably withheld, delayed or conditioned) that will participate in the Facilities, and you agree actively to assist Morgan Stanley in achieving a syndication that is satisfactory to it and the other Lead Arrangers; provided, however, that achieving such syndication shall not be a condition to the funding of any of the Facilities or to any obligation or commitment of any Initial Lender hereunder. Such syndication may be accomplished by a variety of means, including direct contact during the syndication process among (i) you, (ii) representatives, senior management and advisors of Holdings, Swift Arizona, IEL and the Company and (iii) the proposed syndicate members. To assist Morgan Stanley in its syndication efforts, you hereby agree (x) to provide and cause your advisors and Holdings’ advisors to provide Morgan Stanley, the other Lead Arrangers and the other syndicate members upon request with all information reasonably deemed necessary by Morgan Stanley to complete the syndication of the Facilities, including but not limited to information and evaluations prepared by you and your advisors or on your behalf relating to the Transactions and the business of Holdings, the Company, Swift Arizona, IEL and their respective subsidiaries, (y) to assist Morgan Stanley upon request in the preparation of an Information Memorandum to be used in connection with the syndication of the Facilities, and (z) at reasonable times and with reasonable notice, to make yourself available, as well as senior officers and representatives of Holdings, IEL, Swift Arizona and the Company, in each case from time to time, and to attend and make presentations regarding the business and prospects of Holdings, the Company, Swift Arizona and IEL at a meeting or meetings of prospective lenders. You also agree to use commercially reasonable efforts to ensure that any syndication efforts contemplated hereunder benefit materially from the lending relationships of the Company and its subsidiaries.

     At least 35 days prior to the Closing Date and at least five business days prior to our commencement of the syndication of the Facilities, you will meet with us, Standard & Poor’s Rating Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and make prepared presentations to S&P and Moody’s for the purpose of obtaining ratings on the Facilities, which ratings will give pro forma effect to the Acquisition and the financing contemplated hereby, and you will use commercially reasonable efforts to obtain such ratings at least 20 days prior to the Closing Date. You will also afford the Lead Arrangers a period of at least 20 consecutive days following the launch of the general syndication of the Facilities to syndicate the Facilities. In addition, you agree that no financing for the

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Borrower, the Company, Swift Arizona, IEL or any of their respective subsidiaries or affiliates (other than the Facilities) shall be syndicated, privately placed or publicly offered to the extent that we reasonably determine that such financing is reasonably likely to have an adverse effect on the syndication of the Facilities; provided, however, that the foregoing shall not prohibit the Company or any of its subsidiaries from engaging in ordinary course equipment financing and leasing.

     You hereby represent and warrant that (i) to the best of your knowledge all written information, other than Projections (as defined below), which has been or is hereafter made available to any Commitment Party or any of its affiliates or representatives or to any Lender or any potential lender by or on your behalf or by or on behalf of Holdings, the Purchasers, IEL, the Company, Swift Arizona or any of your or their respective representatives, advisors or affiliates in connection with the Transaction (the “Information”) has been reviewed and analyzed by you, in connection with the performance of the due diligence conducted by you or on your behalf and is, or in the case of Information made available after the date hereof, will be, when taken as a whole, complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact known to you and necessary to make the statements contained therein, in light of the circumstances under which such statements were or are made, not materially misleading, and (ii) all written financial projections concerning the Company or IEL and their respective subsidiaries that have been or will be prepared by you or Holdings or on your behalf or Holdings’ behalf or by any of your respective representatives and that have been or are hereafter made available to the Lenders by you or Holdings or on your behalf or Holdings’ behalf or by your respective representatives, advisors or affiliates in connection with the Transaction (the “Projections”) have been or, in the case of Projections made available after the date hereof, will be prepared in good faith based upon reasonable assumptions, it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that any particular projections may be realized. In issuing the commitments hereunder, the Commitment Parties are relying on the accuracy of the Information and Projections without independent verification thereof. The representations and covenants contained in this paragraph shall remain effective until definitive documentation with respect to (A) the First Lien Facilities (the “First Lien Loan Documentation”) and (B) the Second Lien Facility (the “Second Lien Loan Documentation” and, together with the First Lien Loan Documentation, the “Loan Documentation”) are executed and delivered and, thereafter, the disclosure representations contained herein shall be terminated and of no further force and effect. If you become aware that the representations contained in this paragraph are incorrect or become incorrect in any material respect, or otherwise at the reasonable request of the Lead Arrangers, you agree to supplement the Information and the Projections from time to time so that the representations contained in this paragraph are updated so as to be true and correct in all material respects. You agree to continue to provide, make available or cause to be provided or made available to the Lenders all of the information received by you or on your behalf or of which you become aware that is related to or that affects in any material respect the Borrower, the Company, IEL or any of their respective subsidiaries or any aspect of the Transaction.

     To induce the Commitment Parties to issue this Commitment Letter, you hereby agree that all out-of-pocket fees, costs and expenses (including reasonable fees and expenses of one counsel (in addition to one local counsel in each relevant jurisdiction) and those consultants which have been retained in consultation with you) of the Commitment Parties and their respective affiliates arising in connection with this Commitment Letter (and their respective due diligence and syndication efforts in connection herewith) and in connection with the Facilities and the other transactions described herein shall be for your account, whether or not the Acquisition is consummated, the Facilities are made available or definitive documents are executed. In addition, you hereby agree to pay (or cause the Borrower to pay), without duplication, when and as due any other fees which you have otherwise expressly agreed to pay in connection herewith. You further agree to indemnify and hold harmless each of the Lenders (including, in any event, each Commitment Party) and each director, officer, employee, agent and affiliate thereof,

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and each other person controlling any of the foregoing within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from this Commitment Letter or any other agreement related to the Transaction between the parties hereto, the Transaction or the extension or syndication of the Facilities contemplated by this Commitment Letter, or in any way arising from any use or intended use of this Commitment Letter or any other agreement related to the Transaction between the parties hereto, or the proceeds of the Facilities contemplated by this Commitment Letter, and you agree to reimburse each Indemnified Person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Commitment Party or any such other Indemnified Person is a party to any action or proceeding out of which any such expenses arise) (collectively, an “Action”); provided, however, that you shall not have any obligation to indemnify any Indemnified Person against any loss, claim, damage, expense or liability to the extent arising solely out of the gross negligence, bad faith or willful misconduct of such Indemnified Person.

     Neither you nor the Borrower will, without the prior written consent of the Lead Arrangers, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a full and unconditional release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding.

     All your reimbursement and indemnification obligations set forth herein, including the provisions of the immediately preceding three paragraphs, shall survive any termination of this Commitment Letter.

     Each Commitment Party reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to such Commitment Party in such manner as such Commitment Party and such affiliates may agree in their sole discretion. You acknowledge that each Commitment Party may share with any of its affiliates, and such affiliates may share with such Commitment Party, any information related to the Transaction, you, the Purchasers, the Borrower, the Company, IEL any of their respective subsidiaries, businesses, assets or liabilities, or any of the matters contemplated hereby in connection with the Transaction.

     You understand and acknowledge that any Commitment Party or any of its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies that may have interests which conflict with yours regarding the Acquisition and otherwise. Neither any Commitment Party nor its affiliates shall use confidential information obtained from you, Holdings, the Company, Swift Arizona or IEL (or on your behalf or on behalf of Holdings, the Company, Swift Arizona or IEL) in connection with the performance by such Commitment Party or its affiliates of services for other persons or companies or for any purpose unrelated to the financing of the Transaction, and neither any Commitment Party nor its affiliates will furnish any such confidential information to other persons or companies. You acknowledge that no Commitment Party nor any of its affiliates have any obligation to use, in connection with the Acquisition or otherwise, or to furnish to you, confidential information obtained from other persons or companies. It is further agreed that so long as the commitments of the Commitment Parties hereunder are outstanding, no Commitment Party, nor any of its affiliates will act as financial advisor to any third party in connection with such third

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party’s acquisition of the Company, Swift Arizona or any substantial portion of the assets of the Company or Swift Arizona.

     You further acknowledge and agree that (i) no fiduciary, advisory or agency relationship between you and any Commitment Party has been created solely as a result of this Commitment Letter or any other agreement relating to the Transaction between the parties hereto in respect of any of the transactions contemplated herein, irrespective of whether we and/or any of our respective affiliates have advised or are advising you on other matters, (ii) each Commitment Party, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of any Commitment Party, (iii) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (iv) you have been advised that each Commitment Party and its respective affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that no Commitment Party has any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (v) you waive, to the fullest extent permitted by law, any claims you may have against any Commitment Party for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Commitment Party shall have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors. Notwithstanding the foregoing, no provision set forth in this Commitment Letter or the other Commitment Documents (as defined below) shall in any way limit or modify the respective rights and obligations of you and Morgan Stanley Co. Incorporated arising under that certain engagement letter concerning Project Bluetooth dated June 8, 2006 (the “Investment Banking Letter”).

     You acknowledge that affiliates of each Commitment Party engage in securities trading and brokerage activities and provide investment banking and other financial services. In the ordinary course of business, such affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, the Company, IEL and other companies with which the Borrower, the Company or IEL, as the case may be, may have commercial or other relationships. With respect to any securities and/or financial instruments so held by such affiliates or customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

     This Commitment Letter and the Term Sheets (collectively referred to as the “Commitment Documents”) are delivered to you with the understanding that no Commitment Document, nor the substance hereof or thereof, shall be disclosed to any third party (including, without limitation, other lenders, arrangers, underwriters, placement agents, or advisors or any similar persons), without our prior written consent, except (i) to your officers, employees, agents, representatives and legal and financial advisors who are directly involved in the consideration of the Acquisition (and then only on a confidential and need to know basis), (ii) as required by law or any court or governmental agency (provided, that you agree to promptly inform us following any such permitted disclosure) and (iii) to officers, directors, advisors and other representatives of the Company for purposes of evaluating your offer with respect to the Acquisition.

     This Commitment Letter is delivered to you solely for your benefit and may not be relied upon by any other person or entity, and nothing in the Commitment Documents is intended to confer any rights upon, nor do the Commitment Documents create third-party beneficiary status in favor of, any other person or entity as to our commitments hereunder nor are the Commitment Documents assignable by you. You acknowledge that no fiduciary duty exists on our part owing to you or any other person or entity as a result of our delivery of the Commitment Documents and no other person shall have any other legal or

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equitable right, remedy or claim hereunder. This Commitment Letter may not be amended or modified, and no waiver will be effective, except by a writing duly executed by the parties hereto.

     We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each of us and each other Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow us or such Lender to identify the Borrower in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each of us and each Lender. In addition, it is a condition to our commitments hereunder that we receive, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

     The Commitment Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect hereto or thereto. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of any New York state or federal court (in each case) sitting in the County of New York over any suit, action or proceeding arising out of or relating to the Commitment Documents. Service of any process, summons, notice or document in any suit, action or proceeding may be made by registered mail addressed to you or us, as appropriate, and you waive any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject, by suit upon judgment. EACH COMMITMENT DOCUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH OF THE UNDERSIGNED PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR IN CONNECTION WITH, ANY COMMITMENT DOCUMENT, AND ANY OTHER COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE UNDERSIGNED PARTIES IN CONNECTION WITH ANY COMMITMENT DOCUMENT. IN NO EVENT SHALL ANY PARTY TO THIS COMMITMENT LETTER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES IN CONNECTION WITH THE TRANSACTION OR ANY FINANCING TRANSACTION, OR WITH OUR DELIVERY OF THE COMMITMENT DOCUMENTS.

     If the Commitment Documents are not accepted by you as provided in the immediately succeeding paragraph, you are to immediately return the Commitment Documents (and any copies thereof) to the undersigned. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us an executed duplicate of the Commitment Documents. Each Commitment Document may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of each Commitment Document by telecopier shall be effective as delivery of a manually executed counterpart of such Commitment Document.

     For the avoidance of doubt, Mr. Moyes and Saint Corporation each agree that all their respective obligations, agreements and undertakings hereunder (including all indemnity and reimbursement

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obligations), and all representations and warranties made by each of them hereunder, are made or undertaken, as the case may be, on a joint and several basis by each of Mr. Moyes and Saint Corporation, unless otherwise expressly provided herein.

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This commitment will expire at 5:00 p.m. New York City time on February 8, 2007 unless it and the Fee Letter are accepted by you prior to such time and, if accepted prior to such time, shall expire at the earliest of (i) execution and delivery of definitive Loan Documentation for the Facilities (except as otherwise expressly provided in such Loan Documentation) or the consummation of another transaction or series of transactions in which Holdings or any of its affiliates acquires, directly or indirectly, all or substantially all of the stock or assets of the Company (other than stock of the Company held by Jerry Moyes and his family and affiliates as of the date hereof), (ii) 5:00 p.m. New York City time on September 30, 2007 if the Closing Date shall not have occurred by such time and (iii) your decision not to proceed with the Acquisition.

Very truly yours, MORGAN STANLEY SENIOR FUNDING, INC.
By:
	Name:
	Title:
WACHOVIA BANK NATIONAL ASSOCIATION
By:
	Name:
	Title:
WACHOVIA CAPITAL MARKETS, LLC
By:
	Name:
	Title:
JP MORGAN CHASE BANK, N.A.
By:
	Name:
	Title:

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J.P. MORGAN SECURITIES INC.
By:
	Name:
	Title:

Agreed to and Accepted:

JERRY MOYES
 

By:  

SAINT CORPORATION
By:
	Name:
	Title:

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EXHIBIT A

SUMMARY OF CERTAIN TERMS AND CONDITIONS

FOR THE FIRST LIEN FACILITIES*

I. The Parties

Borrower:	Initially, Saint Acquisition Corporation, a wholly-owned subsidiary of Saint Corporation (“Holdings”), which will merge (the “Merger”) with Swift Transportation Co., Inc., a Nevada corporation (the “Company”), with the Company being the surviving corporation of the Merger. Immediately upon giving effect to the Merger, the Facilities (defined below) and all rights and obligations of the Company under the Loan Documentation (as defined in the Commitment Letter) relating to the Facilities (including any rights or obligations under the Shareholder Loans) shall be assigned to and assumed by Swift Transportation Co., Inc., an Arizona corporation and a wholly-owned subsidiary of the Company (“Swift Arizona”). Immediately upon giving effect to such assignment and assumption, Swift Arizona and, at the reasonable discretion of the Lead Arrangers, one or more Opco Subs (as defined below) shall thereafter at all times be the “Borrower”.
Joint Lead Arrangers and Joint Bookrunners:	Morgan Stanley, Wachovia Securities and JP Morgan Securities (the “Lead Arrangers”).
Co-Syndication Agents:	Morgan Stanley, Wachovia Securities and JP Morgan Securities.
Documentation Agent:	Morgan Stanley.
Administrative Agent:	Morgan Stanley.
Lenders:	Morgan Stanley, Wachovia Bank, JPMorgan Chase Bank and a syndicate of financial institutions and institutional lenders arranged by the Lead Arrangers in consultation with the Borrower (the “First Lien Lenders”).
Guarantors:	All obligations under the First Lien Facilities shall be unconditionally guaranteed by Holdings and each of its direct and indirect wholly-owned subsidiaries on a senior secured basis; provided, that non-U.S. subsidiaries shall only be required to deliver guarantees to the extent it would not result in material increased tax liabilities for Holdings and its

* Capitalized terms used herein and not defined herein shall have the meanings provided in the commitment letter (the “Commitment Letter”) to which this summary is attached. This Term Sheet is intended as an outline only and, except as otherwise specifically set forth herein, does not purport to summarize all the conditions, covenants, representations, warranties and other provisions which would be contained in the definitive documentation for the Facilities.

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subsidiaries on a consolidated basis (Holdings and all of such subsidiaries being, collectively, the “Guarantors”), subject to customary exceptions and exclusions and release mechanics for transactions of this type; and provided further, that any direct or indirect subsidiary of Holdings that is a special purpose entity engaged in Securitization Transactions (as defined below) shall not be a Guarantor.

“Securitization Transactions” shall mean any transfer by Holdings or any subsidiary of Holdings of receivables or interests therein (i) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of indebtedness or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such receivables or interests in receivables, or (ii) directly to one or more investors or other purchasers. All proceeds received as a result of a Securitization Transaction shall require a mandatory prepayment, on a dollar-for-dollar basis, to prepay outstanding amounts under the Facilities.

II. Description of First Lien Facilities

General Description of First Lien Facilities: A maximum amount of $2,140,000,000 in senior, first-priority secured financing to be provided to the Borrower pursuant to a term b loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility”) which will include a letter of credit subfacility. The Term Loan Facility and the Revolving Credit Facility are collectively referred to herein as the “First Lien Facilities”. Loans made under the First Lien Facilities are herein collectively referred to as “Loans”, with Loans under the Term Loan Facility being herein referred to as “Term Loans”, Loans under the Revolving Credit Facility being herein referred to as “Revolving Loans” and letters of credit issued under the Revolving Credit Facility being herein referred to as “Letters of Credit”. Exhibit B sets forth a summary of certain terms and conditions of a senior, second-priority secured financing facility to be provided to the Borrower (the “Second Lien Facility” and, together with the First Lien Facilities, the “Facilities”).

A. Term Loan Merger Facility

Term Loan Merger Facility Commitment Amount:	$1,690,000,000.
Maturity and Amortization:	The final maturity of the Term Loan Facility shall be the seventh anniversary of the Closing Date (as defined below) (“Term Loan Maturity Date”). The Term Loans shall be repaid during the final year prior to the Term Loan Maturity Date in equal quarterly amounts, subject to amortization of

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	approximately 1% per year prior to such final year.
Use of Proceeds:	Proceeds of the Term Loans, together with proceeds from the Second Lien Facility, shall be used to finance, in part, the Transaction, including the Acquisition. Up to $560,000,000 of the proceeds borrowed under the Term Loan Facility and/or the Second Lien Facility may be used by the Borrower for purposes of making a loan (the “Shareholder Loan”) to the Purchasers, the proceeds of which will be used by the Purchasers for purposes of refinancing certain debt of the Purchasers. The Shareholder Loan (together with the Facilities) will be secured by all capital stock of Holdings held by the Purchaser and will be recourse to such capital stock and Jerry Moyes, but shall not be recourse to the other Purchasers.
Availability:	Term Loans may only be borrowed on the Closing Date. No amount of Term Loans once repaid may be reborrowed.

B. Revolving Credit Facility

Revolving Credit Facility:	Pursuant to the Revolving Credit Facility, Revolving Loans may be borrowed, prepaid and reborrowed by the Borrower from time to time prior to the Revolving Loan Commitment Termination Date (as set forth below). The Revolving Credit Facility will also contain a sub-facility for the issuance of letters of credit in an amount up to $325,000,000.
Revolving Credit Facility Commitment Amount:	$ 450,000,000.
Maturity:	The final maturity date for the Revolving Credit Facility (the “Revolving Loan Commitment Termination Date”) shall be the fifth anniversary of the Closing Date (defined below). Revolving Loans shall be repaid in full on such final maturity date, and all Letters of Credit issued under the Revolving Credit Facility shall terminate prior to such date.
Use of Proceeds:	Extensions of credit under the Revolving Credit Facility shall be available on the Closing Date (i) to issue Letters of Credit to backstop or replace outstanding letters of credit as may be required as a result of the Merger and related transactions contemplated hereby and (ii) to the extent agreed by the Lead Arrangers, to fund fees and expenses. Proceeds of Revolving Loans may not otherwise be used to fund the Transaction. After the Closing Date, proceeds of the Revolving Loans may be used solely for the Borrower’s and its subsidiaries’ working capital requirements and other general corporate purposes, including permitted acquisitions.

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III. Terms Applicable to the First Lien Facilities

Closing Date:	The date of the initial credit extension under the First Lien Facilities, which date shall occur on or before the date that is 120 days after the date of this letter.
Security:	The Borrower and each Guarantor shall grant the Administrative Agent and the First Lien Lenders a valid and perfected first priority (subject to customary exceptions to be set forth in the First Lien Loan Documentation (defined below)) lien and security interest in all of the following:

(a)

All shares of capital stock of (or other ownership interests in) and intercompany debt of Holdings and all subsidiaries of Holdings and each present and future direct and indirect subsidiary of Holdings; provided, that no more than 662/3 % of the equity interests of non-U.S. subsidiaries of Holdings will be required to be pledged as security if the pledge of a greater percentage would result in material increased tax liabilities for Holdings and its subsidiaries on a consolidated basis.

(b)

All present and future property and assets, real and personal, tangible and intangible, of Holdings and each Guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, deposit accounts, owned real estate, leaseholds (to the extent liens on such leaseholds can be obtained using commercially reasonable efforts), fixtures, bank accounts, general intangibles, license rights, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds, commercial tort claims, letter of credit rights, supporting obligations and cash. In lieu of granting liens on motor vehicles, trailers, and related equipment owned or leased by Holdings, IEL or any of their respective subsidiaries (collectively, “Motor Vehicles”), all assets, liabilities and operations of any such person (other than the Motor Vehicles and certain real estate (to be mutually agreed upon)) may be transferred to other operating subsidiaries of the Borrower reasonably satisfactory to the Lead Arrangers (whether existing or newly-formed, “Opco Subs”). After giving effect to such transfer, each such transferring person will take reasonable and customary measures to ensure its “bankruptcy remoteness”, including the following: (i) continue to be a wholly owned subsidiary of the Company, (ii) have no business other than holding title to the Motor Vehicles and such real estate and leasing such assets to the Opco Subs on an arms-length basis, (iii) hold no assets other than such Motor Vehicles, real property and related leases,

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(iv) maintain itself as a separate and distinct entity, (v) maintain at least one independent board member (or equivalent) whose consent will be required to effect any voluntary bankruptcy, liquidation or equivalent, and (vi) have substantially no creditors other than pursuant to the Facility and as may arise by operation of law. Holdings, all Guarantors (other than the subsidiaries transferring such assets, liabilities, etc. to the Opco Subs) and all Opco Subs will guaranty and indemnify such transferring persons in respect of any liabilities or other obligations transferred to the Opco Subs. Motor Vehicles acquired after the Closing Date will be owned and held in a newly-formed, bankruptcy-remote entity satisfactory to the Lead Arrangers.

(c) All proceeds and products of the property and assets described in clauses (a) and (b) above.

	Notwithstanding the foregoing, the Administrative Agent may agree to exclude particular assets from the collateral where it determines that the cost of perfecting a security interest, lien or mortgage is excessive in relation to the benefit afforded to the Lenders thereby.
Intercreditor Agreement:	The lien priority, relative rights and other creditors’ rights issues in respect of the First Lien Facilities and the Second Lien Facility will be set forth in a customary intercreditor agreement (the “Intercreditor Agreement”).
Interest Rates and Letter of Credit Fees:	At the option of the Borrower, Loans may be maintained from time to time as (i) Base Rate Loans which shall bear interest at the Applicable Margin in excess of the Base Rate in effect from time to time or (ii) Eurodollar Loans which shall bear interest at the Applicable Margin in excess of the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period.
	“Base Rate” shall mean, as of any time, the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case as in effect from time to time.
	The “Applicable Margin” means at any time for Loans outstanding under the First Lien Facilities (x) for the first two full fiscal quarters after the Closing Date, 2.75% in the case of Loans maintained as Eurodollar Loans and 1.75% in the case of Loans maintained as Base Rate Loans, and (y) thereafter, the applicable percentage determined in accordance with step-ups and step-downs based on the ratio of total debt to EBITDA of

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	the Borrower in amounts and levels to be mutually agreed upon.
	In addition to customary fronting and issuing fees to be mutually agreed upon, a fee (the “Letter of Credit Fee”) equal to 2.25% will accrue on the stated amount of each Letter of Credit.
	During the continuance of any payment or bankruptcy event of default under the First Lien Loan Documentation, the Applicable Margin on all obligations owing under the First Lien Loan Documentation and the Letter of Credit Fee shall increase by 2% per annum.
	Interest periods of 1, 2, 3 and 6, and, if available to all First Lien Lenders, 9 and 12 months shall be available in the case of Eurodollar Loans.
	Interest in respect of Base Rate Loans and the Letter of Credit Fee with respect to Letters of Credit shall be payable quarterly in arrears on the last business day of each fiscal quarter. Interest in respect of Eurodollar Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest and Letter of Credit Fees, as the case may be, will also be payable at the time of repayment of any Loans, drawing under a Letter of Credit and at maturity, as applicable. All interest, commitment fee and other fee calculations shall be based on a 360-day year (or 365 or 366 days, as the case may be, in the case of Base Rate Loans).
Other Fees:	The Lead Arrangers and the Administrative Agent shall receive such fees as have been separately agreed upon with Mr. Moyes.
Unused Commitment Fees:	Commencing on the Closing Date, a non-refundable fee (the “Commitment Fee”) in the amount of 0.50% per annum will accrue on the daily average unused portion of the Revolving Credit Facility commitments (whether or not then available), payable quarterly in arrears and on the final maturity of the Revolving Credit Facility (whether by stated maturity or otherwise).
Voluntary Commitment Reductions:	Voluntary reductions to the unutilized portion of the First Lien Facilities, including the Revolving Credit Facility, may be made from time to time by the Borrower without premium or penalty.

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Voluntary Prepayment:	The Borrower may, upon at least one business day’s notice in the case of Base Rate Loans and three business days’ notice in the case of Eurodollar Loans, prepay, in full or in part, the First Lien Facilities without premium or penalty; provided, that each partial prepayment shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided further that any such prepayment of Eurodollar Loans shall be made together with reimbursement for any funding losses of the First Lien Lenders resulting therefrom.
Mandatory Prepayment and Commitment Reduction:	The First Lien Facilities will be subject to the following mandatory prepayments: (i) 75% of excess cash flow (to be defined in a manner satisfactory to the Borrower and the Lead Arrangers, and subject to mutually agreed step-downs and exclusions), (ii) 100% of proceeds from permitted asset sales (or insurance proceeds) in each fiscal year (subject to reinvestment baskets to be determined and excluding sales in the ordinary course of business and other agreed baskets), (iii) 100% of proceeds from the sale or issuance of debt securities (subject to certain exceptions including ordinary course borrowings under any of the Facilities) and (iv) until repayment in full of the Term Loan Facility and the Second Lien Facility, 75% of proceeds from the sale or issuance of equity securities (subject to certain agreed exceptions, including the exercise of employee stock options and intercompany transactions). In each case above, such amounts shall be applied first to the next eight installments or amortization payments due under the First Lien Facilities, and thereafter in inverse order of the remaining amortization payments of the Term Loans, then to the Second Lien Facility and then to the repayment of outstanding principal amounts under the Revolving Facility (but without a reduction in the Revolving Facility Commitment Amount). Notwithstanding the foregoing, in the case of (i) above and with respect to Eurodollar Loans, unless a mandatory prepayment date in respect of excess cash flow occurs on an interest payment date for Eurodollar Loans, the Borrower shall be permitted to delay such mandatory prepayment until the next such succeeding interest payment date.
Documentation:	The commitments will be subject to the negotiation, execution and delivery of definitive financing agreements and ancillary instruments and documents (the “First Lien Loan Documentation”), which documentation will be consistent with the terms of the Commitment Documents and in customary form for similar secured financings, in each case prepared by counsel to the Lead Arrangers and reasonably acceptable to Holdings and the Borrower. The First Lien Loan Documentation shall not contain (i) any material conditions precedent other than the conditions precedent set forth in the

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	Commitment letter or in Exhibit C to the Commitment Letter or (ii) any material representation, warranty, affirmative or negative covenant, or event of default not set forth in the Commitment Letter or the Exhibits thereto.
Conditions Precedent to Initial Extension of Credit:	No conditions other than those set forth in Exhibit C.
Conditions Precedent to Each Extension of Credit other than Initial Extension of Credit:	There shall exist no default under any of the First Lien Loan Documentation, and the representations and warranties of the Borrower and each of the Guarantors therein shall be true and correct in all material respects immediately prior to, and after giving effect to, such extension of credit (it being understood and agreed that the only conditions precedent to the availability of the Facilities on the Closing Date shall be those set forth on Exhibit C).
Representations and Warranties:	Those customarily found in credit agreements for similar secured financings, including, without limitation, (i) for the purpose of the initial extension of credit, the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since September 30, 2006 and (ii) for the purpose of each extension of credit subsequent to the initial extension of credit, the absence of a material adverse change in the business, financial condition, operations, performance or properties of each of the Company and IEL and their respective subsidiaries, taken as a whole.
Covenants:	Those affirmative, negative and financial covenants (applicable to the Borrower and the Borrower’s subsidiaries) customarily found in credit agreements for similar secured financings (with usual and customary baskets, exceptions and qualifications as may be mutually agreed upon in the First Lien Loan Documentation), including, without limitation:

(a)	Affirmative Covenants:
1.	compliance with laws and regulations (including, without limitation, ERISA and environmental laws);
2.	payment of taxes and other obligations;
3.	maintenance of appropriate and adequate insurance;
4.	preservation of corporate existence, rights (charter and statutory), franchises, permits, licenses and approvals;
5.	visitation and inspection rights;
6.	keeping of proper books in accordance with generally accepted accounting principles;
7.	maintenance of properties;
8.	performance of leases, related documents and other material agreements;

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9.	use of proceeds;
10.	further assurances as to perfection and priority of security interests;
11.	customary financial and other reporting requirements; and
12.	maintaining ratings with S&P and Moody’s.
(b)	Negative Covenants – Restrictions on:
1.	liens (other than liens securing the First Lien Facilities and the Second Lien Facility);
2.	debt (with exceptions for the Second Lien Facility), guaranties or other contingent obligations (including, without limitation, the subordination of all intercompany indebtedness on terms satisfactory to the First Lien Lenders);
3.	mergers and consolidations;
4.	sales, transfers and other dispositions of assets (other than sales and trade-ins in the ordinary course of business);
5.	loans, acquisitions, joint ventures and other investments;
6.	dividends and other distributions to stockholders (subject to required distributions (i) in an amount equal to (x) the net amount of federal and state cash income taxes the Company’s consolidated group would have paid at statutory rates as a C-corporation, less (y) any such taxes actually paid by the Company or any member of its consolidated group in states that do not recognize S-corporations, but only in the event that Holdings and the Company are structured as S-corporations and without regard to any “gross-up” or similar amounts in respect of taxes, if any, on such required distribution, (ii) in an amount equal to the actual cash amount of interest due and payable under the Shareholder Loan, without regard to any “gross-up” or similar amounts in respect of taxes, if any, on any such required distribution; provided that the proceeds of such distribution shall be immediately applied to the payment of such interest, and (iii) in an amount equal to the actual cash amount of principal due and payable under the Shareholder Loan, if any, without regard to any “gross-up” or similar amounts in respect of taxes, if any, on any such required distribution; provided, that no such distributions shall be made pursuant to this clause (iii) until the outstanding principal amount under the Second Lien Facility has been reduced to an amount not in excess of the principal amount outstanding under the Shareholder Loan, and then only to the extent the distribution is immediately applied by the Shareholders to reduce the Shareholder Loan and then, immediately thereafter, the proceeds are used by the Borrower to reduce the outstanding principal under the Second Lien Facility);
7.	repurchasing shares of capital stock;
8.	prepaying, redeeming or repurchasing debt;

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9.	capital expenditures;
10.	transactions with affiliates;
11.	granting negative pledges other than to the First Lien Lenders and under the Second Lien Facility;
12.	changing the nature of its business;
13.	amending organizational documents, or amending or otherwise modifying any material debt or any related document; and
14.	changing accounting policies or reporting practices.

The Company will not be permitted to engage in any activities other than owning the capital stock of Swift Arizona and certain other entities to be mutually agreed upon, declaring and paying the dividends contemplated above, guaranteeing the Facilities, consummating the Transaction and such other activities as may be reasonably incidental to the foregoing.

(c)	Financial Covenants – Maintenance of:
1.	a maximum ratio of total debt to EBITDA; and
2.	a minimum ratio of EBITDA to interest expense.

The foregoing financial covenants shall not take effect until immediately following the Closing Date, and shall be the only material financial covenants, and the terms and ratios shall be defined in a manner satisfactory to the Borrower and the Lead Arrangers. Each financial covenant will be calculated on a consolidated basis for the period of four consecutive fiscal quarters preceding the applicable measurement date for such financial covenant (which period will include fiscal quarters preceding the Closing Date with respect to calculations made prior to the first anniversary of such date); provided, however, that (i) EBITDA will be determined on a “last twelve month” basis (including months ended prior to the Closing Date for calculations prior to the first anniversary of such date), and (ii) the calculation of interest expense in such measurements and covenants will be determined on an annualized basis).

Events of Default:

Those customarily found in credit agreements for similar secured financings (including customary and reasonable grace periods, notice periods, monetary thresholds and other qualifications to be mutually agreed upon), including, without limitation:

1.	failure to pay principal when due, or to pay interest or other amounts within three business days after the same becomes due, under the First Lien Loan Documentation;
2.	any representation or warranty proving to have been

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	materially incorrect when made or confirmed;
3.	failure to perform or observe covenants set forth in the First Lien Loan Documentation within a specified period of time, where customary and appropriate, after notice or knowledge of such failure;
4.	cross-defaults to other indebtedness in an amount to be agreed in the First Lien Loan Documentation;
5.	bankruptcy and insolvency defaults (with a grace period for involuntary proceedings);
6.	monetary judgment defaults in an amount to be agreed in the First Lien Loan Documentation and nonmonetary judgment defaults that are reasonably likely to cause a Material Adverse Change;
7.	impairment of First Lien Loan Documentation or security;
8.	change of ownership or operating control; and
9.	standard ERISA defaults.

Interest Rate Protection:

The Borrower shall obtain interest rate protection in form and with parties acceptable to the First Lien Lenders for a notional amount to be agreed in the final First Lien Loan Documentation and for a period of three years.

Expenses:

The Borrower shall pay all of the Administrative Agent’s and the Lead Arrangers’ reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, audit, consultant, search, filing and recording fees and all other reasonable out-of-pocket expenses incurred by the Administrative Agent or the Lead Arrangers (including the reasonable fees and expenses of one counsel for the Lead Arrangers and one local counsel in each relevant jurisdiction), whether or not any of the transactions contemplated hereby are consummated, as well as all expenses of the Administrative Agent in connection with the administration of the First Lien Loan Documentation (including, without limitation, fees and expenses incurred in connection with the preparation of the First Lien Loan Documentation (and waivers or amendments thereto) or the “work-out” or restructuring of the obligations). The Borrower shall also pay the expenses of the Administrative Agent, the Lead Arrangers and the First Lien Lenders in connection with the enforcement of any of the First Lien Loan Documentation.

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Indemnity:	The First Lien Loan Documentation will contain customary indemnity provisions pursuant to which the Borrower will indemnify and hold harmless the Administrative Agent, the Lead Arrangers, each First Lien Lender and each of their affiliates and their officers, directors, employees, agents and advisors from claims and losses relating to the Transaction or the First Lien Facilities, and will include a customary carve-out in respect of negligence, bad faith and willful misconduct of any such indemnified person.
Required Lenders:	First Lien Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans and commitments under the First Lien Facilities
Waivers & Amendments:	Amendments and waivers of the provisions of the First Lien Loan Documentation will require the approval of the Borrower and the Required Lenders, except that the consent of all affected First Lien Lenders will be required with respect to certain customary issues, including but not limited to (i) increases in commitment amounts, (ii) reductions of principal, interest, or fees, (iii) extensions of stated final maturity dates, and (iv) releases of all or substantially all of the collateral or any material guarantee.
Assignments and Participations:	Assignments may be non-pro rata and must be to Eligible Assignees (to be defined) and, in each case other than an assignment to a First Lien Lender or an assignment of the entirety of a First Lien Lender’s interest in the First Lien Facilities, in a minimum amount of $1,000,000. Each First Lien Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign (i) as security all or part of its rights under the First Lien Loan Documentation to any Federal Reserve Bank and (ii) all or part of its rights or obligations under the First Lien Loan Documentation to any of its affiliates. No participation shall include voting rights, other than for reductions or postponements of amounts payable or releases of all or substantially all of the collateral.
Taxes:	All payments are to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the First Lien Lender’s applicable lending office). The Borrower will indemnify the First Lien Lenders and the Administrative Agent for such taxes paid by the First Lien Lenders or the Administrative Agent.
Miscellaneous:	Standard yield protection (including compliance with risk-based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions, defaulting First Lien Lender and replacement lender provisions, waiver of jury trial,

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	and submission to jurisdiction provisions.
Governing Law:	New York.
Counsel for the Lead Arrangers:	Mayer, Brown, Rowe & Maw LLP.

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EXHIBIT B

SUMMARY OF CERTAIN TERMS AND CONDITIONS

FOR THE SECOND LIEN FACILITY*

I. The Parties

Borrower:	Same as the First Lien Facilities.
Joint Lead Arrangers and Joint Bookrunners:	Morgan Stanley, Wachovia Securities and JP Morgan Securities (the “Lead Arrangers”)
Co-Syndication Agents:	Morgan Stanley, Wachovia Securities and JP Morgan Securities.
Documentation Agent:	Morgan Stanley.
Administrative Agent:	Morgan Stanley.
Lenders:	Morgan Stanley, Wachovia Bank, JPMorgan Chase Bank and a syndicate of financial institutions and institutional lenders arranged by the Lead Arrangers in consultation with the Borrower (the “Second Lien Lenders”).
Guarantors:	Same as the First Lien Facilities.

II. Description of Second Lien Facility

General Description of Second Lien Facility:

A maximum amount of $835,000,000 in senior, second-priority secured financing to be provided to the Borrower pursuant to a term loan facility (the “Second Lien Facility”). Loans made under the Second Lien Facility are herein collectively referred to as “Second Lien Loans”. Exhibit A sets forth, among other things, a summary of certain terms and conditions of a senior, first-priority secured financing facility to be provided to the Borrower (the “First Lien Facilities”).

Maturity and Amortization:

The final maturity of the Second Lien Facility shall be the eighth anniversary of the Closing Date (as defined below) (“Second Lien Maturity Date”). The Second Lien Loans shall not amortize and shall be repaid in full on the Second Lien Maturity Date.

* Capitalized terms used herein and not defined herein shall have the meanings provided in the commitment letter (the “Commitment Letter”), to which this summary is attached, and Exhibits A and B thereto. This Term Sheet is intended as an outline only and, except as otherwise specifically set forth herein, does not purport to summarize all the conditions, covenants, representations, warranties and other provisions which would be contained in the definitive documentation for the Facilities.

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Use of Proceeds:

Proceeds of the Second Lien Loans, together with proceeds of term loans under the First Lien Facilities, shall be used solely to finance, in part, the Transaction, including the Acquisition. Up to $560,000,000 of the proceeds borrowed under the Second Lien Facility and/or the term loan facility under the First Lien Facilities may be used by the Borrower for purposes of making a loan (the “Shareholder Loan”) to the Purchasers, the proceeds of which will be used by the Purchasers for purposes of refinancing certain debt of the Purchasers. The Shareholder Loan (together with the Facilities) will be secured by all capital stock of Holdings held by the Purchasers and will be recourse to such capital stock and Jerry Moyes, but otherwise shall not be recourse to the other Purchasers.

Availability:

Second Lien Loans may only be borrowed on the Closing Date. No amount of Second Lien Loans once repaid may be reborrowed.

III. General Terms Applicable to the Second Lien Facility

Closing Date:	The date of the initial credit extension under the Second Lien Facility, which date shall occur on or before the date that is 120 days after the date of this letter.
Security:	Subject to the Intercreditor Agreement, the Second Lien Facility and the guarantees in respect thereof will be secured on a second-priority basis (subordinate only to the First Lien Facilities and any permitted additions thereto or refinancings thereof) by substantially all of the assets that secure the First Lien Facilities.
Intercreditor Agreement:	The lien priority, relative rights and other creditors’ rights issues in respect of the First Lien Facilities and the Second Lien Facility will be set forth in a customary intercreditor agreement (the “Intercreditor Agreement”).
Interest Rates:	At the option of the Borrower, Second Lien Loans may be maintained from time to time as (i) Base Rate Loans which shall bear interest at the Applicable Margin in excess of the Base Rate in effect from time to time or (ii) Eurodollar Loans which shall bear interest at the Applicable Margin in excess of the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period.
	“Base Rate” shall mean, as of any time, the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case as in effect from time to time.

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	The “Applicable Margin” means at any time 6.25% in the case of Second Lien Loans maintained as Eurodollar Loans and 5.25% in the case of Second Lien Loans maintained as Base Rate Loans.
	During the continuance of any payment or bankruptcy event of default under the Second Lien Loan Documentation, the Applicable Margin on all obligations owing under the Second Lien Loan Documentation shall increase by 2% per annum.
	Interest periods of 1, 2, 3 and 6, and, if available to all Second Lien Lenders, 9 and 12 months shall be available in the case of Eurodollar Loans.
	Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each fiscal quarter. Interest in respect of Eurodollar Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Second Lien Loans, and at maturity. All interest and other fee calculations shall be based on a 360-day year (or 365 or 366 days, as the case may be, in the case of Base Rate Loans).
Arranger and Administrative Agent Fees:	The Lead Arrangers and the Administrative Agent shall receive such fees as have been separately agreed upon with Mr. Moyes.
Voluntary Prepayment:	Following repayment of all term loans outstanding under the First Lien Facilities, the Borrower may, upon at least one business day’s notice in the case of Base Rate Loans and three business days’ notice in the case of Eurodollar Loans, prepay, in full or in part, the Second Lien Facility without premium or penalty other than the payment of the Call Premium (as defined below); provided, that each partial prepayment shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided further that any such prepayment of Eurodollar Loans shall be made together with reimbursement for any funding losses of the Second Lien Lenders resulting therefrom.
Prepayment Premiums:	Prepayments of the Second Lien Facility (other than mandatory prepayments from excess cash flow) will be subject to the following prepayment premiums (expressed as a percentage of the outstanding principal amount of the Second Lien Facility that is set forth opposite the relevant period from the Closing Date indicated below (the “Call Premium”)):

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Period	Percentages
Year 0-1	2%
Year 1-2	1%
Thereafter	No premium

Mandatory Prepayments:	Following repayment of all term loans outstanding under the First Lien Facilities, the Second Lien Loans will be repaid with the proceeds of the same mandatory prepayments that would otherwise be used to repay the First Lien Facilities.
Documentation:	The commitments will be subject to the negotiation, execution and delivery of definitive financing agreements and ancillary instruments and documents (the “Second Lien Loan Documentation”), which documentation will be consistent with the terms of the Commitment Documents and in customary form for similar secured financings, in each case prepared by counsel to the Lead Arrangers and reasonably acceptable to Holdings and the Borrower. The Second Lien Loan Documentation shall not contain (i) any material conditions precedent other than the conditions set forth in the Commitment Letter or in Exhibit C to the Commitment Letter or (ii) any material representation, warranty, affirmative or negative covenant, or event of default not set forth in the Commitment Letter or the Exhibits thereto.
Conditions Precedent to Borrowing:	No conditions other than those set forth in Exhibit C.
Representations and Warranties:	Same as the First Lien Facilities (it being understood and agreed that, except for the conditions precedent described in Exhibit C, the only representations and warranties that shall be a condition to the availability of the Facilities on the Closing Date shall be the Specified Representations).
Covenants:	Those affirmative, negative and financial covenants (applicable to the Borrower and the Borrower’s subsidiaries) customarily found in credit agreements for similar secured financings (with usual and customary baskets, exceptions and qualifications as may be mutually agreed upon in Second Lien Loan Documentation), including, without limitation:

(a)	Affirmative Covenants:
1.	compliance with laws and regulations (including, without limitation, ERISA and environmental laws);
2.	payment of taxes and other obligations;
3.	maintenance of appropriate and adequate insurance;
4.	preservation of corporate existence, rights (charter and statutory), franchises, permits, licenses and approvals;
5.	visitation and inspection rights;

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6.	keeping of proper books in accordance with generally accepted accounting principles;
7.	maintenance of properties;
8.	performance of leases, related documents and other material agreements;
9.	use of proceeds;
10.	further assurances as to perfection and priority of security interests;
11.	customary financial and other reporting requirements; and
12.	maintaining ratings with S&P and Moody’s.
(b)	Negative Covenants – Restrictions on:
1.	liens (other than liens securing the First Lien Facilities and the Second Lien Facility);
2.	debt (with exceptions for the First Lien Facilities), guaranties or other contingent obligations (including, without limitation, the subordination of all intercompany indebtedness on terms satisfactory to the Second Lien Lenders);
3.	mergers and consolidations;
4.	sales, transfers and other dispositions of assets (other than sales and trade-ins in the ordinary course of business);
5.	loans, acquisitions, joint ventures and other investments;
6.	dividends and other distributions to stockholders (subject to required distributions (i) in an amount equal to (x) the net amount of federal and state cash income taxes the Company’s consolidated group would have paid at statutory rates as a C-corporation, less (y) any such taxes actually paid by the Company or any member of its consolidated group in states that do not recognize S-corporations, but only in the event that Holdings and the Company are structured as S-corporations and without regard to any “gross-up” or similar amounts in respect of taxes, if any, on such required distribution, (ii) in an amount equal to the actual cash amount of interest due and payable under the Shareholder Loan, without regard to any “gross-up” or similar amounts in respect of taxes, if any, on such required distributions; provided that the proceeds of such distribution shall be immediately applied to the payment of such interest, and (iii) in an amount equal to the actual cash amount of principal due and payable under the Shareholder Loan, if any, without regard to any “gross-up” or similar amounts in respect of taxes, if any, on such required distribution; provided, that no such distributions shall be made pursuant to this clause (iii) until the outstanding principal amount under the Second Lien Facility has been reduced to an amount not in excess of the principal amount outstanding under the Shareholder Loan, and then only to the extent the distribution is immediately applied by the Shareholders to reduce the Shareholder

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	Loan and then, immediately thereafter, the proceeds are used by the Borrower to reduce the outstanding principal under the Second Lien Facility);
7.	repurchasing shares of capital stock;
8.	prepaying, redeeming or repurchasing debt;
9.	capital expenditures;
10.	transactions with affiliates;
11.	granting negative pledges other than to the Second Lien Lenders and under the First Lien Facilities;
12.	changing the nature of its business;
13.	amending organizational documents, or amending or otherwise modifying any material debt or any related document; and
14.	changing accounting policies or reporting practices.

The Company will not be permitted to engage in any activities other than owning the capital stock of Swift Arizona and certain other entities to be mutually agreed upon, declaring and paying the dividends contemplated above, guaranteeing the Facilities, consummating the Transaction and such other activities as may be reasonably incidental to the foregoing.

(c)	Financial Covenants – Maintenance of
1.	a maximum ratio of total debt to EBITDA; and
2.	a minimum ratio of EBITDA to interest expense.

The foregoing financial covenants shall track the financial covenants in the First Lien Facilities, but in each case shall provide for an additional ten percent (10%) cushion. The foregoing financial covenants shall not take effect until immediately following the Closing Date, and shall be the only material financial covenants, and the terms and ratios shall be defined in a manner satisfactory to the Borrower and the Lead Arrangers. Each financial covenant will be calculated on a consolidated basis for the period of four consecutive fiscal quarters preceding the applicable measurement date for such financial covenant (which period will include fiscal quarters preceding the Closing Date with respect to calculations made prior to the first anniversary of such date); provided, that (i) EBITDA will be determined on a “last twelve month” basis (including months ended prior to the Closing Date for calculations prior to the first anniversary of such date), and (ii) the calculation of interest expense in such measurements and covenants will be determined on an annualized basis).

Events of Default:

Those customarily found in credit agreements for similar secured financings (including customary and reasonable grace periods, notice periods, monetary thresholds and other qualifications to be mutually agreed upon), including, without

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limitation:

1.	failure to pay principal when due, or to pay interest or other amounts within three business days after the same becomes due, under the Second Lien Loan Documentation;
2.	any representation or warranty proving to have been materially incorrect when made or confirmed;
3.	failure to perform or observe covenants set forth in the Second Lien Loan Documentation within a specified period of time, where customary and appropriate, after notice or knowledge of such failure;
4.	cross-defaults to other indebtedness in an amount to be agreed in the Second Lien Loan Documentation (provided that cross default to the First Lien Facilities shall require the passage of 45 days without the cure or waiver of the relevant default);
5.	bankruptcy and insolvency defaults (with a grace period for involuntary proceedings);
6.	monetary judgment defaults in an amount to be agreed in the Second Lien Loan Documentation and nonmonetary judgment defaults that are reasonably likely to cause a Material Adverse Change;
7.	impairment of Second Lien Loan Documentation or security;
8.	change of ownership or operating control; and
9.	standard ERISA defaults.

Interest Rate Protection:

Same as the First Lien Facilities.

Expenses:

The Borrower shall pay all of the Administrative Agent’s and the Lead Arrangers’ reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and all other reasonable out-of-pocket expenses incurred by the Administrative Agent or the Lead Arrangers (including the fees and expenses of one counsel for the Lead Arrangers and one local counsel in each relevant jurisdiction), whether or not any of the transactions contemplated hereby are consummated, as well as all expenses of the Administrative Agent in connection with the administration of the Second Lien Loan Documentation (including, without limitation, fees and expenses incurred in connection with the preparation of the

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	Second Lien Loan Documentation (and waivers or amendments thereto) or the “work-out” or restructuring of the obligations). The Borrower shall also pay the expenses of the Administrative Agent, the Lead Arrangers and the Second Lien Lenders in connection with the enforcement of any of the Second Lien Loan Documentation.
Indemnity:	The Second Lien Loan Documentation will contain customary indemnity provisions pursuant to which the Borrower will indemnify and hold harmless the Administrative Agent, the Lead Arrangers, each Second Lien Lender and each of their affiliates and their officers, directors, employees, agents and advisors from claims and losses relating to the Transaction or the Second Lien Facility, and will include a customary carve-out for negligence, bad faith and willful misconduct of any such indemnified person.
Required Lenders:	Second Lien Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans under the Second Lien Facility.
Waivers &Amendments:	Amendments and waivers of the provisions of the Second Lien Documentation will require the approval of the Borrower and the Required Lenders, except that the consent of all affected Second Lien Lenders will be required with respect to certain customary issues, including but not limited to (i) increases in commitment amounts, (ii) reductions of principal, interest, or fees, (iii) extensions of stated final maturity dates, and (iv) releases of all or substantially all of the collateral or any material guarantee.
Assignments and Participations:	Assignments may be non-pro rata and must be to Eligible Assignees (to be defined) and, in each case other than an assignment to a Second Lien Lender or an assignment of the entirety of a Second Lien Lender’s interest in the First Lien Facilities, in a minimum amount of $1,000,000. Each Second Lien Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign (i) as security all or part of its rights under the First Lien Loan Documentation to any Federal Reserve Bank and (ii) all or part of its rights or obligations under the Second Lien Loan Documentation to any of its affiliates. No participation shall include voting rights, other than for reductions or postponements of amounts payable or releases of all or substantially all of the collateral.
Taxes:	All payments are to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the Second Lien Lender’s applicable lending office). The Borrower will indemnify the Second Lien Lenders and the Administrative Agent for such taxes paid by the Second Lien Lenders or the Administrative Agent.

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Miscellaneous:	Standard yield protection (including compliance with risk-based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions, defaulting Second Lien Lender and replacement lender provisions, waiver of jury trial, and submission to jurisdiction provisions.
Governing Law:	New York.
Counsel for the Lead Arrangers:	Mayer, Brown, Rowe & Maw LLP.

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EXHIBIT C

CONDITIONS PRECEDENT TO CLOSING

     Except as otherwise set forth below or in the Commitment Letter, the initial credit extensions under each of the Facilities shall be subject to the satisfaction of each of the following conditions precedent:

1.	The Merger shall be consummated pursuant to the Merger Agreement concurrently with the funding of the Facilities. The Merger Agreement shall not be (and shall not have been) amended or modified, nor shall any conditions precedent set forth therein be (nor shall they have been) amended or waived (in whole or in part), in any manner that is adverse to the Lenders in any material respect (in the reasonable judgment of the Lead Arrangers) without the consent of the Lead Arrangers).
2.	With respect to the First Lien Facilities, customary First Lien Loan Documentation, including a credit agreement incorporating substantially the terms and conditions outlined in Exhibit A in form and substance reasonably satisfactory to the Lead Arrangers, shall have been executed and delivered (it being understood that as of the date of the Commitment Letter the terms and conditions of the First Lien Loan Documentation contained in such Exhibits are satisfactory), together with customary closing documentation, and no default shall exist under the First Lien Loan Documentation.
3.	With respect to the Second Lien Facility, customary Second Lien Loan Documentation, including a credit agreement incorporating substantially the terms and conditions outlined in Exhibit B in form and substance reasonably satisfactory to the Lead Arrangers shall have been executed and delivered (it being understood that as of the date of the Commitment Letter the terms and conditions of the Second Lien Loan Documentation contained in such Exhibits are satisfactory), together with customary closing documentation, and no default shall exist under the Second Lien Loan Documentation.
4.	The Rollover Equity Investment shall have been made or shall be made concurrently with the funding of the Facilities.
5.	The Borrower shall have delivered a certificate in form and substance reasonably satisfactory to the Lenders, attesting to the solvency of the Borrower and the Guarantors, taken as a whole, immediately before and immediately after giving effect to the Merger, from the chief financial officer of the Borrower.
6.	The Lenders shall have received all customary closing certificates, documents and instruments, including (i) satisfactory customary opinions of counsel and (ii) such customary corporate resolutions, certificates and other documents as the Lenders shall reasonably request.
7.	All costs, fees and expenses of the Lead Arrangers and the Lenders (including the fees and expenses of one counsel for the Lead Arrangers and one local counsel in each relevant jurisdiction) and the fees due to the Lead Arrangers under the Fee Letter shall have been paid on the Closing Date out of proceeds from the Term Loan Facility and/or the Second Lien Facility (except to the extent that the Lead Arrangers agree and the Borrower directs that such costs, fees and expenses be paid from proceeds drawn under the Revolving Facility on the Closing Date; provided that the Lead Arrangers agree to make amounts available under the Revolving Facility

C-1

	to the extent funds are necessary to pay additional fees (or to cover shortfalls resulting from loans made subject to “original issue discount”), in each case as a result of the exercise of any “market flex” provisions relating to the terms of the Facilities).
8.	Mr. Moyes and Saint Corporation shall have complied in all material respects with the following obligations set forth in the Commitment Letter: (i) not to appoint any other arrangers, book runners, agents or co-agents, or pay any additional fees in connection with the Facilities without the prior written consent of the Lead Arrangers; (ii) to cooperate with the Lead Arrangers in their effort to achieve a successful syndication, including by (x) providing information reasonably requested by the Lead Arrangers, (y) assisting the Lead Arrangers in the preparation of an Information Memorandum and (z) attending and participating in meetings with prospective lenders; (iii) to use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit from the lending relationships of the Company and its subsidiaries; (iv) to meet with the Lead Arrangers, S&P and Moody’s at least 35 days prior to the Closing Date for purposes of obtaining ratings on the Facilities, and to use commercially reasonable efforts to obtain such ratings; (v) except as expressly provided in the Commitment Letter, not to permit any financings (other than the Facilities) for the Borrower, the Company, Swift Arizona, IEL or any of their respective subsidiaries or affiliates which the Lead Arrangers reasonably determine would have an adverse effect on the syndication of the Facilities; (vi) to update or supplement the Information, Projections or other information from time to time as required pursuant to the Commitment Letter; (vii) to indemnify and hold harmless the Indemnified Persons, and not to consent to judgment, settle, compromise, etc. any indemnifiable claim, in each case except to the extent set forth in the Commitment Letter; and (viii) to maintain the confidentiality of the Commitment Documents, as provided in the Commitment Letter.
9.	The Lead Arrangers shall have been afforded a period of at least 20 consecutive days following the launch of the general syndication of the Facilities to syndicate the Facilities.
10.	The Borrower shall have delivered a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve-month period ending at the most recent fiscal quarter ending at least 45 days prior to the Closing Date prepared after giving effect to the Transaction (including the Merger but excluding the IEL Equity Contribution) as if the Transaction (including the Merger but excluding the IEL Equity Contribution had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), in each case which financial statements shall be in a form consistent with the financial statements or forecasts previously provided to the Lead Arrangers by the Company.
11.	The Borrower shall have delivered evidence that the Company’s adjusted EBITDA for the year ended December 31, 2006 shall be no less than $481,900,000.
12.	Except to the extent set forth in the forms, reports and other documents, including financial statements contained therein and any exhibits thereto, filed by the Company with the Securities and Exchange Commission since September 30, 2006 but prior to the date hereof, or otherwise disclosed by the Borrower in writing to the Lead Arrangers prior to the execution of the definitive Loan Documentation, since September 30, 2006, there shall not have been any Company Material Adverse Effect (as defined in the Merger Agreement) or any event, state of facts, circumstance, development, change or effect that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

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13.

At least five business days prior to the Closing Date, the Lead Arrangers shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

14.

Notwithstanding anything in the Commitment Letter or Term Sheets or any other agreement or undertaking to the contrary, (i) the Loan Documentation shall provide that the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) the Specified Representations (as defined below) and (B) the representations and warranties relating to Holdings and the Company set forth in the Merger Agreement that are material to the Lenders to the extent and only to the extent that such breach gives Holdings the right to terminate its obligations under the Merger Agreement (without giving effect to any waiver, amendment or other modification to such condition or any such representation or warranty contained in the Merger Agreement in a manner adverse to the Lenders in any material respect effected without the consent of the Lead Arrangers), and (ii) the terms of the definitive documentation for the Loan Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions expressly set forth in this Exhibit C are satisfied (it being understood that, to the extent a perfected security interest in any assets of the Company the security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement or the delivery of certificated securities of the Company or its subsidiaries (exclusive of any securities of IEL or any of its subsidiaries) is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but a perfected security interest in such assets shall be required to be provided after the Closing Date pursuant to arrangements to be mutually agreed between the Borrower and the Lead Arrangers). For purposes hereof, “Specified Representations” means those representations and warranties that are customary to be set forth in the definitive credit documentation relating to authorization, organization, corporate power and authority, the enforceability of the definitive documentation as relating to the Facilities (and execution and delivery thereof, and consummation of the financing contemplated thereby, not violating applicable laws, agreements or constitutional documents), the Federal Reserve margin regulations, and the Investment Company Act of 1940, as amended, and (except as aforesaid) the validity, priority and perfection of security interests in the collateral (it being understood that no representation will be a condition to closing or to the availability of the Facilities on the Closing Date if it relates to (x) the validity, perfection or priority of any security interest in any asset that is not an asset of the Company of any of its subsidiaries immediately prior to the Closing Date, (y) the perfection of any security interest in any assets which cannot be perfected by means of the filing of a UCC financing statement (other than the delivery of certificated securities of the Company or any of its subsidiaries (exclusive of any securities of IEL or any of its subsidiaries) immediately after giving effect to the Merger), or (z) the priority of any security interests in any assets, unless such representation contains those exceptions and qualifications for permitted liens which are customarily included in secured acquisition financings for public companies similar to the Company).

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EX-99.(C)(2)

EXHIBIT (c)(2)

Highly Confidential

Discussion Materials for the Silver Special Committee of the Board of Directors Goldman, Sachs & Co. January 19, 2007

Highly Confidential

Table of Contents I. Summary of JM Proposal II. Public Market Perspective III. Review of Silver Management Financial Plan Appendix A: Supporting Materials

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

Highly Confidential

I. Summary of JM Proposal

Summary of JM Proposal 3

Highly Confidential

Situation Overview

Date            Event

Silver receives a letter from Jerry Moyes (“JM”) proposing to acquire all of the company’s outstanding common stock in an all-cash transaction at $29 per share

November 3 (20.6% premium to undisturbed price). MS provides $2,735 million debt financing commitment letter

— JM is a current Board member, former CEO and Chairman and the largest shareholder (27% shares held directly with an additional 12.5% held through

various family trusts for the benefit of other Moyes family members)

— JM notes “as part of due diligence [he] is prepared to consider any factors [Silver Board] believe to justify a higher purchase price”

JM amends schedule 13D to reflect proposal letter and Morgan Stanley financing commitment letter

November 6

Company issues press release noting it has retained Goldman Sachs as financial advisor to consider proposal

Goldman Sachs presents final review of strategic alternatives and makes recommendation to Special Committee regarding course of action

November 26

— On November 27^th Company issues press release announcing that the Special Committee has rejected JM’s proposal at $29/share and will explore

alternatives to maximize value including discussion with other financial and strategic buyers

Launch auction of Company, targeting both strategic and financial buyers

December 4

— JM and 4 Financial buyers attend separate management presentations and begin due diligence

Submission of initial indications of interest due by all interested parties (including JM)

December 21

— 2 preliminary indications of interest received including various terms and a price higher than JM’s initial proposal of $29/share (One Party $32/share, Second

Party $31 — $32/share)

— JM does not increase bid at this time but remains interested in pursuing a transaction

Preliminary discussions held with financial buyers in order to gauge level of interest in moving to second round of process

December 26

— Financial sponsors indicate certain concerns over ability to secure sufficient votes and have requested a process focused on them as well as financial

commitments from Silver (e.g. expense reimbursement, “upset” consideration)

Proposals predicated on completing a transaction through a tender offer versus merger proxy

Preliminary discussions held with MS and JM to discuss their ability to continue in the auction process

January 8

— JM team indicates interest in moving forward and requests draft merger agreement

JM team submits revised offer of $31.55/share

January 12

— Negotiation of terms and merger agreement commences

Summary of JM Proposal 4

Highly Confidential

Summary of Financial Terms of JM Proposal
Based on Negotiating Draft as of January 18, 2007

Term            Overview

Price $31.55 for each Silver share

— Implied Equity Value: $2,409 million — Implied Enterprise Value: $ 2,742 million Consideration 100% cash Financing Transaction not conditional on financing

JM and JM’s children’s trust (controlled by son) intend to rollover existing 39.1% equity ownership — At $31.55 per share, implied value of JM stake is $641 million, 292

trust amounts to $ Morgan Stanley has provided a committed financing letter for the transaction in the amount of $2,975 million — $1,690 million senior secured first lien — $450 million unfunded revolving credit facility for working capital — $835 million senior secured second lien Up to $560 million of the senior secured facilities may be used by JM and affiliates contributing equity to refinance existing borrowings against Silver stock — Shareholder loan            be secured by all capital stock will be made by            of NewCo held by the rollover NewCo and will            purchasers MAE to match merger agreement

Summary of JM Proposal 5

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JM’s Sources and Uses of Funds
(US$ in millions, except per share amount)

Sources of Funds            Uses of Funds

Multiple of 2006E            Total Outstanding            Purchase Price/ Amount ( $) % of Total            EBITDA            Equity Purchased            as of 31-Dec-06 Exercise Price            Amount ($) Funded Term Debt: Basic Shares 54.8 $31.55 $ $1,728

Term Loan B $ 1,690 47% 3.3x            Stock Options 3.4 19.78 40

2nd Lien 835 23% 1.6x $ $1,769

Total Funded Term Debt 2,525 70% 4.9x            Shares Rollover ² 20.3 $31.55 641

Total Equity Purchased $ $2,409

Equity: Total Debt Retired (06 mgmt estimate; includes securitized AR) 380

JM Equity Rollover ² 641 18% 1.2x Trust Equity Rollover ³ 303 8% 0.6x             Cash on Balance Sheet ¹ 0

Total Contributed Equity $943 26% 1.8x            Loan to JM & Family Trusts 560

Rollover IEL Equity $150 Purchase IEL Equity 150

Retire IEL Debt 34

Estimated Fees:

Change of Control Payments⁴ 20

Fees (estimated)⁵ 64

Total Fees (estimated) $ 84

Total Sources of Funds $ 3,618 100% 7.0x            Total Uses of Funds $ $3,618

Note: Balance Sheet figures are as of December 31, 2006 as per Silver Management Financial Plan. Sources of funds based on JM commitment proposal. ¹Assumes no balance sheet cash is used.

² Represents Silver shares personally held by JM and not used as collateral in connection with the Shareholder loan to be made by Swift. As of latest 13D filing JM personally owns 27% of total outstanding shares of 74.9mm. JM shares do not include the

9,018,353 shares held by (i) the Moyes Children’s Limited Partnership and (ii) seven irrevocable trusts for the benefit of six children of Jerry and Vickie Moyes and by an irrevocable trust for the benefit of Jerry and Vickie Moyes and six of their children. The shares shown for JM also do not include 360,000 shares held by an irrevocable trust for the children of Jerry and Vickie Moyes.

³ Represents the shares currently held by the Moyes Children’s Limited Partnership equaling 9,018,353 shares and the shares held by an irrevocable trust for the children of Jerry and Vickie Moyes equals 360,000 shares (at the current offer price of $31.55).

⁴ Estimated payments to be made to certain members of management based on change of control agreements that have been signed with Silver upon the acquisition by a third party.

⁵Assumes aggregate fees, which includes both sellside and buyside advisory fees. ⁶Assumes PF 2006E EBITDA of $513mm; includes IEL EBITDA of $18.5mm as per JM guidance.

Summary of JM Proposal 6

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Silver Analysis at Various Prices
(US$ in millions except per share amounts)

JM Indications Initial            Final            Increase Purchase Price Per Silver Share ($) $ 29.00 $ 31.55 $2.55 Premium to Market Price (Jan-18-07) $27.05 7.2% 16.6% 9.4% Premium to Undisturbed Price (Nov-3-06) 24.05 20.6% 31.2% 10.6% Premium to 52 Week / All Time High 33.62 (13.7)% (6.2)% 7.6% Premium to 52 Week Low 19.11 51.8% 65.1% 13.3% Premium to 1 Week Weighted Average ¹ 24.68 17.5% 27.8% 10.3% Premium to 1 Month Weighted Average ¹ 25.73 12.7% 22.6% 9.9% Premium to 3 Month Weighted Average ¹ 24.72 17.3% 27.6% 10.3% Premium to 6 Month Weighted Average ¹ 26.96 7.6% 17.0% 9.5% Equity Consideration — Diluted ¹ $ $2,209.1 $ $2,409.3 $ 200.2 Enterprise Value ² 2,541.2 2,741.4 200.2

Enterprise Value / Sales            FY 2006E $ 3,172.8 0.8 x 0.9 x 0.1 x

FY 2007E 3,327.4 0.8 0.8 0.1

Enterprise Value / EBITDA            FY 2006E $ 494.6 5.1 x 5.5 x 0.4 x

FY 2007E 505.5 5.0 5.4 0.4

Enterprise Value / EBIT            FY 2006E $ 262.9 9.7 x 10.4 x 0.8 x

FY 2007E 267.8 9.5 10.2 0.7

Price / EPS            FY 2006E $ 1.98 14.7 x 16.0 x 1.3 x

FY 2007E 2.08 14.0 15.2 1.2

Source: Silver projections as per Silver Management Financial Plan
(1) Silver weighted average prices are for the periods ending November 3, 2006

(2) Assumes 75.1 million basic shares outstanding as of 31 December 2006. Assumes exercise of 3.4 million options outstanding with a weighted average strike price of $19.78. (Source: Silver Management) (3) Assumes net debt of $332.1 million as of 31 December 2006 as per Silver Management.

Summary of JM Proposal 7

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Average Acquisition Premia¹

35% 29% 27% 26% 26% 25% 2001 2002 2003 2004 2005 2006

Number in Sample 159 72 100 142 193 255

Source: Thomson Financial Securities Data ¹Premium is relative to target share price 4 weeks prior to announcement for deals with U.S. targets valued over $250 million. Summary of JM Proposal 8

Highly Confidential II. Public Market Perspective Public Market Perspective 9

Highly Confidential

Public Market Perspective
Silver Performance Since November 3, 2006 (US$  per share)

$ 33 $ 32 JM Final Offer: $ 31.55 $ 31 $ 30 JM Initial Offer: $ 29.00 $ 29 $ 28 Price (USD) $ 27 $27.05 $ 26 Closing $ 25 $ 24 $ 23 $ 22 $ 21 $ 20 3-Nov-2006 13-Nov-2006 23-Nov-2006 3-Dec-2006 13-Dec-2006 23-Dec-2006 2-Jan-2007 12-Jan-2007 Silver Share Price Source: Facset

Public Market Perspective 10

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Public Market Perspective
Truckload Sectors P/E Trading Multiples Over Time

Next Full Fiscal Year P/E Multiple over Time 5 Year 3 Year 1 Year Median            High            Low            Median             High            Low            Median              High            Low

Silver 14.2x 32.5x 9.4x 13.1x 17.6x 9.4x 12.9x 16.7x 9.4x Silver Rank (Out of 7 peers) 7 NM 5 6 NM 5 7 NM 7 Covenant 15.8x 35.6x 8.2x 16.3x 35.6x 8.2x 18.3x 35.6x 15.0x Heartland Express 19.8 26.0 15.5 19.1 24.9 15.5 18.1 21.5 15.5

J.B. Hunt 15.6 31.5 11.3 14.9 19.4 11.5 13.6 17.8 11.5

Knight Transport 21.1 28.3 16.0 19.8 26.6 16.0 18.7 25.3 16.0

U.S. Xpress 14.4 46.9 7.0 13.0 21.9 7.1 13.6 18.4 9.6

Werner 15.3 24.0 11.4 13.8 18.1 11.4 13.0 16.4 11.4

Median 15.6x 31.5x 11.3x 14.9x 21.9x 11.4x 13.6x 18.4x 11.5x Current P/E CY2006E P/E

19.6x 18.2x 16.0x 15.3x 14.6x 11.8x 11.7x NM Knight            Heartland            Silver JM Proposal            J.B. Hunt            Werner            U.S. Xpress            Silver Undisturbed            Covenant Mgmt ¹ IBES ² CY2007E P/E

16.4x 16.3x 15.2x 12.8x 12.8x 11.6x 10.0x 25.2x Covenant            Knight            Heartland            Silver JM Proposal            J.B. Hunt            Werner            Silver Undisturbed             U.S. Xpress Mgmt ¹ IBES ² Source: Thomson, IBES and Factset ¹ Silver’s P/E multiples calculated using the $31.55 per share JM proposal and PE estimates based on Silver Management Plan.

² Based on Silver share price of $24.05, immediately prior to offer (November 3, 2006) and PE estimates based on IBES consensus estimates.

Public Market Perspective 11

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Public Market Perspective
Truckload Sectors EV / EBITDA Trading Multiples Over Time

Current Fiscal Year EV/EBITDA Multiple over Time 5 Year 3 Year 1 Year Median            High            Low            Median            High            Low            Median              High            Low

Silver 5.9x 8.8x 4.3x 5.3x 7.6x 4.3x 5.0x 6.4x 4.3x Silver Rank (Out of 7 peers) 4 3 4 5 6 4 5 5 5 Covenant 4.3x 7.7x 2.6x 4.3x 7.7x 2.6x 4.4x 7.7x 3.7x Heartland Express 9.5 13.9 6.5 8.7 12.0 6.5 7.8 10.1 6.5

J.B. Hunt 6.2 8.1 4.3 6.5 8.1 5.3 6.2 7.8 5.3

Knight Transport 9.7 12.4 7.4 8.9 12.4 7.4 8.5 11.8 7.4

U.S. Xpress 5.1 8.2 3.6 5.5 8.2 3.6 5.4 7.3 4.8

Werner 5.1 6.4 3.8 4.5 6.0 3.8 4.1 5.4 3.8

Median 5.9x 8.2x 4.3x 5.5x 8.1x 4.3x 5.4x 7.7x 4.8x Current EV/EBITDA Multiples CY2006E EV/EBITDA

7.8x 7.1x 6.7x 6.7x 5.5x 4.5x 4.4x 4.2x Knight            Heartland            J.B. Hunt            Covenant            Silver JM Proposal            U.S. Xpress            Silver Undisturbed            Werner Mgmt ¹ IBES ² CY2007E EV/EBITDA

6.6x 6.5x 6.4x 6.1x 5.4x 4.4x 4.0x 3.8x Knight            Covenant            Heartland            J.B. Hunt            Silver JM Proposal            Silver Undisturbed            U.S. Xpress            Werner Mgmt ¹ IBES ² Source: Thomson, IBES and Factset ¹Silver’s multiples calculated using the $31.55 per share JM proposal and EBITDA estimates as per Silver Management Plan. ²Based on Silver share price of $24.05, immediately prior to offer (November 3, 2006) and IBES consensus estimates. Public Market Perspective 12

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Public Market Perspective
Change in EBITDA Estimates (US$ in millions)

03-Nov-2006 Current 2007E EBITDA 2007E EBITDA            EBITDA Estimate Company            Estimate            Estimate            Change

Silver $525 $505 (3.8)% TruckLoad

Covenant 56 49 (12.2)% Heartland 183 180 (1.5)% J.B. Hunt 602 591 (1.7)% Knight 214 213 (0.6)% U.S. Xpress 137 133 (3.4)% Werner 359 355 (1.4)% Median ¹ (1.6)% Mean ^{1 (3.5)%} Source: IBES and Factset ¹Mean and Median excludes Silver. Public Market Perspective 13

Highly Confidential

Changes in Silver Estimates
Change in Management Estimates for Q4 2006E and Q1 2007E (US$ in millions, except per share data)

Year over Year Change Prior Estimate vs. Actual / Current Estimate Q4 Analysis Management As of Nov. 3rd Q4 2005A Q4 2006A Variance Q4 2006E Q4 2006A Variance

EBITDA$123.5 $110.0 (10.9)% $126.4 $110.0 (13.0)% EPS $0.52 $0.41 (21.2)% $0.51 $0.41 (19.6)% Q1 Analysis Management            Management            Management As of Jan. 18thAs of Nov. 3rd            As of Jan. 18th Q1 2006A            Q1 2007E            Variance            Q1 2007E            Q1 2007E            Variance EBITDA$117.1 $87.2 (25.5)% $101.4 $87.2 (14.0)% EPS $0.45 $0.22 (51.1)% $0.34 $0.2 (35.3)% Source: Factset; IBES Public Market Perspective 14

Highly Confidential

III. Review of Silver Management Financial Plan

Review of Silver Management Financial Plan 15

Highly Confidential

Review of Silver Management Financial Plan Summary Financial Projections (US$ in millions, except per share amounts)

06E-11E Fiscal Year Ended Dec. 31 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E            CAGR Operating Revenues $ $2,397.7 $ $2,826.2 $ $3,197.5 $ $3,172.8 $ $3,327.4 $ $3,693.2 $ $4,076.1 $ $4,506.1 $ $4,964.0 9.4%

% Growth 17.9% 13.1% (0.8)% 4.9% 11.0% 10.4% 10.5% 10.2% EBITDA ¹ $ 291.6 $ $ 364.4 $ 406.6 $ $ 494.6 $ 505.5 $ 611.7 $ $ 696.8 $ 800.0 $ 921.9 13.3%

% Margin 12.2% 12.9% 12.7% 15.6% 15.2% 16.6% 17.1% 17.8% 18.6% Rental Expense 82.4 81.4 57.7 50.9 49.1 22.6 19.3 17.0 4.8

EBITDAR ¹ $ 374.0 $ $ 445.8 $ 464.3 $ $ 545.5 $ 554.6 $ 634.3 $ $ 716.1 $ 817.0 $ 926.8 11.2%

% Margin 15.6% 15.8% 14.5% 17.2% 16.7% 17.2% 17.6% 18.1% 18.7% D&A 150.6 183.8 199.8 231.6 237.7 271.6 304.6 320.7 341.9

% Sales 6.3% 6.5% 6.2% 7.3% 7.1% 7.4% 7.5% 7.1% 6.9% EBIT ¹ $ 141.0 $ $ 180.6 $ 206.8 $ $ 262.9 $ 267.8 $ 340.1 $ $ 392.2 $ 479.3 $ 580.1 17.1% Operating Ratio ¹ 94.1% 93.6% 93.5% 91.7% 92.0% 90.8% 90.4% 89.4% 88.3%

Interest Expense (net) 15.4 18.0 28.2 23.7 11.4 11.6 10.1 2.7 (1.4)

Net Income ¹ 79.4 103.5 108.7 149.2 158.4 202.5 235.3 293.2 357.3 19.1% % Sales 3.3% 3.7% 3.4% 4.7% 4.8% 5.5% 5.8% 6.5% 7.2% EPS (diluted)¹ $ 0.94 $ 1.29 $1.47 $ 1.96 $ 2.08 $ 2.65 $ 3.06 $ 3.80 $ 4.62 18.7%

% Growth 37.3% 14.1% 33.3% 5.9% 27.4% 15.7% 24.1% 21.4% Reported EPS (diluted) $1.37 $ 1.98

Wall Street Median EPS Estimates ² $ 2.00 $ 1.93 $ 2.28

% Variance vs. Wall Street Estimates (1.1)% 7.7% 16.1% Capex Net Proceeds from Asset Sales 222.8 323.8 386.8 139.2 322.9 508.8 418.8 443.5 479.9

% Sales 9.3% 11.5% 12.1% 4.4% 9.7% 13.8% 10.3% 9.8% 9.7% Change in Working Capital 1.0 (13.9) (46.9) 7.1 (1.8) 0.1 (3.2) (3.6) (3.9)

Deferred Taxes 30.6 21.6 3.7 (3.6) (9.0) 0.0 0.0 0.0 0.0

Levered Cash Flow $ 36.7 $ (1.0) $(27.7) $ $ 230.9 $ 65.9 $ (34.8) $ $ 124.4 $ 174.0 $ 223.2

Note: Silver Management Financial plan assumptions are located in the appendix Source: Silver projections as per Silver Management Financial Plan

¹ Excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives.

²Source: IBES. Review of Silver Management Financial Plan 16

Highly Confidential

Silver Management Financial Plan Analysis
Illustrative Future Share Price Analysis (US$ in millions, except per share amounts)

Illustrative Future Silver Share Price 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management Financial Plan EPS             Silver Management Financial Plan EBITDA ^{1 2} $ 2.08 $ 2.65 $ 3.06 $ 3.80 $ 4.62 $505.5 $611.7 $696.8 $800.0 $921.9

10.0 x $ $20.78 $ $26.47 $ $30.64 $ $38.03 $ $46.17 4.0 x $23.68 $28.84 $34.90 $42.47 $51.72

11.0 x 22.86 29.12 33.71 41.83 50.79 4.4 x 26.34 32.03 38.53 46.62 56.49

Trailing Forward 11.6 x 24.11 30.71 35.55 44.11 53.56 4.5 x 27.00 32.83 39.44 47.66 57.68

EBITDA P/E 12.0 x 24.94 31.77 36.77 45.63 55.41 5.0 x 30.32 36.83 43.97 52.85 63.63

Multiple Multiple 13.0 x 27.02 34.42 39.84 49.43 60.02 5.5 x 33.63 40.83 48.51 58.04 69.59

14.0 x 29.10 37.06 42.90 53.24 64.64 6.0 x 36.95 44.83 53.05 63.23 75.55

15.0 x 31.18 39.71 45.97 57.04 69.26

Present Value of Illustrative Future Silver Share Price ³ 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management Financial Plan EPS            Silver Management Financial Plan EBITDA ² $ 2.08 $ 2.65 $ 3.06 $ 3.80 $ 4.62 $505.5 $611.7 $696.8 $800.0 $921.9 10.0 x $ $20.78 $ $23.64 $ $24.43 $ $27.07 $ $29.34 4.0 x $21.14 $22.99 $24.84 $26.99 $29.35

11.0 x 22.86 26.00 26.87 29.77 32.28 4.4 x 23.51 25.54 27.42 29.63 32.05

Trailing Forward 11.6 x 24.11 27.42 28.34 31.40 34.04 4.5 x 24.11 26.17 28.07 30.29 32.73

EBITDA P/E 12.0 x 24.94 28.37 29.31 32.48 35.21 5.0 x 27.07 29.36 31.30 33.59 36.11

Multiple Multiple 13.0 x 27.02 30.73 31.76 35.19 38.15 5.5 x 30.03 32.55 34.53 36.89 39.49

14.0 x 29.10 33.09 34.20 37.89 41.08 6.0 x 32.99 35.74 37.76 40.18 42.87

15.0 x 31.18 35.46 36.64 40.60 44.02

Source: Projections as per Silver Management Financial Plan
Note: Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹ Future share price calculated as the implied enterprise value less the net debt projected for that year by Silver Management Financial Plan, divided by the projected shares outstanding in that year.

² EBITDA excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives.

³ Assumes a 12% equity discount rate. ⁴ Implied present value of future share price for 2008E-2011E based off of EPS for each year discounted back to December 31, 2006. Review of Silver Management Financial Plan 17

Highly Confidential

Wall Street Consensus Analysis
Illustrative Future Share Price Analysis (US$  per share)

Illustrative Future Silver Share Price Revenue Growth 2007E 2008E 05-06E 06E-07E 07E-08E 06E-08E

Wall Street Consensus EPS            Silver Management Financial Plan (0.8)% 4.9% 11.0% 7.9% $ 1.93 $ 2.28 Silver Wall Street Consensus 1.2% 3.7% 2.9% 3.3% 10.0 x $19.30 $ $22.80 Truckload 11.0 x 21.23 25.08 Covenant 6.3% 4.2% 1.7% 3.0% Forward 11.6 x 22.39 26.45 Heartland 9.4% 8.2% 11.5% 3.0% P/E 12.0 x 23.16 27.36 J.B. Hunt 8.3% 6.3% 5.7% 6.0% Multiple 13.0 x 25.09 29.64 Knight 19.1% 13.6% 13.3% 13.4% 14.0 x 27.02 31.92 Werner 6.9% 5.3% 5.8% 5.5% 15.0 x 28.95 34.20 U.S. Xpress 28.2% 8.0% 5.3% 6.6%

Median 8.9% 7.2% 5.8% 5.8% Present Value of Illustrative Future Silver Share Price ¹ EPS Growth 05-06E 06E-07E 07E-08E 06E-08E 2007E 2008E

Silver Management Financial Plan 33.3% 5.9% 27.4% 16.1% Wall Street Consensus EPS ² Silver Wall Street Consensus 39.8% 0.7% 20.8% 10.3% $ 1.93 $ 2.28 Truckload 10.0 x $19.30 $ $20.36 Covenant (70.0)% 254.2% 43.5% 125.5% 11.0 x 21.23 22.39 Heartland 25.0% 1.1% 10.9% 5.9% Forward 11.6 x 22.39 23.61 J.B. Hunt 6.5% 8.8% 18.8% 13.7% P/E 12.0 x 23.16 24.43 Knight 19.7% 17.6% 19.0% 18.3% Multiple 13.0 x 25.09 26.46 Werner 4.9% 6.3% 10.3% 8.3% 14.0 x 27.02 28.50 U.S. Xpress 102.9% 21.0% 24.0% 22.5% 15.0 x 28.95 30.54 Median 13.1% 13.2% 18.9% ^16.0%

Source: Silver projections as per Silver Management Financial Plan; Wall Street consensus as per IBES
Note: Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹ Assumes a 12% equity discount rate. ² Implied 2008E present value of future share price based off of future share price for 2008E discounted back to December 31, 2006. Review of Silver Management Financial Plan 18

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Silver Management Financial Plan Analysis
Illustrative Present Value of Future Share Price Sensitivity Analysis¹ (US$  per share)

Present Value of Illustrative Future Silver Share Price ¹ Assumes Annual Revenue Growth Decreases by 100 bps in Each Year Relative to Silver            Assumes Annual Operating Ratio Increases by 100 bps in Each Year Relative to Silver Management Financial Plan            Management Financial Plan 200 200 200 2010E 201 200 2008E 2009E 201 201 7E 8E 9E 1E 7E 0E 1E Sensitivity to Silver Management Financial Plan EPS ² Sensitivity to Silver Management Financial Plan EPS ² $ 2.06 $ 2.60 $ 2.98 $3.67 $ 4.41 $ 1.81 $ 2.35 $ 2.74 $ 3.44 $ 4.22

10.0 x $ $20.58 $ $23.19 $ $23.75 $ 26.09 $ $28.03 10.0 x $ $18.11 $ $21.00 $ $21.84 $ $24.52 $ $26.85

11.0 x 22.64 25.51 26.12 28.70 30.84 11.0 x 19.92 23.10 24.02 26.97 29.53

11.6 x 23.87 26.90 27.55 30.26 32.52 11.6 x 21.01 24.36 25.33 28.44 31.14

Forward            Forward P/E P/E Multiple 12.0 x 24.70 27.83 28.50 31.30 33.64 Multiple 12.0 x 21.73 25.20 26.21 29.42 32.22

13.0 x 26.75 30.15 30.87 33.91 36.45 13.0 x 23.55 27.30 28.39 31.88 34.90

14.0 x 28.81 32.47 33.25 36.52 39.25 14.0 x 25.36 29.40 30.57 34.33 37.59

15.0 x 30.87 34.78 35.62 39.13 42.05 15.0 x 27.17 31.50 32.76 36.78 40.27

Assumes Annual Revenue Growth Decreases by 100 bps and Operating Ratio Increases by 100 bps in Each Year Relative to Silver Management Financial Plan 200 200 200 2010E 201 7E 8E 9E 1E Sensitivity to Silver Management Financial Plan EPS ² $ 1.79 $ 2.31 $ 2.66 $3.32 $ 4.04 10.0 x $ $17.93 $ $20.60 $ $21.23 $ 23.63 $ $25.65

11.0 x 19.73 22.66 23.35 26.00 28.22

11.6 x 20.80 23.90 24.62 27.41 29.76

Forward P/E Multiple 12.0 x 21.52 24.72 25.47 28.36 30.78

13.0 x 23.31 26.78 27.60 30.72 33.35

14.0 x 25.11 28.84 29.72 33.09 35.91

15.0 x 26.90 30.90 31.84 35.45 38.48

Source: Underlying Silver projections as per Silver Management Financial Plan
Note: Increases/Decreases in each year are not cumulative; Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹ Assumes a 12% equity discount rate.

² Implied present value of future share price for 2008E-2011E based off of future share price for each year discounted back to December 31, 2006.

Review of Silver Management Financial Plan 19

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flows (US$ in millions)

2006E 2007E 2008E 2009E 2010E 2011E

Revenue $ $3,173 $ $3,327 $ $3,693 $ $4,076 $ $4,506 $4,964

EBITDA $ 495 $ $ 506 $ 612 $ 697 $ 800 $ 922

EBIT 263 268 340 392 479 580

Unlevered Net Income 161 164 208 240 293 355

+Depreciation & Amortization 232 238 272 305 321 342

- Capex 139 323 509 419 443 480

- Increase / (Decrease) in NWC 27 (2) 0 (3) (4) (4)

+ Increase in Deferred Taxes (4) (9) 0 0 0 0

Unlevered Free Cash Flow $ 223 $ 71 $ (29) $ 129 $ 174 ^{$ 221}

Source: Projections as per Silver Management Financial Plan

Review of Silver Management Financial Plan 20

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flow Analysis (US$  per share)

Key Assumptions Equity Value Per Share ¹

Projections are per Silver Management Financial Plan Perpetuity Growth Rate

Unlevered free cash flows discounted back to 2.5 % 3.0 % 3.5 % 4.0 % 4.5 % December 31, 2006 11.0% $ 22.95 $ 24.39 $ 26.02 $ 27.88 $ 30.02

Rate 10.5% 24.82 26.47 28.36 30.54 33.08

Unlevered free cash flow defined as: Discount 10.0% 26.93 28.85 31.07 33.65 36.70

+ Unlevered Net Income 9.5% 29.36 31.61 34.23 37.33 41.06

9.0% 32.16 34.82 37.98 41.76 46.38

+ Depreciation and Amortization — Capital Expenditures            Implied Terminal Multiples of 2011E EBITDA — Increases in Working Capital Perpetuity Growth Rate

+ Increase in deferred taxes 2.5 % 3.0 % 3.5 % 4.0 % 4.5 % = Unlevered Free Cash Flow 11.0% 3.0 x 3.2 x 3.5 x 3.7 x 4.1 x Rate 10.5% 3.2 x 3.5 x 3.7 x 4.0 x 4.4 x

Terminal value is based on a perpetuity growth rate of            Discount 10.0% 3.4 x 3.7 x 4.0 x 4.4 x 4.8 x

free cash flow in 2011E 9.5% 3.7 x 4.0 x 4.3 x 4.7 x 5.2 x

Marginal tax rate of 38.8% 9.0% 3.9 x 4.3 x 4.7 x 5.2 x 5.8 x Source: Projections as per Silver Management Financial Plan ¹ Assumes net debt of $332.1 and 75.1 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan. Review of Silver Management Financial Plan 21

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flow Sensitivity Analysis (US$  per share)

Implied Equity Value Per Share ^{1 2} Change in Each Year’s Sales Growth vs. Silver Management Financial Plan (3.0)% (2.0)% (1.0)% 0.0 % 1.0 % 2.0 % 3.0 %

Plan 3.0% $12.61 $13.40 $14.22 $ 15.07 $ 15.95 $ 16.86 $ 17.81

2.0% 17.47 18.47 19.50 20.54 21.60 22.71 23.85

Financial 1.0% 22.21 23.37 24.56 25.80 27.09 28.42 29.80

0.0% 26.85 28.21 29.61 31.07 32.57 34.14 35.75

^{Ratio vs. Silver}

Management

^{in Each Year’s}

Operating Change (1.0)% 31.49 33.05 34.66 36.33 38.06 39.85 41.70

(2.0)% 36.14 37.89 39.71 41.59 43.55 45.57 47.66

(3.0)% 40.78 42.73 44.76 46.86 49.03 51.28 53.61

Source: Projections as per Silver Management Financial Plan ¹ Assumes net debt of $332.1 and 75.1 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan. ² Assumes a discount rate of 10.0% and a perpetuity growth rate of 3.0%. Review of Silver Management Financial Plan 22

Highly Confidential

Summary of Precedent Selected Trucking Transactions
(US$ in millions)

Median            LTL            TL             Both LTL 6.2x TL 4.8x ALL 6.1x 7.4 x 7.3 x 6.0 x 6.4 x 6.1 x 5.9 x 5.7 x Enterprise Value / LTM EBITDA 3.9 x Announced 26-May-2006 27-Oct-2005 15-May-2005 27-Feb-2005 08-Jul-2003 21-Aug-2001 12-Dec-2000 12-Nov-2000 Date Target            Watkins Motor Lines            Transport Corporation            Overnite            USF            Roadway            Arnold Industrie s            M.S.Carriers            American Freightways Buyer            FedEx            Goldner Hawn            United Parcel Service            Yellow            Yellow            Roadway             Swift            FedEx Value $ 780 $ 113 $1,276 $1,468 $1,113 $503 $ 678 $1,212 Premium¹ – 25.0% 46.2% 22.3% 59.9% – 52.5% 71.8%

Source: Company filings ¹Premium based on stock price 1 day prior to announcement. Supporting Materials 23

Highly Confidential

Appendix A: Supporting Materials

Supporting Materials 24

Highly Confidential

Review of Silver Management Financial Plan
2007E-2011E Plan Assumptions

Assumes GDP growth of 2.0% in 2007 and 3.0% in the years thereafter 4% — 5% year over year fleet growth —Assumes 100% of new equipment purchased rather than leased Approximately 1% year over year loaded utilization improvement

Approximately $0.05 year over year revenue per loaded mile (RPLM) improvement (3% — 3.3%)

20 basis point deadhead improvement in 2008E – 2009E; another 20 basis point improvement in 2010E – 2011E

$ 110 million carrier revenue annual growth ($100mm = Intermodal; $10mm = Brokerage)

$ 0.015/RPLM driver wage increase in 2008E – 2009E; $0.02/RPLM increase in 2011E

$0.02/RPLM owner/operator wage increase in 2008E – 2011E Fuel impact neutral to 2006E and miles per gallon flat to 2006E

5.7% — 5.8% insurance as a percent of Net Revenue (excl. fuel surcharge and carrier revenue)

Impairment charges for freightline tradeback units are included No impact from derivative instruments included

Source: Silver Management Financial Plan

Supporting Materials 25

Highly Confidential

Review of Silver Management Financial Plan
Summary Credit Statistics (US$ in millions)

Capital Structure 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E Cash $ 19.1 $ 28.2 $ 13.1 $ $ 47.9 $ $ 37.2 $ $ 23.9 $ $ 57.8 $ $ 104.2 $315.1 Total Debt $383.4 $605.8 $609.0 $ $ 380.0 $ $ 255.0 $ $ 265.0 $ $ 165.0 $ $ 30.0 $0.0 Net Debt 364.4 577.6 595.9 332.1 217.8 241.1 107.2 (74.2) (315.1) Stockholders Equity 844.6 738.3 870.0 1,025.8 1,201.9 1,410.4 1,651.7 1,950.9 2,314.2 Credit Statistics Total Debt/EBITDA 1.3 x 1.7 x 1.5 x 0.8 x 0.5 x 0.4 x 0.2 x 0.0 x 0.0 x EBITDA/Interest Expense 18.9 x 20.2 x 14.4 x 20.8 x 44.3 x 52.9 x 69.1 x            NM            NM (EBITDA-Capex)/Interest 4.5 x 2.3 x 0.7 x 15.0 x 16.0 x 8.9 x 27.6 x            NM            NM Total Debt/Capitalization 31% 45% 41% 27% 18% 16% 9% 2% 0% FFO/Total Debt ¹ 60% 47% 51% 100% 155% 179% 327% NM            NM FCF/Total Debt ² 10% (0)% (5)% 61% 26% (13)% 75% NM            NM Adj. Total Debt ³ $ 685.6 $ 549.6 $ 400.8 $ 280.5 $ 131.9 $ 29.0 Adj. Total Debt/EBITDAR ³ 1.3 x 1.0 x 0.6 x 0.4 x 0.2 x 0.0 x Adj. Total Debt/Capitalization ³ 40% 31% 22% 15% 6% 1%

Source: Silver projections as per Silver Management Financial Plan ¹FFO defined as Net Income plus depreciation and amortization. ²FCF defined as FFO less capex, changes in working capital and deferred taxes. ³Credit statistics adjusted for operating leases using a 6.0x multiple of annual rent expense. Supporting Materials 26

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Weighted Average Cost of Capital Analysis

Comparable Peers (1) Company            Asset            Bloomberg Symbol            Beta (2) Adj. Beta            D/E (1-T) Assumptions JBHT 1.238 1.320 10.7% 61.5% Risk Premium (3) 5.50% WERN 1.235 1.240 0.7 60.8 Risk Free Rate (4) 4.74% HTLD 1.360 1.360 0.0 64.6 Tax Rate 38.8%

KNX 1.510 1.510 0.0 65.0

XPRSA 0.804 1.430 119.8 65.0

CVTI 0.741 1.220 99.4 65.0

Mean 1.148 38.4% 63.7% Weighted Average Cost of Capital (6) Cost of Equity Calculation            Pre-tax Cost of Debt Levered            Cost of D/(D/E) Beta            E/(D+E) Equity (5) 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0%

0.0

% 1.148 100.0% 11.1% 0.0% 11.1 11.1 11.1 11.1 11.1 11.1 11.1 11.1 11.1

5.0 1.185 95.0 11.3% Equity) 5.0 10.8 10.9 10.9 10.9 10.9 10.9 10.9 11.0 11.0

10.0 1.226 90.0 11.5% 10.0 10.6 10.7 10.7 10.7 10.8 10.8 10.8 10.9 10.9

15.0 1.272 85.0 11.7% 15.0 10.4 10.5 10.5 10.6 10.6 10.7 10.7 10.8 10.8

20.0 1.324 80.0 12.0% 20.0 10.2 10.3 10.4 10.4 10.5 10.5 10.6 10.7 10.7

25.0 1.382 75.0 12.3% 25.0 10.0 10.1 10.2 10.3 10.3 10.4 10.5 10.6 10.6

30.0 1.449 70.0 12.7% 30.0 9.8 9.9 10.0 10.1 10.2 10.3 10.4 10.5 10.5

35.0 1.526 65.0 13.1% 35.0 9.6 9.7 9.8 9.9 10.0 10.1 10.3 10.4 10.5

40.0 1.616 60.0 13.6% Debt / (Debt + 40.0 9.4 9.5 9.6 9.8 9.9 10.0 10.1 10.3 10.4

45.0 1.723 55.0 14.2% 45.0 9.2 9.3 9.5 9.6 9.7 9.9 10.0 10.2 10.3

50.0 1.851 50.0 14.9% 50.0 9.0 9.1 9.3 9.4 9.6 9.8 9.9 10.1 10.2

Source: Bloomberg and public filings (1) As of January 18, 2007. (2) Calculation to unlever beta: ßa = ße/(1+(1-T)*(D/E)). (3) Based on Ibbotson historical, empirical analysis. (4) Based on 10-Year Treasury yield as of January 18, 2007. (5) Cost of equity calculation: ke = Rf + ßa(1 + (1-T) (D/E)) (Rm — Rf) +Ps or Rf + ße (D/E)) (Rm — Rf) + Ps. Assume Ps = 0. (6) WACC calculation: kd (1-T) (D/(D+E)) + ke (E/(D+E)).

Supporting Materials 27

Highly Confidential

Comparison of Selected Trucking Companies
($ in millions, except per share amounts)

Enterprise Closing      % of 52 Equity            Value Multiples (2) Calendarized 5-Year Price            Week            Market            Enterprise            EBITDA            P/E Multiples (2) EPS            LTM Margins             Dividend Company 18-Jan-2007 High            Cap            Value            LTM 2007 2008 2007 2008 CAGR (2) EBITDA            EBIT            Yield

Silver at $31.55 Offer Price $ 31.55 94 % $ 2,409 $ 2,742 5.4 x 5.4 x 4.8 x 16.3 x 13.8 x 12.9 % 15.7 % 9.0 % 0.0 % Silver $ 27.05 80 % $ 2,051 $ 2,383 4.7 x 4.7 x 4.2 x 14.0 x 11.9 x 12.9 % 15.7 % 9.0 % 0.0 % Truckload

Covenant Transport 12.11 75 170 330 6.0 6.7 6.5 48.4 25.2 9.0 8.2 2.5 0.0

Heartland Express 16.29 85 1,601 1,279 8.1 7.1 6.4 18.2 16.3 10.0 27.9 19.9 0.5

Hunt (JB) Transport 23.88 92 3,585 3,946 7.1 6.7 6.1 15.3 12.8 15.0 16.7 11.4 1.3

Knight Transportation 19.04 87 1,669 1,651 9.4 7.8 6.6 19.6 16.4 20.0 27.0 17.9 0.4

U.S. Xpress Enterprises 17.51 63 271 600 5.2 4.5 4.0 11.8 10.0 20.5 8.3 4.0 0.0

Werner Enterprises 19.14 89 1,495 1,478 4.5 4.2 3.8 14.6 12.8 10.0 15.6 7.7 0.9

High 92 % $ 3,585 $ 3,946 9.4 x 7.8 x 6.6 x 48.4 x 25.2 x 20.5 % 27.9 % 19.9 % 1.3 % Mean 82 % $ 1,465 $ 1,547 6.7 x 6.2 x 5.6 x 21.3 x 15.6 x 14.1 % 17.3 % 10.6 % 0.5 % Median 86 % $ 1,548 $ 1,378 6.5 x 6.7 x 6.3 x 16.8 x 14.6 x 12.5 % 16.1 % 9.5 % 0.5 % Low 63 % $ 170 $ 330 4.5 x 4.2 x 3.8 x 11.8 x 10.0 x 9.0 % 8.2 % 2.5 % 0.0 % (1) Source: Latest publicly            Equity Market Cap available financial            based on diluted statements. shares outstanding. (2) Sources: LTM numbers are            Projected sales, All projected based upon the            EBITDA, EBIT, and            estimates have been latest publicly            EPS source: IBES            calendarized to available financial            median estimates. December. statements.

Supporting Materials 28

EX-99.(C)(3)

EXHIBIT (c)(3)

Highly Confidential

Discussion Materials Silver Special Committee

Goldman, Sachs & Co. November 26, 2006

Highly Confidential

Table of Contents I. Public Market Perspective II. Review of Silver Management Financial Plan III. Analysis of Potential Third Party Strategic & Financial Buyer Interest IV. Leveraged Recapitalization            Appendix A: Supporting Materials

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

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I. Public Market Perspective

Public Market Perspective 3

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Public Market Perspective

Absolute Share Price Performance (Last 5 Years) (US$  per share)

$40 May-2004 3-Jul-2006 SEC launches 20-Apr-2006 All time high Silver investigation into 27-Oct-2005 Silver reports a            share price of $33.62 whether securities            JM steps down as Silver 93% increase in fraud was committed by            President & CEO. Bob            earnings for Q1 Silver CEO JM            Cunningham named new CEO 2006

$ 27.61

$30 JM Proposal: $ 29.00 Share Price (USD) $20

8-Aug-2006 Closing

JP Morgan analyst lowers his earnings estimates for Silver Silver            Weighted Average Price ¹

$10 5 Year $ 21.58

3 Year 22.20 22-Sep-2005 1 Year 25.66 JM pays $1.25mm to 06-Nov-2006 6 Month 26.96 settle federal lawsuit Silver receives an all cash 1 Month 25.73 with SEC over insider acquisition offer of $ 29.00

1 Week 24.68 trading allegations per share from JM Current 27.61

$ 0

Nov-2001 Aug-2002 Apr-2003 Dec-2003 Aug-2004 May-2005 Jan-2006 Sep-2006 Silver Share Price Source: Factset (as of November 24, 2006), press releases, Silver website ¹Weighted average prices are undisturbed as of November 3, 2006. Public Market Perspective 4

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Public Market Perspective
JM Proposal Premia Analysis

Absolute Share Price Performance Since

New Management¹ vs. Proposal            Premia Analysis – $29 Proposal

$ 40 3-Jul-2006 20,000

All time high Silver share            Current (Nov-24-06) 5.0% price of $ 33.62 $27.61

18,000

$ 35

16,000

52 Week High (Jul-3-06) (13.7)% $ 30 JM Proposal: $ 29.00 $33.62

14,000

$ 25 51.8% 52 Week Low (Dec-8-05) 12,000

$19.11

Volume Price (USD) $ 20 10,000

Closing 20.6% (000) 1 Day Prior (Nov-3-06)

$24.05

8,000

$ 15

1 Month Weighted Avg. 12.7% 6,000

$25.73

$ 10

4,000

3 Month Weighted Avg. 17.3% $ 5

2,000 $24.72

$ 0 0 6 Month Weighted Avg. 7.6% Nov-2005 Jan-2006 Apr-2006 Jul-2006 Oct-2006 $26.96

Volume            Silver Share Price Source: Factset Note: Silver weighted average prices are undisturbed as of November 3, 2006 ¹On October 27, 2005, JM announced he would step down as Silver President and CEO; the Company named Bob Cunningham as his successor. Public Market Perspective 5

Highly Confidential

Review of Selected Transactions
Premia Analysis (US$ in millions)

Date            Initial Bid            Final Bid            Increase in            Ownership Pre- Cons id.

Announced             Target             Acquiror             Acq Type             Premium ^a Premium ^b Offer ^c Offer ^d ($mm)

S=Strategic F=Financial A=Affiliate 6-Nov-06 Silver            JM            A 20.6% NA            NA 27.0% $ $ 2,207

10-Nov-06 Crest Nicholson PLC            Castle Bidco Ltd            F 2.6% 2.6% 0.0% 23.3% $ $ 1,344

8-Oct-06 Cablevision Systems Corp            Investor Group            A 12.8% 12.8% 0.0% 23.1% $ $18,016

27-Sep-06 Retirement Residences REIT            PR Capital Corp            F 25.8% 25.8% 0.0% 14.1% $ $ 2,169

22-Aug-06 Burns Philp & Co Ltd            Rank Group Ltd            F 9.7% 9.7% 0.0% 57.6% $ $ 1,006

27-Jul-06 Matalan PLC            Missouri Bidco            F 13.7% 13.7% 0.0% 53.5% $ 704

16-Jul-06 McCarthy & Stone PLC            Mother Bidco Ltd            F 31.6% 37.3% 4.4% 4.7% $ $ 1,903

6-Jul-06 BorsodChem RT            First Chemical Holding            F 12.3% 12.3% 0.0% 51.4% $ 508

12-Jun-06 Houston Exploration Co            JANA Partners LLC            F 13.4% 13.4% 0.0% 11.7% $ $ 2,125

6-Jun-06 Shanghai Port Container Co Ltd            Shanghai Intl Port(Grp)Co Ltd            S 6.7% 6.7% 0.0% 70.2% $ $ 1,110

5-Jun-06 Trizec Properties Inc            Investor Group            F 17.9% 17.9% 0.0% 37.1% $ $ 4,747

26-May-06 Overseas Union Enterprise Ltd            Lippo Ppty Invest Pte Ltd            S 7.9% 7.9% 0.0% 55.0% $ 512

20-Feb-06 Tele Pizza SA            Foodco Pastries            A 20.7% 79.9% 49.3% 20.5% $ 796

28-Oct-05 Hudsons Bay Co            Maple Leaf Heritage Invest            F 18.9% 23.0% 3.4% 18.4% $ $ 1,338

7-Jul-05 PHS Group PLC            Norfolk Acquisition Ltd            F 10.3% 10.3% 0.0% 0.7% $ $ 1,279

12-Jun-05 HeidelbergCement AG            Spohn Cement GmbH            S 19.4% 19.4% 0.0% 16.6% $ $ 3,341

3-Jun-05 Acxiom Corp            ValueAct Capital Partners LP            F 24.5% 35.3% 8.7% 8.9% $ $ 2,588

12-May-05 Manchester United PLC            Red Football Ltd            S 13.2% 13.2% 0.0% 56.8% $ 646

7-Mar-05 Insight Communications Co Inc            Investor Group            A 10.5% 21.4% 9.8% 13.3% $ $ 3,275

15-Feb-05 Circuit City Stores Inc            Highfields Capital Mgmt LP            F 19.5% 19.5% 0.0% 6.4% $ $ 2,405

13-Dec-04 Rexel SA            Ray Acquisition Sca            F 1.3% 1.3% 0.0% 73.5% $ 928

2-Aug-04 Cox Communications Inc            Cox Enterprises Inc            S 16.0% 26.0% 8.6% 61.4% $ $ 8,390

22-Mar-04 US Oncology Inc            Welsh Carson Anderson & Stowe            F 18.5% 18.5% 0.0% 13.0% $ $ 1,282

20-Feb-04 Vivarte SA            PAI Partners SA            F 15.0% 15.0% 0.0% 55.4% $ 662

23-Sep-02 Dole Food Co Inc            David H Murdock            A 20.5% 36.8% 13.6% 22.9% $ $ 1,919

10-Jul-01 Royal Canin SA(Guyomarc’h SA) Masterfoods Holding SA            S 18.7% 18.7% 0.0% 27.9% $ $ 1,051

6-Jun-01 Liberty Financial Cos Inc            Liberty Mutual Insurance Co            S 24.8% 24.8% 0.0% 65.6% $ 536

15-Jan-01 Van Melle NV            Perfetti SpA            S 71.9% 71.9% 0.0% 37.0% $ 633

2-May-00 Labinal            SNECMA            S 11.1% 11.1% 0.0% 49.4% $ 953

High 71.9% 79.9% 49.3% 73.5% Mean 17.5% 21.6% 3.5% 33.9% Median 15.5% 18.2% 0.0% 25.6% Low 1.3% 1.3% 0.0% 0.7%

Source: SDC (a) Initial premium compares the initial bid per share to the target’s last published closing price per share prior to the initial deal announcement. (b) Final bid to premium compares the final bid per share to the target’s last published closing price per share prior to the initial deal announcement. (c) Percent increases in offer compares the final bid per share to the initial bid per share. (d) 100% owned after transaction.

Public Market Perspective 6

Highly Confidential

Public Market Perspective
Shares Traded Analysis Since November 6^th (US$  per share)

Shares Traded            Cummulative Date            Share Price            That Day (mm) Shares Traded      % of Float

6-Nov-06 $29.84 16.4 16.4 36.4%

7-Nov-06 29.43 6.2 22.6 50.0%

8-Nov-06 28.94 3.4 26.0 57.5%

9-Nov-06 27.93 3.3 29.3 64.7%

10-Nov-06 27.70 1.7 31.0 68.5%

13-Nov-06 27.50 0.9 31.8 70.4%

14-Nov-06 27.95 1.2 33.1 73.1%

15-Nov-06 27.54 1.0 34.1 75.4%

16-Nov-06 27.86 0.8 34.9 77.1%

17-Nov-06 27.82 0.8 35.6 78.8%

20-Nov-06 27.49 0.7 36.4 80.5%

21-Nov-06 27.42 0.2 36.6 81.0%

22-Nov-06 27.50 0.4 37.0 81.8%

24-Nov-06 27.61 0.2 37.2 ^82.3%

Source: Factset

Public Market Perspective 7

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Public Market Perspective
Silver Relative Share Price Performance vs. Selected Companies / Composites

5 Years 3 Years

Dow Jones Transportation LTL Composite ² 144.1% 67.1% Composite Truckload Composite ¹ 134.4% Silver 38.5% Dow Jones Transportation 91.2% S&P 500 33.2% Composite Silver 31.8% Truckload Composite ¹ 33.0% S&P 500 21.8% LTL Composite ² 29.9% 1 Year 6 Months

S&P 500 11.3% Silver 35.3% Dow Jones Transportation            Dow Jones 5.4% 16.0% Transportation Composite LTL S&P 500 10.7% (0.4)% Composite ² LTL Composite ² 0.5% Silver (4.4)% Truckload Truckload Composite ¹ (1.4)% (6.8)% Composite ¹ Source: Bloomberg and Factset (as of November 24, 2006) ¹Includes Covenant Transport, Heartland Express, JB Hunt Transport, Knight Transportation, U.S. Xpress and Werner. ²Includes Arkansas Best, Central Freight, Con-Way, Old Dominion, Saia and YRC Worldwide. Public Market Perspective 8

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Public Market Perspective
Evolution of Wall Street EPS Estimate since November 2001 (US$  per share)

$ 3.00 $ 2.50 $ 2.50 2008E $ 2.00 $ 2.07 $2.06 2007E 2006E Estimate $ 1.50 $ 1.47 EPS 2005A $1.30 2004A $ 1.00 $ 0.93 $0.78 2003A 2002A $ 0.50 $ 0.45 2001A $ 0.00 Nov-2001 Nov-2002 Nov-2003 Nov-2004 Nov-2005 Nov-2006

Source: Factset (as of November 24, 2006) and IBES

Public Market Perspective 9

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Public Market Perspective
Transportation Sector

John G. Larkin, Stifel Nicolaus

November 16, 2006

“Anecdotal evidence from conversations with several truckload, less-than-truckload (LTL) and rail company representatives suggests that industry demand remains depressed during the time of year when volumes are typically the strongest.”

“Some carriers implied that competition for freight is heating up. Though pricing still appears to be rational, we would not be surprised if some carriers are experiencing a bit of downward pressure on rates in 4Q06.”

“In light of the insights we gained at the conference, we continue to believe that the long-term, capacity-constrained operating environment (in which we expect the industry to operate for the forseeable future) will provide the requisite backdrop for well-managed companies to raise rates in excess of their cost increases, to expand margins, and to benefit from industry consolidation—all of which should translate into above-market earnings growth for investors. Therefore, we suggest long-term investors should view the current environment, the relatively weak near-term outlook for industry demand, and the resulting depressed valuations across the transportation group as an opportunity to build positions in several companies that we view as long-term industry winners.” October 30, 2006

“In this fundamentally tight supply/demand environment, the trick is to provide very good service with the fleet you have rather than mediocre service with a fleet that’s growing,” Larkin says. The high-service carriers have been able to command prices that meet or even exceed rising costs. Considering the capacity constraints, that favorable pricing position should hold unless demand drops off dramatically.”

Jon A. Langenfeld, Baird
September 26, 2006

“The US’ national average for diesel fuel has fallen -15% from August 2006’s peak of $3.07/gallon and -10% quarter-to-date. The decline should benefit TL carriers and offset the drag caused by the run-up in diesel prices for the first 6 weeks of 3Q06. Importantly, diesel fuel prices at current levels and below set up nicely for 4Q06, as TL carriers suffered from the spike in fuel costs following Hurricanes Katrina and Rita in 4Q05.”

Edward Wolfe, Bear Stearns
September 15, 2006

“We suspect much of the weaker TL demand is actually resulting from an increased supply of trucks. Outside of weakened direct and in-direct demand for home building, which we estimate represents about 8% and 6.5% respectively of TL and LTL total revenue; we see few signs of a slowing freight economy. During the 4Q, the TL and LTL carriers will face very steep comparisons versus a year ago when the U.S. government spent about $300M on purchasing truck capacity in the Gulf, during the already capacity constrained strong peak shipping season.”

Source: Wall Street Research

Public Market Perspective 10

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Public Market Perspective
Truckload Sectors P/E Trading Multiples Over Time

Next Full Fiscal Year P/E Multiple over Time 5 Year 3 Year 1 Year Median            High            Low            Median            High            Low            Median              High            Low Silver 14.3x 32.5x 9.4x 13.2x 17.6x 9.4x 12.7x 16.7x 9.4x Silver Rank (Out of 7 peers) 7 NM 5 7 NM 5 7 NM 7 Covenant 15.8x 35.6x 8.2x 16.1x 35.6x 8.2x 18.3x 35.6x 15.0x Heartland Express 19.9 26.0 15.5 19.4 24.9 15.5 18.8 21.5 15.5 J.B. Hunt 15.8 31.5 11.3 15.2 19.4 11.5 14.0 17.8 11.5 Knight Transport 21.5 30.5 16.0 20.0 26.6 16.0 19.6 26.6 16.0 U.S. Xpress 14.7 48.4 7.0 13.3 21.9 7.1 14.6 18.6 10.0 Werner 15.4 24.0 11.4 14.0 18.7 11.4 13.0 16.4 11.4 Median 15.8x 31.5x 11.3x 15.2x 21.9x 11.4x 14.6x 18.6x 11.5x Current P/E CY2006E P/E 21.5x 17.7x 14.8x 14.8x 14.1x 13.1x 11.7x NM Knight            Heartland            Werner            J.B. Hunt            Silver Current ¹ U.S. Xpress            Silver Undisturbed ² Covenant CY2007E P/E 29.4x 18.3x 17.5x 13.9x 14.0x 13.6x 11.6x 10.8x Covenant            Knight            Heartland            Werner            Silver Current ¹ J.B. Hunt            Silver Undisturbed ² U.S. Xpress

Source: Thomson, IBES and Factset (as of November 24, 2006) ¹Silver’s P/E multiples calculated using the $29 per share JM proposal. ²Based on Silver share price of $24.05, immediately prior to offer (November 3, 2006). Public Market Perspective 11

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Public Market Perspective
Truckload Sectors EV / EBITDA Trading Multiples Over Time

Current Fiscal Year EV/EBITDA Multiple over Time 5 Year 3 Year 1 Year Median            High            Low            Median            High            Low            Median              High            Low

Silver 5.9x 8.8x 4.2x 5.4x 7.6x 4.2x 5.1x 6.4x 4.2x Silver Rank (Out of 7 peers) 4 3 4 5 5 4 5 5 5

Covenant 4.3x 5.7x 2.5x 4.3x 5.7x 2.5x 4.4x 5.7x 3.8x Heartland Express 9.4 14.0 6.5 8.8 11.8 6.5 8.3 9.9 6.5

J.B. Hunt 6.2 8.1 4.3 6.6 8.1 5.3 6.5 7.5 5.3

Knight Transport 9.7 12.3 7.5 9.1 12.3 7.5 8.8 12.2 7.5

U.S. Xpress 5.1 8.1 3.6 5.5 8.1 3.6 5.8 7.3 4.6

Werner 5.1 6.4 3.7 4.6 6.0 3.7 4.2 5.3 3.7

Median 5.9x 8.1x 4.2x 5.5x 8.1x 4.2x 5.8x 7.3x 4.6x Current EV/EBITDA Multiples CY2006E EV/EBITDA

8.6x 7.3x 7.1x 6.4x 5.2x 5.1x 4.4x 4.3x Knight            Heartland            Covenant            J.B. Hunt            Silver Current ¹ U.S. Xpress            Silver Undisturbed ² Werner CY2007E EV/EBITDA

7.3x 7.0x 6.1x 6.0x 5.2x 4.5x 4.4x 4.1x Knight            Heartland            Covenant            J.B. Hunt            Silver Current ¹ U.S. Xpress            Silver Undisturbed ² Werner Source: Thomson, IBES and Factset (as of November 24, 2006) ¹Silver’s multiples calculated using the $29 per share JM proposal. ²Based on Silver share price of $24.05, immediately prior to offer (November 3, 2006). Public Market Perspective 12

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II. Review of Silver Management Financial Plan

Review of Silver Management Financial Plan 13

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Review of Silver Management Financial Plan
2007E-2011E Plan Assumptions

Assumes GDP growth of 2.0% in 2007 and 3.0% in the years thereafter 4% — 5% year over year fleet growth —Assumes 100% of new equipment purchased rather than leased Approximately 1% year over year loaded utilization improvement Approximately $0.05 year over year revenue per loaded mile (RPLM) improvement (3% — 3.3%)

20 basis point deadhead improvement in 2008E – 2009E; another 20 basis point improvement in 2010E – 2011E

$ 110 million carrier revenue annual growth ($100mm = Intermodal; $10mm = Brokerage)

$ 0.015/RPLM driver wage increase in 2008E – 2009E; $0.02/RPLM increase in 2011E

$0.02/RPLM owner/operator wage increase in 2008E – 2011E Fuel impact neutral to 2006E and miles per gallon flat to 2006E

5.7% — 5.8% insurance as a percent of Net Revenue (excl. fuel surcharge and carrier revenue)

Impairment charges for freightline tradeback units are included No impact from derivative instruments included

Management intends to revise current 2006E projections downward post the November close, but will maintain 2007E through 2011E as is

Source: Silver Management Financial Plan

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Review of Silver Management Financial Plan Summary Financial Projections (US$ in millions, except per share amounts)

06E-11E Fiscal Year Ended Dec. 31 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E            CAGR Operating Revenues $ $2,397.7 $ $2,826.2 $ $3,197.5 $ $3,216.3 $ $3,369.5 $ $3,693.2 $ $4,076.1 $ $4,506.1 $ $4,964.0 9.1%

% Growth 17.9% 13.1% 0.6% 4.8% 9.6% 10.4% 10.5% 10.2% EBITDA ¹ $ 291.6 $ 364.4 $ $406.6 $ 499.2 $ $ 517.7 $ $ 611.7 $ 696.8 $ 800.0 $ 921.9 13.1%

% Margin 12.2% 12.9% 12.7% 15.5% 15.4% 16.6% 17.1% 17.8% 18.6% Rental Expense 82.4 81.4 57.7 51.5 49.1 22.6 19.3 17.0 4.8

EBITDAR ¹ $ 374.0 $ 445.8 $ $464.3 $ 550.7 $ $ 566.8 $ $ 634.3 $ 716.1 $ 817.0 $ 926.8 11.0%

% Margin 15.6% 15.8% 14.5% 17.1% 16.8% 17.2% 17.6% 18.1% 18.7% D&A 150.6 183.8 199.8 223.2 237.7 270.9 303.2 319.3 340.5

% Sales 6.3% 6.5% 6.2% 6.9% 7.1% 7.3% 7.4% 7.1% 6.9% EBIT ¹ $ 141.0 $ 180.6 $ $206.8 $ 276.0 $ $ 280.0 $ $ 340.7 $ 393.6 $ 480.8 $ 581.5 16.1% Operating Ratio ¹ 94.1% 93.6% 93.5% 91.4% 91.7% 90.8% 90.3% 89.3% 88.3%

Interest Expense (net) 15.4 18.0 28.2 25.2 11.4 11.6 10.1 2.7 (1.4)

Net Income ¹ 79.4 103.5 108.7 139.3 165.8 202.9 236.2 294.0 358.2 20.8% % Sales 3.3% 3.7% 3.4% 4.3% 4.9% 5.5% 5.8% 6.5% 7.2% EPS (diluted)¹ $ 0.94 $ 1.29 $1.47 $ 1.84 $ 2.18 $ 2.65 $ 3.08 $ 3.81 $ 4.63 20.3%

% Growth 37.3% 14.1% 24.8% 18.4% 21.9% 15.9% 24.0% 21.4% Reported EPS (diluted) $1.37 $ 2.05

Wall Street Median EPS Estimates ² $ 2.06 $ 2.07 $ 2.50

% Variance vs. Wall Street Estimates (0.6)% 5.1% 6.1% Capex Net Proceeds from Asset Sales 222.8 323.8 386.8 163.3 322.9 490.5 417.7 443.5 479.9

% Sales 9.3% 11.5% 12.1% 5.1% 9.6% 13.3% 10.2% 9.8% 9.7% Change in Working Capital 1.0 (13.9) (46.9) 4.0 0.9 0.4 (3.2) (3.6) (3.9)

Deferred Taxes 30.6 21.6 3.7 (3.3) (10.0) 0.0 0.0 0.0 0.0

Levered Cash Flow $ 36.7 $ (1.0) $(27.7) $ 192.0 $ 69.7 $ (17.0) $ 124.9 $ 173.4 $ 222.7 Source: Silver projections as per Silver Management Financial Plan ¹Excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives. ²Source: IBES. Review of Silver Management Financial Plan 15

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Review of Silver Management Financial Plan
Summary Credit Statistics (US$ in millions)

Capital Structure 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E Cash $ 19.1 $ 28.2 $ 13.1 $ $ 22.7 $ $ 26.6 $ $ 31.0 $ $ 65.5 $ $ 111.3 $ $321.6 Total Debt $383.4 $605.8 $609.0 $ $ 365.0 $ $ 255.0 $ $ 265.0 $ $ 165.0 $ $ 30.0 $0.0 Net Debt 364.4 577.6 595.9 342.3 228.4 234.0 99.5 (81.3) (321.6) Stockholders Equity 844.6 738.3 870.0 1,041.1 1,212.9 1,421.8 1,664.0 1,964.0 2,328.2 Credit Statistics Total Debt/EBITDA 1.3 x 1.7 x 1.5 x 0.7 x 0.5 x 0.4 x 0.2 x 0.0 x 0.0 x EBITDA/Interest Expense 18.9 x 20.2 x 14.4 x 19.8 x 45.3 x 52.9 x 69.1 x            NM            NM (EBITDA-Capex)/Interest 4.5 x 2.3 x 0.7 x 13.3 x 17.1 x 10.5 x 27.7 x            NM            NM Total Debt/Capitalization 31% 45% 41% 26% 17% 16% 9% 2% 0% FFO/Total Debt ¹ 60% 47% 51% 99% 158% 179% 327% NM            NM FCF/Total Debt ² 10% (0)% (5)% 53% 27% -6% 76% NM            NM Adj. Total Debt ³ $ 674.2 $ 549.6 $ 400.8 $ 280.5 $ 131.9 $ 29.0 Adj. Total Debt/EBITDAR ³ 1.2 x 1.0 x 0.6 x 0.4 x 0.2 x 0.0 x Adj. Total Debt/Capitalization ³ 39% 31% 22% 14% 6% 1%

Source: Silver projections as per Silver Management Financial Plan ¹FFO defined as Net Income plus depreciation and amortization. ²FCF defined as FFO less capex, changes in working capital and deferred taxes. ³Credit statistics adjusted for operating leases using a 6.0x multiple of annual rent expense. Review of Silver Management Financial Plan 16

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Review of Silver Management Financial Plan
1996-2011E (US$ in millions)

Historical and Projected Net Revenues

$ 4,964 $4,506 $4,076 $3,693 $3,197 $3,216 $3,370 $2,826 $2,398 $2,112 $2,101 $1,061 $1,259 $714 $873 $ 562 1996 1997 1998 1999 2000 2001 ¹ 2002 2003 2004 2005 2006E 2007E 2008E 2009E 2010E 2011E

Growth Rate (y-y) 23% 27% 22% 22% 19% 68% (1)% 14% 18% 13% 1% 5% 10% 10% 11% 10%

Historical and Projected Operating Ratio

96.3%

94.3% 94.0%

93.5% 93.5%

92.0% 91.4% 91.7%

90.3% 90.8% 90.3%

89.5% 89.0% 89.3%

88.6% 88.3%

1996 1997 1998 1999 2000 2001 ¹ 2002 2003 2004 2005 2006E 2007E 2008E 2009E 2010E 2011E

Operating Ratio (y-y) 0.5% (0.8)% (0.9)% 0.4% 3% 4.3% (2.0)% (0.3)% (0.5)% 0.0% (2.1)% 0.3% (0.9)% (0.5)% (1.0)% (1.0)%

Source: Factset, Silver Management Financial Plan

¹ In 2001 Silver completed the acquisition of MS Carriers; prior periods not pro forma for acquisition.

Review of Silver Management Financial Plan 17

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Silver Management Financial Plan Analysis
Silver Wall Street Research P/E Multiple Over Time (US$  per share)

Recession            Recession 35x $ 2.50 1991-1992 2001-2002 Consensus) 30x Median P/E = 16.5x            Median P/E = 13.5x $ 2.00 Next Fiscal 25x Street $ 1.50 20x            Year Wall Street 15x $ 1.00 Year P/E (Wall Fiscal            EPS 10x            Estimate Next $ 0.50 Silver 5x 0x $ 0.00 Sep-1990 Sep-1993 Sep-1996 Sep-1999 Sep-2002 Sep-2005 Silver P/E (Wall Street) Silver EPS Estimate (Wall Street)

Source: Factset, IBES. Market data as of November 24, 2006

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Silver Management Financial Plan Analysis

Illustrative Future Share Price Analysis (US$ in millions, except per share amounts)

Illustrative Future Silver Share Price 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management Financial Plan EPS              Silver Management Financial Plan EBITDA ^{1 2} $ 2.18 $ 2.65 $ 3.08 $ 3.81 $ 4.63 $517.7 $611.7 $696.8 $800.0 $921.9

10.0 x $ $21.76 $ $26.53 $ $30.75 $ $38.14 $ $46.29 4.0 x $24.18 $28.93 $35.00 $42.57 $51.81

11.0 x 23.94 29.18 33.83 41.95 50.91 4.4 x 26.90 32.13 38.63 46.72 56.57

Trailing Forward 11.6 x 25.25 30.77 35.67 44.24 53.69 4.5 x 27.58 32.93 39.54 47.75 57.76

EBITDA P/E 12.0 x 26.12 31.83 36.90 45.77 55.54 5.0 x 30.98 36.93 44.07 52.94 63.72

Multiple Multiple 13.0 x 28.29 34.49 39.98 49.58 60.17 5.5 x 34.37 40.92 48.61 58.13 69.68

14.0 x 30.47 37.14 43.05 53.39 64.80 6.0 x 37.77 44.92 53.15 63.32 75.63

15.0 x 32.64 39.79 46.13 57.21 69.43

Present Value of Illustrative Future Silver Share Price ³ 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management Financial Plan EPS            Silver Management Financial Plan EBITDA ² $ 2.18 $ 2.65 $ 3.08 $ 3.81 $ 4.63 $517.7 $611.7 $696.8 $800.0 $921.9 10.0 x $ $21.76 $ $23.69 $ $24.52 $ $27.15 $ $29.42 4.0 x $21.59 $23.06 $24.91 $27.05 $29.40

11.0 x 23.94 26.05 26.97 29.86 32.36 4.4 x 24.02 25.61 27.50 29.69 32.10

Trailing Forward 11.6 x 25.25 27.48 28.44 31.49 34.12 4.5 x 24.62 26.25 28.14 30.35 32.78

EBITDA P/E 12.0 x 26.12 28.42 29.42 32.58 35.30 5.0 x 27.66 29.44 31.37 33.65 36.16

Multiple Multiple 13.0 x 28.29 30.79 31.87 35.29 38.24 5.5 x 30.69 32.62 34.60 36.94 39.54

14.0 x 30.47 33.16 34.32 38.01 41.18 6.0 x 33.73 35.81 37.83 40.24 42.92

15.0 x 32.64 35.53 36.77 40.72 44.12

Source: Projections as per Silver Management Financial Plan
Note: Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹ Future share price calculated as the implied enterprise value less the net debt projected for that year by Silver Management Financial Plan, divided by the projected shares outstanding in that year.

² EBITDA excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives. ³ Assumes a 12% equity discount rate. ⁴ Implied present value of future share price for 2008E-2011E based off of EPS for each year discounted back to December 31, 2006.

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Wall Street Consensus Analysis
Illustrative Future Share Price Analysis (US$  per share)

Illustrative Future Silver Share Price            Revenue Growth 05-06E 06E-07E 07E-08E 06E-08E 2007E 2008E Silver Management Financial Plan 0.6% 4.8% 9.6% 7.2% Wall Street Consensus EPS Silver Wall Street Consensus 1.2% 3.7% 2.9% 3.3% $ 2.07 $ 2.50 Truckload 10.0 x $ $20.70 $ $25.00 Covenant 6.3% 4.2% 1.7% 3.0% 11.0 x 22.77 27.50 Heartland 9.4% 8.2% 11.5% 3.0% Forward 11.6 x 24.01 29.00 J.B. Hunt 8.3% 6.3% 5.7% 6.0% P/E 12.0 x 24.84 30.00 Multiple            Knight 19.1% 13.6% 13.3% 13.4% 13.0 x 26.91 32.50 Werner 6.9% 5.3% 5.8% 5.5% 14.0 x 28.98 35.00 U.S. Xpress 28.2% 8.0% 5.3% 6.6% 15.0 x 31.05 37.50 Median 8.9% 7.2% 5.8% 5.8% EPS Growth Present Value of Illustrative Future Silver Share Price ¹ 05-06E 06E-07E 07E-08E 06E-08E 2007E 2008E            Silver Management Financial Plan 24.8% 18.4% 21.9% 20.1% Wall Street Consensus EPS ² Silver Wall Street Consensus 39.8% 0.7% 20.8% 10.3% $ 2.18 $ 2.65 Truckload 10.0 x $ $20.70 $ $22.32 Covenant (70.0)% 254.2% 43.5% 125.5% 11.0 x 22.77 24.55 Heartland 25.0% 1.1% 10.9% 5.9% Forward 11.6 x 24.01 25.89 J.B. Hunt 6.5% 8.8% 18.8% 13.7% P/E 12.0 x 24.84 26.79 Knight 19.7% 17.6% 19.0% 18.3% Multiple 13.0 x 26.91 29.02 Werner 4.9% 6.3% 10.3% 8.3% 14.0 x 28.98 31.25 U.S. Xpress 102.9% 21.0% 24.0% 22.5% 15.0 x 31.05 33.48 Median 13.1% 13.2% 18.9% ^16.0%

Source: Silver projections as per Silver Management Financial Plan; Wall Street consensus as per IBES
Note: Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹Assumes a 12% equity discount rate. ²Implied 2008E present value of future share price based off of future share price for 2008E discounted back to December 31, 2006. Review of Silver Management Financial Plan 20

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Review of Silver Management GDP Slowdown Plan
2007E-2011E Plan Assumptions (US $ in millions)

Assumes flat GDP growth in 2007E and 2008E, and GDP growth of 3.0% in 2009E – 2011E

1.0% fleet reduction in 2007E, flat in 2008E, followed by 3.0%, 4.5% and 5.0% growth in 2009E – 2011E, respectively

— Assumes 100% of new equipment purchased rather than leased — No change in asset disposition strategy

Loaded utilization flat in 2006E – 2008E, followed by 2.5%, 1.25% and 1.0% improvements in 2009E – 2011E, respectively

1.7% increase in revenue per loaded mile in 2007E (realization of 2006 Q4 increases, no increase for 2007E), 0.6% RPLM increase in 2008E, followed by 4.0%, 3.4% and 3.3% increases in 2009E – 2011E, respectively

No driver wage increase in 2007E and 2008E, followed by $0.015/RPLM company driver increases in 2009E – 2011E annually

No owner/operator wage increase in 2007E and 2008E, followed by $0.02 increases in owner/operator wages in 2009E – 2011E annually

Reduced administrative salaries and benefits in 2007E – 2008E as a result of slowdown

06E-11E Fiscal Year Ended Dec. 31 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E            CAGR Operating Revenues $ $2,397.7 $ $2,826.2 $ $3,197.5 $ $3,216.3 $ $3,338.0 $ $3,471.0 $ $3,894.0 $ $4,309.5 $ $4,756.5 8.1%

% Growth 17.9% 13.1% 0.6% 3.8% 4.0% 12.2% 10.7% 10.4% EBITDA ¹ $ 291.6 $ $ 364.4 $ 406.6 $ 499.2 $ 497.7 $ 529.0 $ $ 646.0 $ 756.9 $ 882.6 12.1%

% Margin 12.2% 12.9% 12.7% 15.5% 14.9% 15.2% 16.6% 17.6% 18.6% Operating Ratio 94.1% 93.6% 93.5% 91.4% 92.2% 92.5% 91.0% 89.4% 88.0%

EPS (diluted)¹ $ 0.94 $ 1.29 $ 1.47 $ 1.84 $ 2.02 $ 2.01 $ 2.74 $ 3.62 $ 4.55 19.9%

% Growth 37.3% 14.1% 24.8% 9.7% (0.2)% 36.4% 31.9% 25.7% Levered Cash Flow $ (43.0) $ (1.0) $ (27.7) $ 192.0 $ 57.9 $ (34.7) $ $ 112.9 $ 151.7 $ 192.8 ^0.1% Source: Silver Management GDP Slowdown Financial Plan Review of Silver Management Financial Plan 21

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Silver Management GDP Slowdown Plan Analysis
Illustrative Future Share Price Analysis (US$ in millions, except per share amounts)

Illustrative Future Silver Share Price 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management GDP Slowdown Case EPS              Silver Management GDP Slowdown Case EBITDA ^{1 2} $ 2.02 $ 2.01 $ 2.74 $ 3.62 $ 4.55 $497.7 $529.0 $646.0 $756.9 $882.6

10.0 x $ $20.16 $ $20.12 $ $27.44 $ $36.19 $ $45.49 4.0 x $22.98 $24.22 $31.81 $39.51 $48.57

11.0 x 22.17 22.13 30.18 39.80 50.04 4.4 x 25.59 26.99 35.18 43.44 53.13

Trailing Forward 11.6 x 23.38 23.33 31.83 41.98 52.77 4.5 x 26.24 27.68 36.02 44.42 54.27

EBITDA P/E 12.0 x 24.19 24.14 32.93 43.42 54.58 5.0 x 29.51 31.14 40.23 49.33 59.97

Multiple Multiple 13.0 x 26.20 26.15 35.67 47.04 59.13 5.5 x 32.78 34.59 44.43 54.24 65.68

14.0 x 28.22 28.16 38.41 50.66 63.68 6.0 x 36.04 38.05 48.64 59.15 71.38

15.0 x 30.24 30.17 41.16 54.28 68.23

Present Value of Illustrative Future Silver Share Price ³ 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management GDP Slowdown Case EPS            Silver Management GDP Slowdown Case EBITDA ² $ 2.02 $ 2.01 $ 2.74 $ 3.62 $ 4.55 $497.7 $529.0 $646.0 $756.9 $882.6 10.0 x $ $20.16 $ $17.96 $ $21.87 $ $25.76 $ $28.91 4.0 x $20.52 $19.31 $22.64 $25.11 $27.56

11.0 x 22.17 19.76 24.06 28.33 31.80 4.4 x 22.85 21.51 25.04 27.60 30.15

Trailing Forward 11.6 x 23.38 20.83 25.37 29.88 33.53 4.5 x 23.43 22.06 25.64 28.23 30.79

EBITDA P/E 12.0 x 24.19 21.55 26.25 30.91 34.69 5.0 x 26.35 24.82 28.63 31.35 34.03

Multiple Multiple 13.0 x 26.20 23.35 28.44 33.48 37.58 5.5 x 29.27 27.58 31.63 34.47 37.27

14.0 x 28.22 25.14 30.62 36.06 40.47 6.0 x 32.18 30.33 34.62 37.59 40.50

15.0 x 30.24 26.94 32.81 38.63 43.36

Source: Projections as per Silver Management GDP Slowdown Financial Plan
Note: Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹ Future share price calculated as the implied enterprise value less the net debt projected for that year by Silver Management Financial Plan, divided by the projected shares outstanding in that year.

²EBITDA excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives. ³Assumes a 12% equity discount rate. ⁴Implied present value of future share price for 2008E-2011E based off of EPS for each year discounted back to December 31, 2006. Review of Silver Management Financial Plan 22

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Silver Management Financial Plan Analysis
Illustrative Present Value of Future Share Price Sensitivity Analysis¹ (US$  per share)

Present Value of Illustrative Future Silver Share Price ¹ Assumes Annual Revenue Growth Decreases by 100 bps in Each Year Relative to Silver            Assumes Annual Operating Ratio Increases by 100 bps in Each Year Relative to Silver Management Financial Plan            Management Financial Plan 200 200 200 2010E 201 200 2008E 200 201 2011E 7E 8E 9E 1E 7E 9E 0E Sensitivity to Silver Management Financial Plan EPS ² Sensitivity to Silver Management Financial Plan EPS ² $ 2.15 $ 2.60 $ 2.99 $3.68 $ 4.42 $ 1.91 $ 2.36 $ 2.75 $ 3.46 $ 4.24

10.0 x $ $21.55 $ $23.23 $ $23.83 $ 26.16 $ $28.10 10.0 x $ $19.06 $ $21.05 $ $21.93 $ $24.60 $ $26.92

11.0 x 23.70 25.56 26.21 28.78 30.91 11.0 x 20.96 23.15 24.12 27.06 29.61

11.6 x 25.00 26.95 27.64 30.35 32.60 11.6 x 22.11 24.42 25.43 28.54 31.23

Forward            Forward P/E P/E Multiple 12.0 x 25.86 27.88 28.60 31.39 33.72 Multiple 12.0 x 22.87 25.26 26.31 29.52 32.30

13.0 x 28.01 30.20 30.98 34.01 36.53 13.0 x 24.77 27.36 28.50 31.98 35.00

14.0 x 30.17 32.53 33.36 36.63 39.34 14.0 x 26.68 29.47 30.70 34.44 37.69

15.0 x 32.32 34.85 35.74 39.24 42.15 15.0 x 28.59 31.57 32.89 36.90 40.38

Assumes Annual Revenue Growth Decreases by 100 bps and Operating Ratio Increases by 100 bps in Each Year Relative to Silver Management Financial Plan 200 200 200 2010E 201 7E 8E 9E 1E Sensitivity to Silver Management Financial Plan EPS ² $ 1.89 $ 2.31 $ 2.67 $3.33 $ 4.05 10.0 x $ $18.87 $ $20.64 $ $21.31 $ 23.71 $ $25.72

11.0 x 20.75 22.71 23.44 26.08 28.29

11.6 x 21.89 23.95 24.72 27.50 29.83

Forward P/E Multiple 12.0 x 22.64 24.77 25.57 28.45 30.86

13.0 x 24.53 26.84 27.70 30.82 33.43

14.0 x 26.42 28.90 29.84 33.19 36.00

15.0 x 28.30 30.97 31.97 35.56 38.58

Source: Underlying Silver projections as per Silver Management Financial Plan
Note: Increases/Decreases in each year are not cumulative; Highlighted values illustrate values implied by Silver undisturbed multiple, immediately prior to offer (November 3, 2006)

¹Assumes a 12% equity discount rate. ²Implied present value of future share price for 2008E-2011E based off of future share price for each year discounted back to December 31, 2006. Review of Silver Management Financial Plan 23

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flows (US$ in millions)

2006E 2007E 2008E 2009E 2010E 2011E

Revenue $ $3,216 $ $3,370 $ $3,693 $ $4,076 $ $4,506 $4,964

EBITDA $ 499 $ 518 $ 612 $ 697 $ 800 $ 922

EBIT 276 280 341 394 481 581

Unlevered Net Income 169 171 209 241 294 356

+Depreciation & Amortization 223 238 271 303 319 340

- Capex 163 323 490 418 443 480

- Increase / (Decrease) in NWC 24 1 0 (3) (4) (4)

+ Increase in Deferred Taxes (3) (10) 0 0 0 0

Unlevered Free Cash Flow $ 202 $ 75 $ (11) $ 130 $ 174 ^{$ 220} Source: Projections as per Silver Management Financial Plan Review of Silver Management Financial Plan 24

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flow Analysis (US$  per share)

Key Assumptions Equity Value Per Share ¹

Projections are per Silver Management Financial Plan Perpetuity Growth Rate

Unlevered free cash flows discounted back to 2.5 % 3.0 % 3.5 % 4.0 % 4.5 % December 31, 2006 11.0% $ 23.04 $ 24.47 $ 26.09 $ 27.94 $ 30.08

Rate 10.5% 24.90 26.54 28.42 30.59 33.12

Unlevered free cash flow defined as: Discount 10.0% 27.00 28.92 31.12 33.69 36.73

9.5% 29.42 31.66 34.27 37.36 41.06

+ Unlevered Net Income 9.0% 32.21 34.86 38.00 41.77 46.37

+ Depreciation and Amortization — Capital Expenditures            Implied Terminal Multiples of 2011E EBITDA — Increases in Working Capital Perpetuity Growth Rate

+ Increase in deferred taxes 2.5 % 3.0 % 3.5 % 4.0 % 4.5 % = Unlevered Free Cash Flow 11.0% 3.0 x 3.2 x 3.5 x 3.7 x 4.0 x Rate 10.5% 3.2 x 3.4 x 3.7 x 4.0 x 4.4 x

Terminal value is based on a perpetuity growth rate of            Discount 10.0% 3.4 x 3.7 x 4.0 x 4.3 x 4.8 x

free cash flow in 2011E 9.5% 3.7 x 4.0 x 4.3 x 4.7 x 5.2 x

Marginal tax rate of 38.8% 9.0% 3.9 x 4.3 x 4.7 x 5.2 x 5.8 x Source: Projections as per Silver Management Financial Plan ¹Assumes net debt of $342.9 and 74.9 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan. Review of Silver Management Financial Plan 25

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flow Sensitivity Analysis (US$  per share)

Implied Equity Value Per Share ^{1 2} Change in Each Year’s Sales Growth vs. Silver Management Financial Plan (3.0)% (2.0)% (1.0)% 0.0 % 1.0 % 2.0 % 3.0 %

Plan 3.0% $11.48 $12.22 $12.99 $ 13.79 $ 14.61 $ 15.46 $ 16.35

2.0% 16.08 17.01 17.98 18.99 20.00 21.03 22.10

Financial (1.0)% 20.61 21.69 22.81 23.96 25.16 26.41 27.69

0.0% 24.98 26.24 27.56 28.92 30.32 31.78 33.29

^{Ratio vs. Silver}

Management

^{in Each Year’s}

Operating Change (1.0)% 29.35 30.80 32.31 33.87 35.48 37.16 38.89

(2.0)% 33.72 35.36 37.06 38.82 40.64 42.53 44.49

(3.0)% 38.09 39.91 41.81 43.77 45.80 47.91 50.08

Source: Projections as per Silver Management Financial Plan ¹Assumes net debt of $342.9 and 74.9 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan. ²Assumes a discount rate of 10.0% and a perpetuity growth rate of 3.0%.

Review of Silver Management Financial Plan 26

Highly Confidential

Silver Management GDP Slowdown Plan Analysis
Illustrative Discounted Cash Flows (US$ in millions)

2006E 2007E 2008E 2009E 2010E 2011E

Revenue $ $3,216 $ $3,338 $ $3,471 $ $3,894 $ $4,310 $4,756

EBITDA $ 499 $ 498 $ 529 $ 646 $ 757 $ 883

EBIT 276 260 261 352 456 571

Unlevered Net Income 169 159 159 215 279 350

+Depreciation & Amortization 223 238 268 294 301 311

- Capex 163 323 455 395 432 474

- Increase / (Decrease) in NWC 24 1 2 (4) (3) (4)

+ Increase in Deferred Taxes (3) (9) 0 0 0 0

Unlevered Free Cash Flow $ 202 $ 63 $ (29) $ 118 $ 152 ^{$ 190}

Source: Projections as per Silver Management GDP Slowdown Financial Plan

Review of Silver Management Financial Plan 27

Highly Confidential

Silver Management GDP Slowdown Plan Analysis
Illustrative Discounted Cash Flow Analysis (US$  per share)

Key Assumptions Equity Value Per Share ¹

Projections are per Silver Management GDP Slowdown Financial Plan            Perpetuity Growth Rate 2.5 % 3.0 % 3.5 % 4.0 % 4.5 %

Unlevered free cash flows discounted back to 11.0% $ 19.29 $ 20.53 $ 21.93 $ 23.53 $ 25.38

December 31, 2006 Rate 10.5% 20.90 22.32 23.95 25.82 28.01

Discount 10.0% 22.72 24.37 26.28 28.50 31.13

Unlevered free cash flow defined as:

9.5% 24.80 26.74 29.00 31.67 34.87

+ Unlevered Net Income 9.0% 27.21 29.51 32.22 35.48 39.46

+ Depreciation and Amortization Implied Terminal Multiples of 2011E EBITDA

- Capital Expenditures Perpetuity Growth Rate

- Increases in Working Capital 2.5 % 3.0 % 3.5 % 4.0 % 4.5 %

+ Increase in deferred taxes 11.0% 2.7 x 2.9 x 3.1 x 3.4 x 3.7 x

= Unlevered Free Cash Flow            Rate 10.5% 2.9 x 3.1 x 3.4 x 3.6 x 4.0 x Discount 10.0% 3.1 x 3.3 x 3.6 x 3.9 x 4.3 x

Terminal value is based on a perpetuity growth rate of 9.5% 3.3 x 3.6 x 3.9 x 4.3 x 4.7 x

free cash flow in 2011E 9.0% 3.6 x 3.9 x 4.2 x 4.7 x 5.2 x

Marginal tax rate of 38.8% Source: Projections as per Silver Management GDP Slowdown Financial Plan ¹Assumes net debt of $342.9 and 74.9 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan. Review of Silver Management Financial Plan 28

Highly Confidential

III. Analysis of Potential Third Party Strategic & Financial

Buyer Interest

Analysis of Potential Third Party Strategic & Financial Buyer Interest 29

Highly Confidential

Summary of Precedent Selected Trucking Transactions
(US$ in millions)

Median            LTL            TL            Both LTL 6.2x TL 4.8x ALL 6.1x 7.4 x 7.3 x 6.0 x 6.4 x 6.1 x 5.9 x 5.7 x Enterprise Value / LTM EBITDA 3.9 x Announced 26-May-2006 27-Oct-2005 15-May-2005 27-Feb-2005 08-Jul-2003 21-Aug-2001 12-Dec-2000 12-Nov-2000 Date Target            Watkins Motor Lines            Transport Corporation            Overnite            USF            Roadway            Arnold Industrie s            M.S.Carriers            American Freightways Buyer            FedEx            Goldner Hawn            United Parcel Service            Yellow            Yellow            Roadway             Swift            FedEx Value $ 780 $ 113 $1,276 $1,468 $1,113 $503 $678 $1,212 Premium¹ – 25.0% 46.2% 22.3% 59.9% – 52.5% 71.8%

Source: Company filings ¹Premium based on stock price 1 day prior to announcement. Analysis of Potential Third Party Strategic & Financial Buyer Interest 30

Highly Confidential

Silver Analysis at Various Prices
(US$ in millions except per share amounts)

Purchase Price Per Silver Share ($) $ 29.00 $ 30.00 $ 31.00 $ 32.00 $ 33.00 $ 34.00 Premium to Market Price (Nov-24-06) $27.61 5.0% 8.7% 12.3% 15.9% 19.5% 23.1% Premium to Undisturbed Price (Nov-3-06) 24.05 20.6% 24.7% 28.9% 33.1% 37.2% 41.4% Premium to 52 Week / All Time High 33.62 (13.7)% (10.8)% (7.8)% (4.8)% (1.8)% 1.1% Premium to 52 Week Low 19.11 51.8% 57.0% 62.2% 67.5% 72.7% 77.9% Premium to 1 Week Weighted Average 24.68 17.5% 21.6% 25.6% 29.7% 33.7% 37.8% Premium to 1 Month Weighted Average 25.73 12.7% 16.6% 20.5% 24.4% 28.3% 32.1% Premium to 3 Month Weighted Average 24.72 17.3% 21.4% 25.4% 29.4% 33.5% 37.5% Premium to 6 Month Weighted Average 26.96 7.6% 11.3% 15.0% 18.7% 22.4% 26.1% Equity Consideration — Diluted ¹ $ $2,207.4 $ $2,286.1 $ $2,364.7 $ $2,443.4 $ $2,522.1 $ $2,600.8 Enterprise Value ² 2,549.7 2,628.3 2,707.0 2,785.7 2,864.4 2,943.0

Enterprise Value / Sales            FY 2006E $ $3,216.3 0.8 x 0.8 x 0.8 x 0.9 x 0.9 x 0.9 x

FY 2007E 3,369.5 0.8 0.8 0.8 0.8 0.9 0.9

Enterprise Value / EBITDA            FY 2006E $ $ 499.2 5.1 x 5.3 x 5.4 x 5.6 x 5.7 x 5.9 x

FY 2007E 517.7 4.9 5.1 5.2 5.4 5.5 5.7

Enterprise Value / EBIT            FY 2006E $ $ 276.0 9.2 x 9.5 x 9.8 x 10.1 x 10.4 x 10.7 x

FY 2007E 280.0 9.1 9.4 9.7 9.9 10.2 10.5

rice / EPS            FY 2006E $ 2.05 14.2 x 14.7 x 15.1 x 15.6 x 16.1 x 16.6 x

FY 2007E 2.18 13.3 13.8 14.2 14.7 15.2 15.6

Source: Silver projections as per Silver Management Financial Plan

Note: Silver weighted average prices are undisturbed as of November 3, 2006

(1) Assumes 74.9 million basic shares outstanding as of 31 December 2006. Assumes exercise of 3.8 million options outstanding with a weighted average strike price of $19.45. (2) Assumes net debt of $342.3 million as of 31 December 2006 as per Silver Management.

Analysis of Potential Third Party Strategic & Financial Buyer Interest 31

Highly Confidential

Analysis of Third Party Interest
Strategic & Financial (US$ in millions)

Strategic            Financial Name            Market Cap            Name            Fund Size

Delivery/Logistics            Blackstone $20,000

UPS $80,612 Cerberus Partners LP 17,000

FedEx 35,672 Apollo Management LP 10,000

DPWN 33,597 Warburg Pincus LLC 8,000

Carlyle Group 7,850

Truckload            Clayton Dubilier & Rice Inc. 4,000

JB Hunt 3,249 Court Square Capital 2,500

Knight 1,600 Kelso & Company 2,100

Heartland 1,585 Nautic Partners LLC 1,100

Werner Enterprises 1,476 Freeman Spogli & Company Inc. 1,000

Fenway Partners Inc. 900

Railroads            Greenbriar 700

Burlington Santa Fe 28,627

Canadian National 25,753

Union Pacific 24,727

Norfolk Southern 22,416

CSX 16,713

Source: Company filings, Factset

Analysis of Potential Third Party Strategic & Financial Buyer Interest 32

Highly Confidential

Illustrative Acquisition Analysis^1,2,3

Selected Potential Delivery/Logistics Acquirors (US$ in millions)

UPS Acquires Silver (100% Cash) FedEx Acquires Silver (100% Cash)

2.8% 2.7% 2.5% Accret ion/Di lution            Accretion/Dilution 2.3%

2.1% 2.0% 1.6% 1.5% 1.4% 1.3% 1.2% 2007E 1.1% 2007E

Silver Price $ 29 $ 30 $ 31 $ 32 $ 33 $ 34 Silver Price $ 29 $ 30 $ 31 $ 32 $ 33 $ 34

Synerg ies to            Synergies to ($ 110) ($ 104) ($ 98) ($ 92) ($ 86) ($ 80) ($ 105) ($ 98) ($ 92) ($ 86) ($ 79) ($ 73)

Breake ven            Breakeven Debt/E BITDA 0.7x 0.7x 0.7x 0.7x 0.8x 0.8x            Debt/EBITDA 0.9x 0.9x 0.9x 1.0x 1.0x 1.0x

Source: Company filings; IBES; Bloomberg
Note: Financial performance for acquiror and for Silver based on IBES estimates

¹ Assumes 20.0% of the excess purchase price is allocated to asset write-ups, which are amortized/depreciated on a straight line basis over 10 years. Remainder is allocated to goodwill.

² Assumes all cash transaction financed with 5.4% and 5.75% cost of incremental debt for UPS and FedEx, respectively; assumes financing fees of 2.5%.

³Assumes 50% of UPS’ and 40% of FedEx’s cash used to fund the acquisition; 0% of the target’s cash is used to fund the acquisition. Analysis of Potential Third Party Strategic & Financial Buyer Interest 33

Highly Confidential

Illustrative Acquisition Analysis^1,2
Selected Potential Truckload Acquirors (US$ in millions)

Knight Acquires Silver (50% cash/50% stock) J.B Hunt Acquires Silver (60% cash/40% stock) Accretion/Dil ution            Accretion/Dilution 6.8% 2.9% (0.8)% (0.1)% (2.0)% (4.5)% (3.9)% (5.8)% (8.0)% (7.7)% 2007E (11.5)% 2007E (9.5)% Silver Price $29 $30 $31 $32 $33 $34 Silver Price $29 $30 $31 $32 $33 $34 Synergies to            Synergies to ($ 15) ($ 7) $ 2 $ 11 $ 19 $ 28 $ 0 $ 9 $ 19 $ 28 $ 37 $ 46 Breakeven            Breakeven Debt/EBITDA 2.3x 2.4x 2.4x 2.5x 2.5x 2.6x            Debt/EBITDA 2.0x 2.1x 2.1x 2.2x 2.2x 2.3x Heartland Acquires Silver (50% cash/50% stock) Werner Acquires Silver (60% cash/40% stock) Accretion/Dil ution            Accretion/Dilution 4.9% 1.1% (2.6)% (4.2)% (6.1)% (7.8)% 2007E (9.6)% 2007E (11.3)% (12.9)% (14.7)% (18.0)% (21.3)% Silver Price $29 $30 $31 $32 $33 $34 Silver Price $29 $30 $31 $32 $33 $34 Synergies to            Synergies to ($ 11) ($ 3) $ 6 $ 15 $ 24 $ 33 $ 11 $ 21 $ 30 $ 40 $ 49 $ 59 Breakeven            Breakeven Debt/EBITDA 2.4x 2.4x 2.5x 2.5x 2.6x 2.7x            Debt/EBITDA 2.2x 2.2x 2.3x 2.3x 2.4x 2.4x

Source: Company filings; IBES; Bloomberg

¹ Assumes 20.0% of the excess purchase price is allocated to asset write-ups, which are amortized/depreciated on a straight line basis over 10 years. Remainder is allocated to goodwill.

² Assumes a cost of incremental debt of 8.5% for J.B. Hunt and 9.25% for all other companies; 0% of the acquiror’s cash used to fund the acquisition; assumes financing fees of 2.5%.

Analysis of Potential Third Party Strategic & Financial Buyer Interest 34

Highly Confidential

Illustrative Analysis of a Third Party LBO
Assumes $29 Per Share – Silver Management Financial Plan with Cash Generating Initiatives (US$ in millions)

Sources of Funds            Uses of Funds Cost of 2006E ¹ Sources            Amount            Debt      % of Total            EBITDA            Uses            Amount

Existing Cash $ 23 0.8% Price Per Share $29.00

Equity Purchased $2,207

Proceeds from Sale of Property 68 2.5% First Lien 1,248 8.1% 46.0% 2.50 x            Existing Debt Retired 365

Sr. / Sub. Debt 624 10.8% 23.0% 3.75 x            Purchase Price $2,572

Total Debt 1,872 69.0% 3.75 x            Multiple of 2006E EBITDA 5.2 x Sponsor Equity 750 27.6% 5.25 x            Multiple of 2007E EBITDA 5.1 x Change In Control Payments 20

Fees & Expenses 97

Minimum Cash 23

Total Sources $ $2,712 100.0% Total Uses $2,712 Summary Cash Flow & Credit Statistics            Illustrative IRR Sensitivity Analysis ² Fiscal Year Ending December            Trailing 12 Months Exit EV/EBITDA Multiples 200 2008E 2009E 2010E 4.25 x 4.50 x 4.75 x 5.00 x 5.25 x 7E

FCF Available for Debt $ 169 $ 198 $ 245 $ 232 Sponsor 2009E 23.2% 27.6% 31.7% 35.5% 39.2% Total Senior Debt 1,079 881 636 404 Exit Year 2010E 25.1% 27.9% 30.5% 32.9% 35.2% Total Debt 1,703 1,505 1,260 1,028 2011E 24.9% 26.8% 28.6% 30.2% 31.8% Credit Statistics

EBITDA / Tot. Int. Exp. 3.0 x 3.7 x 4.6 x 5.8 x             Illustrative IRR Sensitivity Analysis ³ EBITDA-Capex / Tot. Int. Exp. 2.3 x 2.9 x 3.7 x 4.4 x            Initial Purchase Price Per Silver Share Total Senior Debt / EBITDA 2.2 x 1.6 x 1.0 x 0.6 x $29.00 $30.00 $31.00 $32.00 $33.00 $34.00 Total Debt / EBITDA 3.4 x 2.7 x 2.0 x 1.5 x 3.50 x 26.3% 24.2% 22.2% 20.4% 18.8% 17.2% Adj. Total Debt / EBITDAR 3.7 x 3.0 x 2.5 x 2.3 x ^Initial Leverage 3.75 x 28.6% 26.0% 23.7% 21.7% 19.8% 18.2% Total Debt / Total Cap 67.9% 62.3% 54.1% 44.3% 4.00 x 31.4% 28.3% 25.7% 23.3% 21.2% 19.2% Adj. Total Debt / Total Cap 71.9% 67.4% 62.8% 58.7% FCF/TD 9.9% 13.1% 19.5% 22.6%

Source: Financial assumptions are per Silver Management Financial Plan supplemented by cash generating initiatives; Capital Structure as per Goldman Sachs’ preliminary leverage assumptions

¹Assumes 2006E EBITDA of $499mm. ²Assumes transaction initial leverage of 3.75x. ³Assumes sale at 4.75x trailing 12 month EBITDA and exit in 2011E. Analysis of Potential Third Party Strategic & Financial Buyer Interest 35

Highly Confidential

Illustrative Analysis of a Third Party LBO Assumes $29 Per Share – 100bps decrease in Revenue Growth and 100bps Increase in OR each year (US$ in millions)

Sources of Funds            Uses of Funds Cost of 2006E ¹ Sources            Amount            Debt      % of Total            EBITDA            Uses            Amount

Existing Cash $ 23 0.8% Price Per Share $29.00

Equity Purchased $2,207

Proceeds from Sale of Property 68 2.5% First Lien 1,248 8.1% 46.0% 2.50 x            Existing Debt Retired 365

Sr. / Sub. Debt 624 10.8% 23.0% 3.75 x            Purchase Price $2,572

Total Debt 1,872 69.0% 3.75 x            Multiple of 2006E EBITDA 5.2 x Sponsor Equity 750 27.6% 5.25 x            Multiple of 2007E EBITDA 5.5 x Change In Control Payments 20

Fees & Expenses 97

Minimum Cash 23

Total Sources $ $2,712 100.0% Total Uses $2,712 Summary Cash Flow & Credit Statistics            Illustrative IRR Sensitivity Analysis ² Fiscal Year Ending December            Trailing 12 Months Exit EV/EBITDA Multiples 200 2008E 2009E 2010E 4.25 x 4.50 x 4.75 x 5.00 x 5.25 x 7E

FCF Available for Debt $ 147 $ 170 $ 211 $ 189 Sponsor 2009E 13.5% 18.3% 22.6% 26.7% 30.5% Total Senior Debt 1,101 932 721 532 Exit Year 2010E 17.9% 20.9% 23.6% 26.2% 28.7% Total Debt 1,726 1,556 1,345 1,156 2011E 19.1% 21.1% 23.0% 24.8% 26.5% Credit Statistics

EBITDA / Tot. Int. Exp. 2.7 x 3.4 x 4.0 x 4.9 x             Illustrative IRR Sensitivity Analysis ³ EBITDA-Capex / Tot. Int. Exp. 2.1 x 2.6 x 3.2 x 3.6 x            Initial Purchase Price Per Silver Share Total Senior Debt / EBITDA 2.4 x 1.8 x 1.3 x 0.9 x $29.00 $30.00 $31.00 $32.00 $33.00 $34.00 Total Debt / EBITDA 3.7 x 3.0 x 2.4 x 1.9 x 3.50 x 21.2% 19.1% 17.3% 15.6% 14.0% 12.5% Adj. Total Debt / EBITDAR 4.0 x 3.3 x 2.9 x 2.6 x ^Initial Leverage 3.75 x 23.0% 20.6% 18.4% 16.4% 14.7% 13.0% Total Debt / Total Cap 68.8% 64.4% 57.7% 49.9% 4.00 x 25.3% 22.4% 19.8% 17.6% 15.5% 13.7% Adj. Total Debt / Total Cap 72.7% 69.2% 65.8% 62.8% FCF/TD 8.5% 10.9% 15.6% 16.4%

Source: Underlying Financial assumptions are per Silver Management Financial Plan supplemented by cash generating initiatives; Capital Structure as per Goldman Sachs’ preliminary leverage assumptions Note: Change in revenue growth and operating ratio (“OR”) are relative of the Silver Management Financial Plan

¹Assumes 2006E EBITDA of $499mm. ²Assumes transaction initial leverage of 3.75x. ³Assumes sale at 4.75x trailing 12 month EBITDA and exit in 2011E. Analysis of Potential Third Party Strategic & Financial Buyer Interest 36

Highly Confidential IV. Leveraged Recapitalization Leveraged Recapitalization 37

Highly Confidential

Leveraged Recapitalization Analysis

Credit Comparison
1

Debt / Capitalization 57.0% Truckload Median = 26.0%

47.1% 35.1% 26.0% 1.1% 0.0% 0.0% U.S. Xpress            Covenant            JB Hunt            Silver Current            Werner            Heartland            Knight On-balance $330 $ 169 $ 380 $ 365 $ 10 $ 0 $ 0

sheet debt Lease Adjusted Debt / LTM EBITDAR

4.8x            Truckload Median = 1.3x 4.5x 1.6x 1.3x 0.0x 0.0x 0.0x Covenant            U.S. Xpress            JB Hunt            Silver Current            Werner            Knight            Heartland On and Off balance $489 $ 877 $1,035 $ 708 $ 10 $3 $ 0

sheet debt Credit            NA/NA            NA/NA            BBB+/NA             NA/NA            NA/NA            NA/NA            NA/NA Rating Source: Company filings

Leveraged Recapitalization 38

Highly Confidential

Silver Management Financial Plan Analysis
Leveraged Recapitalization with Proceeds Used to Fund a Special Dividend (US$ in millions, except per share values)

Special Dividend Per Silver Share $ 6.00 $ 8.00 $ 10.00 $ 12.00

Total Dividend Funded With Debt $449.2 $598.9 $ 748.6 $ 898.3

Adjustments

PF 2007E Net Income 142.3 134.4 126.6 118.7

PF 2007E EPS $ 1.87 $ 1.76 $ 1.66 $ 1.56

PF 2007E Levered FCF 48.8 41.2 33.7 26.1

Total Debt ³ $814.2 $963.9 $ $1,113.6 $ $1,263.3

Levered FCF/Total Debt 6.0% 4.3% 3.0% 2.1% Total Debt/2006E EBITDA 1.6 x 1.9 x 2.2 x 2.5 x Total Debt/Capitalization 57.9% 68.6% 79.2% 89.8% Adj. Total Debt/2006E EBITDAR 2.0 x 2.3 x 2.6 x 2.9 x Implied Share Price at 10.0x P/E $18.67 $17.64 $ 16.61 $ 15.58

Total Value at 10.0x P/E 24.67 25.64 26.61 27.58

Implied Share Price at 11.0x P/E 20.54 19.41 18.28 17.14

Total Value at 11.0x P/E 26.54 27.41 28.28 29.14

Implied Share Price at 12.0x P/E 22.41 21.17 19.94 18.70

Total Value at 12.0x P/E 28.41 29.17 29.94 30.70

$29 Breakeven 2007E P/E Multiple 12.3 x 11.9 x 11.4 x 10.9 x

Source: Silver projections as per Silver Management Financial Plan
Note: Adj. Debt is adjusted for value of operating leases assuming a 6.0x multiple of the current year’s rent expense; Assumes basic shares outstanding of 74.9mm and diluted shares outstanding of 76.2mm

¹For illustrative purposes assumes an interest rate of 8.25%. ²Financing fees amortized over 8 years. ³Total debt figure assumes $365 of current debt is rolled over. ⁴Breakeven multiple is breakeven to $29 per share. Leveraged Recapitalization 39

Highly Confidential Appendix A: Supporting Materials Supporting Materials 40

Highly Confidential

Review of Silver Management GDP Slowdown Plan Summary Financial Projections (US$ in millions, except per share amounts)

06E-11E Fiscal Year Ended Dec. 31 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E            CAGR Operating Revenues $ $2,397.7 $ $2,826.2 $ $3,197.5 $ $3,216.3 $ $3,338.0 $ $3,471.0 $ $3,894.0 $ $4,309.5 $ $4,756.5 8.1%

% Growth 17.9% 13.1% 0.6% 3.8% 4.0% 12.2% 10.7% 10.4% 497.7 529.0 406.6 EBITDA ¹ $ 291.6 $ 364.4 $ $ 499.2 $ $ $ 646.0 $ 756.9 $ 882.6 12.1%

% Margin 12.2% 12.9% 12.7% 15.5% 14.9% 15.2% 16.6% 17.6% 18.6% Rental Expense 82.4 81.4 57.7 51.5 49.1 22.6 19.3 17.0 4.8

EBITDAR ¹ $ 374.0 $ 445.8 $ $464.3 $ 550.7 $ $ 546.8 $ $ 551.7 $ 665.3 $ 773.9 $ 887.4 10.0%

% Margin 15.6% 15.8% 14.5% 17.1% 16.4% 15.9% 17.1% 18.0% 18.7% D&A 150.6 183.8 199.8 223.2 237.7 268.4 294.0 300.8 311.2

% Sales 6.3% 6.5% 6.2% 6.9% 7.1% 7.7% 7.6% 7.0% 6.5% EBIT ¹ $ 141.0 $ 180.6 $ $206.8 $ 276.0 $ $ 260.0 $ $ 260.6 $ 352.0 $ 456.2 $ 571.4 15.7% Operating Ratio ¹ 94.1% 93.6% 93.5% 91.4% 92.2% 92.5% 91.0% 89.4% 88.0%

Interest Expense (net) 15.4 18.0 28.2 25.2 11.4 11.6 10.1 2.7 (1.4)

Net Income ¹ 79.4 103.5 108.7 139.3 153.6 153.9 210.7 279.0 352.0 20.4% % Sales 3.3% 3.7% 3.4% 4.3% 4.6% 4.4% 5.4% 6.5% 7.4% EPS (diluted)¹ $ 0.94 $ 1.29 $1.47 $ 1.84 $ 2.02 $ 2.01 $ 2.74 $ 3.62 $ 4.55 19.9%

% Growth 37.3% 14.1% 24.8% 9.7% (0.2)% 36.4% 31.9% 25.7% Reported EPS (diluted) $1.37 $ 2.05

Wall Street Median EPS Estimates ² $ 2.06 $ 2.07 $ 2.50

% Variance vs. Wall Street Estimates (0.6)% (2.6)% (19.5)% Capex Net Proceeds from Asset Sales 222.8 323.8 386.8 163.3 322.9 454.9 395.4 431.6 474.2

% Sales 9.3% 11.5% 12.1% 5.1% 9.7% 13.1% 10.2% 10.0% 10.0% Change in Working Capital 80.7 (13.9) (46.9) 4.0 1.2 2.0 (3.6) (3.5) (3.8)

Deferred Taxes 30.6 21.6 3.7 (3.3) (9.3) 0.0 0.0 0.0 0.0

Levered Cash Flow $ (43.0) $ (1.0) $(27.7) $ 192.0 $ 57.9 $ (34.7) $ 112.9 $ 151.7 $ 192.8 Source: Silver projections as per Silver Management GDP Slowdown Financial Plan ¹Excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives. ²Source: IBES Supporting Materials 41

Highly Confidential

Review of Silver Management GDP Slowdown Plan
Summary Credit Statistics (US$ in millions)

Capital Structure 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E Cash $ 19.1 $ 28.2 $ 13.1 $ $ 22.7 $ $ 14.8 $ $ 1.6 $ $ 24.0 $ $ 48.1 $ $228.6 Total Debt $383.4 $605.8 $609.0 $ $ 365.0 $ $ 255.0 $ $ 265.0 $ $ 165.0 $ $ 30.0 $0.0 Net Debt 364.4 577.6 595.9 342.3 240.2 263.4 141.0 (18.1) (228.6) Stockholders Equity 844.6 738.3 870.0 1,041.1 1,200.7 1,360.5 1,577.2 1,862.2 2,220.2 Credit Statistics Total Debt/EBITDA 1.3 x 1.7 x 1.5 x 0.7 x 0.5 x 0.5 x 0.3 x 0.0 x 0.0 x EBITDA/Interest Expense 18.9 x 20.2 x 14.4 x 19.8 x 43.6 x 45.7 x 64.1 x            NM            NM (EBITDA-Capex)/Interest 4.5 x 2.3 x 0.7 x 13.3 x 15.3 x 6.4 x 24.8 x            NM            NM Total Debt/Capitalization 31% 45% 41% 26% 18% 16% 9% 2% 0% FFO/Total Debt ¹ 60% 47% 51% 99% 153% 159% 306% NM            NM FCF/Total Debt ² (11)% (0)% (5)% 53% 23% -13% 68% NM            NM Adj. Total Debt ³ $ 674.2 $ 549.6 $ 400.8 $ 280.5 $ 131.9 $ 29.0 Adj. Total Debt/EBITDAR ³ 1.2 x 1.0 x 0.7 x 0.4 x 0.2 x 0.0 x Adj. Total Debt/Capitalization ³ 39% 31% 23% 15% 7% ^1%

Source: Silver projections as per Silver Management GDP Slowdown Financial Plan ¹FFO defined as Net Income plus depreciation and amortization. ²FCF defined as FFO less capex, changes in working capital and deferred taxes. ³Credit statistics adjusted for operating leases using a 6.0x multiple of annual rent expense.

Supporting Materials 42

Highly Confidential

Sources and Uses of Funds
(US$ in millions, except per share amount)

Sources of Funds            Uses of Funds

Total Outstanding            Purchase Price/ Amount ( $) Equity Purchased            as of 30-Sep-06 Exercise Price            Amou $) nt ( Funded Term Debt: Basic Shares 54.6 $29.00 $ $1,582

1st Lien $ 1,390 Stock Options 3.8 19.45 36

2nd Lien 485 $ $1,619

Total Funded Term Debt 1,875 JM Shares Rollover Encumbered³ 14.1 $29.00 $ 410

JM Shares Rollover Unencumbered² 6.2 29.00 179

Minimum Cash Required (estimated)¹ 22 Total Equity Purchased $ $2,207

Equity: Total Debt Retired (06 mgmt estimate; includes securitized AR) 365

JM Equity Rollover (Unencumbered)² 179

JM Equity Rollover (Encumbered)³ 410 Cash on Balance Sheet 22

Additional Equity Required⁴ 236

Total Contributed Equity $ 825 Estimated Fees:

Change of Control Payments⁵ 20

Advisory Fees (estimated)⁶ 50

Financing Fees (estimated @ 2.5%) 57

Total Fees (estimated) $ 127

Total Sources of Funds $ 2,722 Total Uses of Funds $ $2,722

Note: Balance Sheet figures are expected as of December 31, 2006 as per Silver Management Financial Plan.

¹ Assumes that a minimum amount of cash is required to operate the business post-acquisition. In this case, the amount assumed to be retained equals current cash balance as of 30-Sep-2006.

² Represents Silver shares personally held by JM and not used as collateral in connection with the Shareholder loan to be made by MS. As of latest 13D filing JM personally owns 27% of total outstanding shares of 74.9mm. JM shares do not include the 9,018,353 shares held by (i) the Moyes Children’s Limited Partnership and (ii) seven irrevocable trusts for the benefit of six children of Jerry and Vickie Moyes and by an irrevocable trust for the benefit of Jerry and Vickie Moyes and six of their children. The shares shown for JM also do not include 360,000 shares held by an irrevocable trust for the children of Jerry and Vickie Moyes.
³ Assumes JM has pledged $410 million worth of stock as collateral. Therefore, JM will borrow the maximum amount of MS shareholder loan. The shareholder loan will be secured by Silver shares currently held by JM, which in the case of maximum drawdown equals 14.1 million shares of Silver (at the current offer price of $29).

⁴ Represents the additional equity required to finance the acquisition of 100% of the company. Under the current proposal of $29/share this amounts to 9,827,586 shares of Silver. The shares currently held by the Moyes Children’s

Limited Partnership equals 9,018,353 shares and the shares held by an irrevocable trust for the children of Jerry and Vickie Moyes equals 360,000 shares.

⁵ Estimated payments to be made to certain members of management based on change of control agreements that have been signed with Silver upon the acquisition by a third party.

⁶ Assumes aggregate fees, which includes both sellside and buyside advisory fees. Supporting Materials 43

Highly Confidential

Analysis of Morgan Stanley (“MS”) Capital Structure

Pro Forma Capital Structure            Credit Views Multiple of 2006E EBITDA¹ Mgmt Truckload sector typically viewed as less stable than Less- Amount      % of Total            Estimate            MS Estimate            Than-Truckload; however Silver presents certain strengths — Prospect for improved margins as compared to fiscal Unfunded Revolver — — — - 2005

Senior Secured 1st Lien $ $1,800 57% 3.8 x 3.4 x — Strong stable blue chip customer base Senior Secured 2nd Lien $485 15% 1.0 x 0.9 x Ratings agencies focused on EBITDA growth/margins and Total Debt $ $2,285 72% 4.8 x 4.3 x ability to generate sufficient free cash flow Total Equity $874 28% 1.8 x 1.7 x — Though recently improved, Silver’s EBITDA margins have historically lagged those of truckload peers Total Capitalization $ $3,159 100% 6.6 x 6.0 x — High investments in capital expenditures impacts free MS $529.1millionoftrailingtwelve            cash flow projections estimate based on months EBITDA condition included in MS Commitment Letter ^rd (assumed to include IEL) — Cyclical concerns dated November 3

Proposed Morgan Stanley structure and pricing appears to be designed to achieve a mid to high single B corporate credit rating

^NNote: These include our preliminary observations, final observations to be contingent upon continued diligence of the company, MS capital structure and company financials

Supporting Materials 44

Highly Confidential

Weighted Average Cost of Capital Analysis

Comparable Peers (1) Company            Asset            Bloomberg Symbol            Beta (2) Adj. Beta            D/E (1-T) Assumptions JBHT 1.231 1.320 11.7% 61.5% Risk Premium (3) 5.50% WERN 1.235 1.240 0.7 60.8 Risk Free Rate (4) 4.55% HTLD 1.360 1.360 0.0 64.6 Tax Rate 38.8%

KNX 1.510 1.510 0.0 65.0

XPRSA 0.813 1.430 116.8 65.0

CVTI 0.740 1.220 99.8 65.0

Mean 1.148 38.2% 63.7% Weighted Average Cost of Capital (6) Cost of Equity Calculation            Pre-tax Cost of Debt Levered            Cost of D/(D/E) Beta            E/(D+E) Equity (5) 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0%

0.0% 1.148 100.0% 10.9% 0.0% 10.9 10.9 10.9 10.9 10.9 10.9 10.9 10.9 10.9

5.0 1.185 95.0 11.1% 5.0 10.7 10.7 10.7 10.7 10.7 10.7 10.8 10.8 10.8

Equity)

10.0 1.226 90.0 11.3% 10.0 10.5 10.5 10.5 10.6 10.6 10.6 10.7 10.7 10.7

15.0 1.272 85.0 11.5% 15.0 10.3 10.3 10.4 10.4 10.5 10.5 10.5 10.6 10.6

20.0 1.324 80.0 11.8% 20.0 10.1 10.1 10.2 10.3 10.3 10.4 10.4 10.5 10.6

25.0 1.382 75.0 12.2% 25.0 9.9 10.0 10.0 10.1 10.2 10.3 10.3 10.4 10.5

30.0 1.449 70.0 12.5% 30.0 9.7 9.8 9.9 10.0 10.1 10.1 10.2 10.3 10.4

35.0 1.527 65.0 12.9% 35.0 9.5 9.6 9.7 9.8 9.9 10.0 10.1 10.2 10.3

40.0 1.617 60.0 13.4% Debt / (Debt + 40.0 9.3 9.4 9.5 9.7 9.8 9.9 10.0 10.1 10.3

45.0 1.723 55.0 14.0% 45.0 9.1 9.2 9.4 9.5 9.6 9.8 9.9 10.1 10.2

50.0 1.851 50.0 14.7% 50.0 8.9 9.0 9.2 9.4 9.5 9.7 9.8 10.0 10.1

Source: Bloomberg and public filings (1) As of November 24, 2006. (2) Calculation to unlever beta: ßa = ße/(1+(1-T)*(D/E)). (3) Based on Ibbotson historical, empirical analysis. (4) Based on 10-Year Treasury yield as of November 24, 2006. (5) Cost of equity calculation: ke = Rf + ßa(1 + (1-T) (D/E)) (Rm — Rf) +Ps or Rf + ße (D/E)) (Rm — Rf) + Ps. Assume Ps = 0. (6) WACC calculation: kd (1-T) (D/(D+E)) + ke (E/(D+E)).

Supporting Materials 45

Highly Confidential

Comparison of Selected Trucking Companies
($ in millions, except per share amounts)

Enterprise Closing      % of 52 Equ            Value Multiples (2) Calendarized 5-Year ity Price            Week            Mar            Enterprise             EBITDA            P/E Multiples (2) EPS            LTM Margins            Dividend ket Company 24-Nov-2006 High            Cap            Val            LTM 2006 2007 2006 2007 CAGR (2) EBITDA            EBIT            Yield

ue

Silver at $29 Offer Price $ 29.00 86 % $ $2,207 $ $2,619 5.2 x 5.2 x 5.2 x 14.1 x 14.0 x 11.5 % 15.7 % 9.0 % 0.0 % Silver $ 27.61 82 % $ $2,099 $ $2,512 4.9 x 5.0 x 4.9 x 13.4 x 13.3 x 11.5 % 15.7 % 9.0 % 0.0 % Truckload

Covenant Transport 12.50 77 175 336 6.1 7.1 6.1 NM 29.4 9.0 8.2 2.5 0.0

Heartland Express 16.13 84 1,585 1,263 8.0 7.3 7.0 17.7 17.5 10.0 27.9 19.9 0.5

Hunt (JB) Transport 21.69 84 3,249 3,611 6.5 6.4 6.0 14.8 13.6 15.0 16.7 11.4 1.5

Knight Transportation 18.28 83 1,600 1,582 9.0 8.6 7.3 21.5 18.3 20.0 27.0 17.9 0.4

Landstar 46.42 95 2,694 2,746 11.7 13.1 11.8 23.8 20.7 17.0 8.7 8.1 0.3

Quality Distribution 12.95 78 249 532 8.0 7.7 7.1 16.2 12.6 27.4 9.1 7.0 0.0

Celadon 19.82 88 477 487 9.5 8.8 7.1 19.3 15.7 33.3 10.5 7.7 0.0

Universal Truckload 25.48 70 411 397 10.8 9.9 8.5 19.1 16.1 14.6 5.9 5.2 0.0

U.S. Xpress Enterprises 18.11 65 280 610 5.3 5.1 4.5 13.1 10.8 26.0 8.3 4.0 0.0

Werner Enterprises 18.91 88 1,476 1,459 4.5 4.3 4.1 14.8 13.9 10.0 15.6 7.7 1.0

High 95 % $ $3,249 $ $3,611 11.7 x 13.1 x 11.8 x 23.8 x 29.4 x 33.3 % 27.9 % 19.9 % 1.5 % Mean 81 % $ $1,219 $ $1,302 7.9 x 7.8 x 7.0 x 17.8 x 16.9 x 18.2 % 13.8 % 9.1 % 0.4 % Median 84 % $ 976 $ 936 8.0 x 7.5 x 7.1 x 17.7 x 15.9 x 16.0 % 9.8 % 7.7 % 0.1 % Low 65 % $ 175 $ 336 4.5 x 4.3 x 4.1 x 13.1 x 10.8 x 9.0 % 5.9 % 2.5 % 0.0 % Less than Truckload

Arkansas Best (3) $ 39.05 77 % $ 987 $ 866 4.4 x 3.9 x 3.7 x 10.1 x 9.9 x 10.0 % 10.6 % 7.1 % 1.5 % Central Freight Lines (3) 2.24 100 41 78 NM            NA            NA            NA            NA 0.0 (3.7) (8.6) 0.0

Con-Way (3) 47.93 78 2,409 2,512 4.5 5.0 5.2 11.8 11.4 12.5 12.8 9.4 0.8

Forward Air 34.31 79 1,062 998 11.9 11.5 10.5 21.3 19.1 12.5 24.1 21.5 0.8

Old Dominion 27.80 72 1,037 1,228 6.5 6.3 5.6 14.6 13.2 15.0 15.1 9.9 0.0

Saia (4) 27.35 77 413 477 4.5 5.3 4.7 14.9 11.6 18.2 8.7 4.6 0.0

YRC Worldwide 40.52 81 2,581 3,748 4.2 4.2 4.2 7.4 7.0 7.7 8.8 6.0 0.0

High 100 % $ $2,581 $ $3,748 11.9 x 11.5 x 10.5 x 21.3 x 19.1 x 18.2 % 24.1 % 21.5 % 1.5 % Mean 81 % $ $1,218 $ $1,415 6.0 x 6.0 x 5.6 x 13.3 x 12.0 x 10.8 % 10.9 % 7.1 % 0.5 % Median 78 % $ $1,037 $ 998 4.5 x 5.2 x 4.9 x 13.2 x 11.5 x 12.5 % 10.6 % 7.1 % 0.0 % Low 72 % $ 41 $ 78 4.2 x 3.9 x 3.7 x 7.4 x 7.0 x 0.0 % (3.7)% (8.6)% 0.0 %

(1) Source: Latest publicly available financial statements. Equity Market Cap based on diluted shares outstanding.
(2) Sources: LTM numbers are based upon the latest publicly available financial statements. Projected sales, EBITDA, EBIT, and EPS source: IBES median estimates. All projected estimates have been calendarized to December.

Supporting Materials 46

EX-99.(C)(4)

EXHIBIT (c)(4)

Highly Confidential – Preliminary Draft

Discussion Materials Silver Special Committee
Goldman, Sachs & Co. November 21, 2006

Highly Confidential – Preliminary Draft

Table of Contents I. Public Market Perspective II. Review of Silver Management Financial Plan III. Analysis of Potential Third Party Strategic & Financial Buyer Interest Appendix A: Supporting Materials

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

Highly Confidential – Preliminary Draft

I. Public Market Perspective

Public Market Perspective 3

Highly Confidential – Preliminary Draft

Public Market Perspective
Absolute Share Price Performance (Last 5 Years) (US$  per share)

$ 40 May-2004 3-Jul-2006 SEC launches 20-Apr-2006 All time high Silver investigation into 27-Oct-2005 Silver reports a            share price of $33.62 whether securities            JM steps down as Silver 93% increase in fraud was committed            President & CEO. Bob            earnings for Q1 by Silver CEO JM            Cunningham named new CEO 2006

$ 27.49

$ 30 JM Proposal: $ 29.00 Share Price (USD) $ 20

8-Aug-2006 Closing

JP Morgan analyst lowers his earnings Silver            estimates for Silver

$ 10 Weighted Average Price 22-Sep-2005 5 Year $21.81

JM pays $1.25mm to 3 Year 22.48 06-Nov-2006 settle federal lawsuit 1 Year 26.20 Silver receives an all cash with SEC over insider 6 Month 27.11 acquisition offer of $ 29.00

Current 27.49 trading allegations per share from JM $ 0

Nov-2001 Jul-2002 Apr-2003 Dec-2003 Aug-2004 May-2005 Jan-2006 Sep-2006

Source: Factset (as of November 20, 2006), press releases, Silver website

Public Market Perspective 4

Highly Confidential – Preliminary Draft

Shares Traded Analysis
Since JM Proposal on November 6^th (US$ per share)

Shares Traded            Cummulative Date            Share Price            That Day (mm) Shares Traded      % of Float

6-Nov-06 $29.84 16.4 16.4 36.4%

7-Nov-06 29.43 6.2 22.6 50.0%

8-Nov-06 28.94 3.4 26.0 57.5%

9-Nov-06 27.93 3.3 29.3 64.7%

10-Nov-06 27.70 1.7 31.0 68.5%

13-Nov-06 27.50 0.9 31.8 70.4%

14-Nov-06 27.95 1.2 33.1 73.1%

15-Nov-06 27.54 1.0 34.1 75.4%

16-Nov-06 27.86 0.8 34.9 77.1%

17-Nov-06 27.82 0.8 35.6 78.8%

20-Nov-06 27.49 0.7 36.4 ^80.5%

Source: Factset

Public Market Perspective 5

Highly Confidential – Preliminary Draft

Public Market Perspective
Silver Relative Share Price Performance vs. Selected Companies / Composites

5 Years 3 Years

Dow Jones Transportation LTL Composite ² 165.3% 69.4% Composite Truckload Composite ¹ 134.0% Truckload Composite ¹ 36.5% Dow Jones Transportation 94.4% S&P 500 35.5% Composite Silver 31.6% Silver 32.2% S&P 500 22.6% LTL Composite ² 28.3% 1 Year 6 Months

Silver 36.8% S&P 500 11.0% Dow Jones Transportation            Dow Jones 16.9% 4.6% Composite            Transportation LTL (3.3)% S&P 500 12.2% Composite ² Truckload Composite ¹ 3.4% Silver (3.8)% Truckload LTL Composite ² 0.4% (5.1)% Composite ¹ Source: Bloomberg and Factset (as of November 20, 2006) ¹Includes Covenant Transport, Heartland Express, JB Hunt Transport, Knight Transportation, U.S. Xpress and Werner. ²Includes Arkansas Best, Central Freight, Con-Way, Old Dominion, Saia and YRC Worldwide. Public Market Perspective 6

Highly Confidential – Preliminary Draft

Public Market Perspective
Evolution of Wall Street EPS Estimate since November 2001 (US$  per share)

$ 3.00 $ 35.00 $ 30.00 $ 2.50 $ 2.50 2008E $ 25.00 $ 2.00 $ 2.07 $2.06 2007E Closing 2006E Estimate $ 20.00 $ 1.50 $ 1.47 EPS 2005A $ 15.00 $ 1.30 2004A            Stock Price $ 1.00 $ 0.93 $ 10.00 $ 0.78 2003A 2002A $ 0.50 $ 0.45 2001A $ 5.00 $ 0.00 $ 0.00 Nov-2001 Nov-2002 Nov-2003 Nov-2004 Nov-2005 Nov-2006 Silver Share Price

Source: Factset (as of November 20, 2006) and IBES

Public Market Perspective 7

Highly Confidential – Preliminary Draft

Public Market Perspective
Transportation Sector

John G. Larkin, Stifel Nicolaus
November 16, 2006

“Anecdotal evidence from conversations with several truckload, less-than-truckload (LTL) and rail company representatives suggests that industry demand remains depressed during the time of year when volumes are typically the strongest.”

“Some carriers implied that competition for freight is heating up. Though pricing still appears to be rational, we would not be surprised if some carriers are experiencing a bit of downward pressure on rates in 4Q06.”

“In light of the insights we gained at the conference, we continue to believe that the long-term, capacity-constrained operating environment (in which we expect the industry to operate for the forseeable future) will provide the requisite backdrop for well-managed companies to raise rates in excess of their cost increases, to expand margins, and to benefit from industry consolidation—all of which should translate into above-market earnings growth for investors. Therefore, we suggest long-term investors should view the current environment, the relatively weak near-term outlook for industry demand, and the resulting depressed valuations across the transportation group as an opportunity to build positions in several companies that we view as long-term industry winners.” October 30, 2006

“In this fundamentally tight supply/demand environment, the trick is to provide very good service with the fleet you have rather than mediocre service with a fleet that’s growing,” Larkin says. The high-service carriers have been able to command prices that meet or even exceed rising costs. Considering the capacity constraints, that favorable pricing position should hold unless demand drops off dramatically.”

Jon A. Langenfeld, Baird
September 26, 2006

“The US’ national average for diesel fuel has fallen -15% from August 2006’s peak of $3.07/gallon and -10% quarter-to-date. The decline should benefit TL carriers and offset the drag caused by the run-up in diesel prices for the first 6 weeks of 3Q06. Importantly, diesel fuel prices at current levels and below set up nicely for 4Q06, as TL carriers suffered from the spike in fuel costs following Hurricanes Katrina and Rita in 4Q05.”

Edward Wolfe, Bear Stearns
September 15, 2006

“We suspect much of the weaker TL demand is actually resulting from an increased supply of trucks. Outside of weakened direct and in-direct demand for home building, which we estimate represents about 8% and 6.5% respectively of TL and LTL total revenue; we see few signs of a slowing freight economy. During the 4Q, the TL and LTL carriers will face very steep comparisons versus a year ago when the U.S. government spent about $300M on purchasing truck capacity in the Gulf, during the already capacity constrained strong peak shipping season.”

Source: Wall Street Research Public Market Perspective 8

Highly Confidential – Preliminary Draft

Public Market Perspective
Truckload Sectors P/E Trading Multiples Over Time

Next Full Fiscal Year P/E Multiple over Time 5 Year 3 Year 1 Year Median            High            Low            Median            High            Low            Median              High            Low

Silver 14.3x 32.5x 9.4x 13.2x 17.6x 9.4x 12.7x 16.7x 9.4x Silver Rank (Out of 7 peers) 7 NM 6 7 NM 5 7 NM 7 Covenant 15.8x 35.6x 8.2x 16.1x 35.6x 8.2x 18.3x 35.6x 15.0x Heartland Express 20.0 26.0 15.5 19.4 24.9 15.5 18.9 21.6 15.5

J.B. Hunt 15.8 31.5 11.3 15.2 19.4 11.5 14.0 17.8 11.5

Knight Transport 21.5 30.5 16.0 20.1 26.6 16.0 19.6 26.6 16.0

U.S. Xpress 14.7 48.4 7.0 13.3 21.9 7.1 14.6 18.6 10.0

Werner 15.4 24.0 11.4 14.1 18.7 11.4 13.0 16.4 11.4

Median 15.8x 31.5x 11.3x 15.2x 21.9x 11.4x 14.6x 18.6x 11.5x Current P/E CY2006E P/E

21.4x 17.8x 15.1x 14.9x 14.1x 13.6x 11.7x NM Knight            Heartland            Werner            J.B. Hunt            Silver Current ¹ U.S. Xpress            Silver Undisturbed ² Covenant CY2007E P/E

29.2x 18.2x 17.6x 14.2x 14.0x 13.7x 11.6x 11.2x Covenant            Knight            Heartland            Werner            Silver Current ¹ J.B. Hunt            Silver Undisturbed ² U.S. Xpress Source: Thomson, IBES and Factset (as of November 20, 2006) ¹Silver’s P/E multiples calculated using the $29 per share JM proposal. ²Based on Silver share price of $24.05, immediately prior to offer (November 3, 2006) Public Market Perspective 9

Highly Confidential – Preliminary Draft

Public Market Perspective
Truckload Sectors EV / EBITDA Trading Multiples Over Time

Current Fiscal Year EV/EBITDA Multiple over Time 5 Year 3 Year 1 Year Median            High            Low            Median            High            Low            Median              High            Low

Silver 5.9x 8.8x 4.2x 5.5x 7.6x 4.2x 5.1x 6.4x 4.2x Silver Rank (Out of 7 peers) 5 5 4 5 5 5 5 5 5 Covenant 4.3x 5.7x 2.5x 4.3x 5.7x 2.5x 4.4x 5.7x 3.8x Heartland Express 9.6 13.9 6.5 8.9 12.0 6.5 8.2 10.1 6.5

J.B. Hunt 6.2 8.1 4.2 6.6 8.1 5.3 6.4 7.8 5.3

Knight Transport 9.8 12.4 7.4 9.1 12.4 7.4 8.7 12.2 7.4

U.S. Xpress 5.1 8.2 3.6 5.5 8.2 3.6 5.7 7.3 4.8

Werner 5.2 6.4 3.8 4.6 6.0 3.8 4.2 5.4 3.8

Median 5.9x 8.2x 4.2x 5.5x 8.1x 4.2x 5.7x 7.3x 4.8x Current EV/EBITDA Multiples CY2006E EV/EBITDA

8.6x 7.3x 7.1x 6.5x 5.2x 5.2x 4.4x 4.4x Knight            Heartland            Covenant            J.B. Hunt            U.S. Xpress            Silver Current ¹ Werner            Silver Undisturbed ² CY2007E EV/EBITDA

7.3x 7.0x 6.1x 6.0x 5.2x 4.5x 4.4x 4.2x Knight            Heartland            Covenant            J.B. Hunt            Silver Current ¹ U.S. Xpress            Silver Undisturbed ² Werner Source: Thomson, IBES and Factset (as of November 20, 2006) ¹Silver’s multiples calculated using the $29 per share JM proposal. ²Based on Silver share price of $24.05, immediately prior to offer (November 3, 2006).

Public Market Perspective 10

Highly Confidential – Preliminary Draft

II. Review of Silver Management Financial Plan

Review of Silver Management Financial Plan 11

Highly Confidential – Preliminary Draft

Review of Silver Management Financial Plan Summary Financial Projections (US$ in millions, except per share amounts)

06E-11E Fiscal Year Ended Dec. 31 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E            CAGR Operating Revenues $ $2,397.7 $ $2,826.2 $ $3,197.5 $ $3,216.3 $ $3,369.5 $ $3,693.2 $ $4,076.1 $ $4,506.1 $ $4,964.0 9.1%

% Growth 17.9% 13.1% 0.6% 4.8% 9.6% 10.4% 10.5% 10.2% EBITDA ¹ $ 291.6 $ 364.4 $406.6 $ $ 499.2 $ $ 510.9 $ 598.0 $ 669.5 $ 772.7 $ 894.6 12.4%

% Margin 12.2% 12.9% 12.7% 15.5% 15.2% 16.2% 16.4% 17.1% 18.0% Rental Expense 82.4 81.4 57.7 51.5 49.1 36.3 46.6 44.3 32.1

EBITDAR ¹ $ 374.0 $ 445.8 $464.3 $ 550.7 $ $ 560.0 $ 634.3 $ 716.1 $ 817.0 $ 926.8 11.0%

% Margin 15.6% 15.8% 14.5% 17.1% 16.6% 17.2% 17.6% 18.1% 18.7% D&A 150.6 183.8 199.8 223.2 237.7 260.1 281.6 297.6 318.8

% Sales 6.3% 6.5% 6.2% 6.9% 7.1% 7.0% 6.9% 6.6% 6.4% EBIT ¹ $ 141.0 $ 180.6 $206.8 $ 276.0 $ $ 273.1 $ 337.9 $ 387.9 $ 475.1 $ 575.8 15.8% Operating Ratio ¹ 94.1% 93.6% 93.5% 91.4% 91.9% 90.9% 90.5% 89.5% 88.4%

Interest Expense (net) 15.4 18.0 28.2 25.2 11.4 6.3 2.8 0.7 (1.4)

Net Income ¹ 79.4 103.5 108.7 139.3 161.6 204.4 237.2 291.8 354.8 20.6% % Sales 3.3% 3.7% 3.4% 4.3% 4.8% 5.5% 5.8% 6.5% 7.1% EPS (diluted) $ 0.94 $ 1.29 $1.47 $ 1.84 $ 2.12 $ 2.67 $ 3.09 $ 3.79 $ 4.58 20.1%

% Growth 37.3% 14.1% 24.8% 15.4% 26.0% 15.6% 22.6% 21.1% Reported EPS (diluted) $1.37 $ 2.05

Wall Street Median EPS Estimates ² $ 2.06 $ 2.07 $ 2.50

% Variance vs. Wall Street Estimates (0.6)% 2.5% 6.9% Capex Net Proceeds from Asset Sales 222.8 323.8 386.8 163.3 322.9 338.8 417.7 443.5 479.9

% Sales 9.3% 11.5% 12.1% 5.1% 9.6% 9.2% 10.2% 9.8% 9.7% Change in Working Capital 1.0 (13.9) (46.9) 4.0 0.9 0.4 (3.2) (3.6) (3.9)

Deferred Taxes 30.6 21.6 3.7 (3.3) (8.5) 0.0 0.0 0.0 0.0

Levered Cash Flow $ 36.7 $ (1.0) $(27.7) $ 192.0 $ 67.1 $ 125.3 $ 104.3 $ 149.6 $ 197.6

Source: Silver projections as per Silver Management Financial Plan

¹ Excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives.

²Source: IBES Review of Silver Management Financial Plan 13

Highly Confidential – Preliminary Draft

Review of Silver Management Financial Plan

2007E-2011E Plan Assumptions

Assumes GDP growth of 2.0% in 2006 and 3.0% in the years thereafter 4% — 5% year over year fleet growth Approximately 1% year over year loaded utilization improvement

Approximately $0.05 year over year revenue per loaded mile (RPLM) improvement (3% — 3.3%)

20 basis point deadhead improvement in 2008E – 2009E; another 20 basis point improvement in 2010E – 2011E

$ 110 million carrier revenue annual growth ($100mm = Intermodal; $10mm = Brokerage)

$ 0.015/RPLM driver wage increase in 2008E – 2009E; $0.02/RPLM increase in 2011E

$0.02/RPLM owner/operator wage increase in 2008E – 2011E Fuel impact neutral to 2006E and miles per gallon flat to 2006E

5.7% — 5.8% insurance as a percent of Net Revenue (excl. fuel surcharge and carrier revenue)

Impairment charges for freightline tradeback units are included No impact from derivative instruments included

Source: Silver Management Financial Plan

Review of Silver Management Financial Plan 12

Highly Confidential – Preliminary Draft

Review of Silver Management Financial Plan
Summary Credit Statistics (US$ in millions)

Capital Structure 2003A 2004A 2005A 2006E 2007E 2008E 2009E 2010E 2011E Cash $ 19.1 $ 28.2 $ 13.1 $ $ 22.1 $ $ 21.8 $ $ 1.7 $ $ 113.3 $ $ 170.3 $ $ 385.6 Total Debt $383.4 $605.8 $609.0 $ $ 365.0 $ $ 255.0 $ $ 100.0 $ $ 100.0 $ $ 0.0 $ $ 0.0 Net Debt 364.4 577.6 595.9 342.9 233.2 98.3 (13.3) (170.3) (385.6) Stockholders Equity 844.6 738.3 870.0 1,041.1 1,208.7 1,419.1 1,662.3 1,960.1 2,320.9 Credit Statistics Total Debt/EBITDA 1.3 x 1.7 x 1.5 x 0.7 x 0.5 x 0.2 x 0.1 x 0.0 x 0.0 x EBITDA/Interest Expense 18.9 x 20.2 x 14.4 x 19.8 x 44.7 x 94.8 x 243.1 x            NM            NM (EBITDA-Capex)/Interest 4.5 x 2.3 x 0.7 x 13.3 x 16.5 x 41.1 x 91.4 x            NM            NM Total Debt/Capitalization 31% 45% 41% 26% 17% 7% 6% 0% 0% FFO/Total Debt ¹ 60% 47% 51% 99% 157% 465% 519% NM            NM FCF/Total Debt ² 10% (0)% (5)% 53% 26% 125% 104% NM            NM Adj. Total Debt ³ $ 674.2 $ 549.6 $ 317.7 $ 379.4 $ 265.7 $ 192.8 Adj. Total Debt/EBITDAR ³ 1.2 x 1.0 x 0.5 x 0.5 x 0.3 x 0.2 x Adj. Total Debt/Capitalization ³ 39% 31% 18% 19% 12% 8%

Source: Silver projections as per Silver Management Financial Plan ¹FFO defined as Net Income plus depreciation and amortization. ²FCF defined as FFO less capex, changes in working capital and deferred taxes. ³Credit statistics adjusted for operating leases using a 6.0x multiple of annual rent expense. Review of Silver Management Financial Plan 14

Highly Confidential – Preliminary Draft

Silver Management Financial Plan Analysis
Silver Wall Street Research P/E Multiple Over Time (US$  per share)

Recession            Recession 35x $ 2.50 1991-1992 2001-2002 Consensus) 30x Median P/E = 16.5x            Median P/E = 13.5x $ 2.00 Next Fiscal 25x Street $ 1.50 20x            Year Wall Street 15x Year P/E (Wall $ 1.00 Fiscal            EPS 10x            Estimate $ 0.50 Silver Next 5x 0x $ 0.00 Sep-1990 Sep-1993 Sep-1996 Sep-1999 Sep-2002 Sep-2005 Silver P/E (Wall Street) Silver EPS Estimate (Wall Street) Source: Factset, IBES

Review of Silver Management Financial Plan 15

Highly Confidential – Preliminary Draft

Silver Management Financial Plan Analysis
Illustrative Future Share Price Analysis (US$ in millions, except per share amounts)

Illustrative Future Silver Share Price 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management Financial Plan EPS             Silver Management Financial Plan EBITDA ^{1 2} $ 2.12 $ 2.67 $ 3.09 $ 3.79 $ 4.58 $510.9 $598.0 $669.5 $772.7 $894.6

10.0 x $ $21.21 $ $26.72 $ $30.89 $ $37.85 $ $45.84 4.0 x $23.76 $29.99 $35.05 $42.30 $51.22

11.0 x 23.33 29.40 33.98 41.64 50.42 Trailing 4.5 x 27.11 33.90 39.41 47.32 57.00

Forward 12.0 x 25.46 32.07 37.06 45.43 55.01 EBITDA 5.0 x 30.46 37.81 43.77 52.33 62.78

P/E Multiple Multiple 13.0 x 27.58 34.74 40.15 49.21 59.59 5.5 x 33.82 41.72 48.12 57.34 68.56

14.0 x 29.70 37.41 43.24 53.00 64.17 6.0 x 37.17 45.63 52.48 62.35 74.34

15.0 x 31.82 40.08 46.33 56.78 68.76

Present Value of Illustrative Future Silver Share Price ³ 2007E 2008E 2009E 2010E 2011E 2007E 2008E 2009E 2010E 2011E Silver Management Financial Plan EPS            Silver Management Financial Plan EBITDA ² $ 2.12 $ 2.67 $ 3.09 $ 3.79 $ 4.58 $510.9 $598.0 $669.5 $772.7 $894.6 10.0 x $ $21.21 $ $23.86 $ $24.62 $ $26.94 $ $29.13 4.0 x $21.21 $23.91 $24.95 $26.88 $29.06

11.0 x 23.33 26.25 27.09 29.64 32.04 Trailing 4.5 x 24.21 27.02 28.05 30.07 32.34

Forward 12.0 x 25.46 28.63 29.55 32.33 34.96 EBITDA 5.0 x 27.20 30.14 31.15 33.26 35.62

P/E Multiple Multiple 13.0 x 27.58 31.02 32.01 35.03 37.87 5.5 x 30.19 33.26 34.25 36.44 38.90

14.0 x 29.70 33.40 34.47 37.72 40.78 6.0 x 33.19 36.37 37.36 39.63 42.18

15.0 x 31.82 35.79 36.93 40.42 43.70

Source: Projections as per Silver Management Financial Plan

¹ Future share price calculated as the implied enterprise value less the net debt projected for that year by Silver Management Financial Plan, divided by the projected shares outstanding in that year.

² EBITDA excludes impact of impairments, 401k benefits, stock option acceleration, litigation settlements and gains/losses on property and derivatives.

³ Assumes a 12% discount rate. ⁴ Implied present value of future share price for 2008E-2011E based off of EPS for each year discounted back to December 31, 2006.

Review of Silver Management Financial Plan 16

Highly Confidential – Preliminary Draft

Wall Street Consensus Analysis

Illustrative Future Share Price Analysis (US$  per
share)

Illustrative Future Silver Share Price
2007E 2008E
Wall Street Consensus EPS
$ 2.07 $ 2.50

Illustrative Future Silver Share Price
2007E 2008E
Wall Street Consensus EPS
$ 2.07 $ 2.50

10.0 x $ $20.70 $ $25.00

11.0 x 22.77 27.50

Forward
12.0 x 24.84 30.00

P/E
Multiple 13.0 x 26.91 32.50

14.0 x 28.98 35.00

15.0 x 31.05 37.50

Present Value of Illustrative Future Silver Share Price ¹
2007E 2008E
Wall Street Consensus EPS ²
$ 2.07 $ 2.50
10.0 x $ $20.70 $ $22.32

11.0 x 22.77 24.55

Forward
12.0 x 24.84 26.79

P/E
Multiple 13.0 x 26.91 29.02

14.0 x 28.98 31.25

15.0 x 31.05 33.48

Source: IBES
¹ Assumes a 12% equity discount rate.
² Implied 2008E present value of future share price based off of future share price for 2008E discounted back to December 31, 2006.
Review of Silver Management Financial Plan 17

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Silver Management Financial Plan Analysis
Illustrative Present Value of Future Share Price Sensitivity Analysis¹ (US$  per share)

Present Value of Illustrative Future Silver Share Price ¹ Assumes Annual Revenue Growth Decreases by 100 bps in Each Year Relative to Silver            Assumes Annual Operating Ratio Increases by 100 bps in Each Year Relative to Silver Management Financial Plan            Management Financial Plan 200 200 200 2010E 201 200 2008E 2009E 201 201 7E 8E 9E 1E 7E 0E 1E Sensitivity to Silver Management Financial Plan EPS ² Sensitivity to Silver Management Financial Plan EPS ² $ 2.10 $ 2.62 $ 3.00 $3.65 $ 4.38 $ 1.85 $ 2.38 $ 2.76 $ 3.43 $ 4.19

10.0 x $ $21.00 $ $23.41 $ $23.95 $ 25.97 $ $27.83 10.0 x $ $18.51 $ $21.22 $ $22.03 $ $24.40 $ $26.64

11.0 x 23.10 25.75 26.34 28.57 30.61 11.0 x 20.36 23.34 24.24 26.84 29.30

Forward 12.0 x 25.20 28.09 28.74 31.16 33.39 Forward P/E 12.0 x 22.21 25.47 26.44 29.28 31.96

P/E Multiple 13.0 x 27.30 30.43 31.13 33.76 36.18 Multiple 13.0 x 24.06 27.59 28.64 31.72 34.63

14.0 x 29.40 32.78 33.52 36.36 38.96 14.0 x 25.91 29.71 30.85 34.16 37.29

15.0 x 31.50 35.12 35.92 38.96 41.74 15.0 x 27.76 31.83 33.05 36.60 39.95

Assumes Annual Revenue Growth Decreases by 100 bps and Operating Ratio Increases by 100 bps in Each Year Relative to Silver Management Financial Plan 200 200 2009E 2010E 201 7E 8E 1E Sensitivity to Silver Management Financial Plan EPS ² $ 1.83 $ 2.33 $ 2.69 $ 3.30 $ 4.00 10.0 x $ $18.32 $ $20.82 $21.43 $ 23.52 $ $25.45

11.0 x 20.15 22.90 23.57 25.87 27.99

Forward P/E 12.0 x 21.99 24.99 25.71 28.22 30.54

Multiple 13.0 x 23.82 27.07 27.86 30.57 33.08

14.0 x 25.65 29.15 30.00 32.92 35.62

15.0 x 27.48 31.23 32.14 35.28 38.17

Source: Underlying Silver projections as per Silver Management Financial Plan Note: Increases/Decreases in each year are not cumulative

¹ Assumes a 12% equity discount rate.

² Implied present value of future share price for 2008E-2011E based off of future share price for each year discounted back to December 31, 2006.

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flows (US$ in millions)

2006E 2007E 2008E 2009E 2010E 2011E

Revenue $ $3,216 $ $3,370 $ $3,693 $ $4,076 $ $4,506 $4,964

EBITDA $ 499 $ $ 511 $ 598 $ 670 $ 773 $ 895

EBIT 276 273 338 388 475 576

Unlevered Net Income 169 167 207 237 291 352

+Depreciation & Amortization 223 238 260 282 298 319

- Capex 163 323 339 418 443 480

- Increase / (Decrease) in NWC 24 1 0 (3) (4) (4)

+ Increase in Deferred Taxes (3) (8) 0 0 0 0

Unlevered Free Cash Flow $ 202 $ 73 $ 128 $ 105 $ 149 ^{$ 195}

Source: Projections as per Silver Management Financial Plan

Review of Silver Management Financial Plan 19

Highly Confidential – Preliminary Draft

Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flow Analysis (US$  per share)

Key Assumptions Equity Value Per Share ¹

Unlevered free cash flows discounted back to December 31, 2006 Perpetuity Growth Rate 1.0 % 2.0 % 3.0 % 4.0 % 5.0 %

Unlevered free cash flow defined as: 11.0% $ 18.35 $ 20.32 $ 22.71 $ 25.78 $ 29.88

Rate 10.5% 19.64 21.81 24.55 28.14 33.03

+ Unlevered Net Income            Discount 10.0% 21.02 23.49 26.66 30.89 36.82

+ Depreciation and Amortization 9.5% 22.56 25.40 29.10 34.15 41.45

- Capital Expenditures 9.0% 24.30 27.58 31.95 38.07 47.24

- Increases in Working Capital Implied Terminal Multiples of 2011E EBITDA

+ Increase in deferred taxes = Unlevered Free Cash Flow            Perpetuity Growth Rate 1.0 % 2.0 % 3.0 % 4.0 % 5.0 %

Projections are per Silver Management Financial Plan 11.0% 2.3 x 2.6 x 3.0 x 3.4 x 4.0 x Rate 10.5% 2.4 x 2.8 x 3.1 x 3.7 x 4.4 x

Terminal value is based on a perpetuity growth rate of            Discount 10.0% 2.6 x 2.9 x 3.4 x 4.0 x 4.8 x

free cash flow in 2011E 9.5% 2.7 x 3.1 x 3.6 x 4.3 x 5.3 x

Marginal tax rate of 38.8% 9.0% 2.9 x 3.3 x 3.9 x 4.7 x 6.0 x Source: Projections as per Silver Management Financial Plan ¹ Assumes net debt of $342.9 and 74.9 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan.

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Silver Management Financial Plan Analysis
Illustrative Discounted Cash Flow Sensitivity Analysis (US$  per share)

Implied Equity Value Per Share ^{1 2} Change in Each Year’s Sales Growth vs. Silver Management Financial Plan (3.0)% (2.0)% (1.0)% 0.0 % 1.0 % 2.0 % 3.0 %

Plan 3.0% $ 9.52 $10.13 $10.76 $ 11.42 $ 12.10 $ 12.80 $ 13.52

2.0% 14.11 14.92 15.76 16.62 17.52 18.45 19.40

Financial (1.0)% 18.70 19.70 20.69 21.71 22.77 23.87 25.00

0.0% 23.11 24.25 25.44 26.66 27.93 29.24 30.60

^{Ratio vs. Silver}

Management

^{in Each Year’s}

Operating Change (1.0)% 27.48 28.81 30.19 31.61 33.09 34.62 36.20

(2.0)% 31.85 33.37 34.94 36.57 38.25 39.99 41.80

(3.0)% 36.22 37.92 39.69 41.52 43.41 45.37 47.39

Source: Projections as per Silver Management Financial Plan ¹ Assumes net debt of $342.9 and 74.9 million basic shares outstanding at December 31, 2006 as per Silver Management Financial Plan. ² Assumes a discount rate of 10.0% and a perpetuity growth rate of 3.0%. Review of Silver Management Financial Plan 21

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III. Analysis of Potential Third Party Strategic & Financial

Buyer Interest

Analysis of Potential Third Party Strategic & Financial Buyer Interest 22

Highly Confidential – Preliminary Draft

Analysis of Third Party Interest
Strategic & Financial ($ in millions)

Strategic            Financial Name            Market Cap            Name            Fund Size

Logistics            Blackstone $20,000

UPS $80,612 Cerberus Partners LP 17,000

FedEx 35,672 Apollo Management LP 10,000

DPWN 33,597 Warburg Pincus LLC 8,000

Carlyle Group 7,850

Truckload            Clayton Dubilier & Rice Inc. 4,000

JB Hunt 3,229 Court Square Capital 2,500

Knight 1,590 Kelso & Company 2,100

Heartland 1,552 Nautic Partners LLC 1,100

Werner Enterprises 1,463 Freeman Spogli & Company Inc. 1,000

Fenway Partners Inc. 900

Railroads            Greenbriar 700

Burlington Santa Fe 28,627

Canadian National 25,753

Union Pacific 24,727

Norfolk Southern 22,416

CSX 16,713

Source: Company filings, Factset

Analysis of Potential Third Party Strategic & Financial Buyer Interest 23

Highly Confidential – Preliminary Draft

Review of Selected Transactions
Premia Paid¹

Premia (%)² Equity Undisturbed            Value 52 wk 52 wk Date            Target            Aquiror ($MM) Undisturbed 1 Week 1 Month            Low            High

Nov 3 2006 Silver            JM 2,207 20.6 15.0 13.0 51.8 (13.7)

8-Sep-06 Freescale            Blackstone, Carlyle, Premia Funds, TPG 17,600 29.3 29.6 41.6 86.1 21.6

28-Aug-06 Intergraph            Hellman & Friedman, TPG, JMI Equity 1,325 20.0 23.0 23.9 45.5 (14.5)

18-Aug-06 Glenborough            Morgan Stanley Real Estate 1,900 8.2 13.7 18.2 46.2 8.2

17-Aug-06 Lone Star Steakhouse & Saloon            Lone Star Funds 614 15.1 14.5 13.3 18.2 (4.6)

7-Aug-06 Aleris International            TPG 1,717 26.8 28.2 17.3 132.4 2.0

19-Jul-06 HCA            Bain Capital/KKR/Merrill Lynch 21,279 16.8 17.1 17.6 142.9 (3.0)

13-Jul-06 Petco Animal Supplies            Green Equity Investors/TPG Partners 1,695 49.1 46.1 52.9 57.9 (1.0)

4-Jul-06 Duquesne Light Holdings            Macquarie 1,609 21.7 24.8 21.1 26.4 2.9

30-May-06 West Corp            TH Lee/Quadrangle 3,351 13.0 17.3 5.2 38.7 (1.6)

26-May-06 Kinder Morgan            Kinder/Morgan/Two BOD 15,000 27.4 27.4 24.0 38.3 6.0

members/GS/AIG/Carlyle/Riverstone 12-May-06 NCO Group            One Equity Partners 922 42.0 35.6 25.6 80.0 13.1

28-Apr-06 Aramark            GS/CCMP/JPM/TH Lee/Warburg 6,300 20.2 20.4 16.5 37.9 12.9

17-Mar-06 Michaels Stores            Bain Capital/Blackstone 6,025 29.6 32.6 37.7 43.0 1.8

3-Mar-06 Education Management            Providence/GS 3,372 16.3 13.9 35.5 73.1 13.0

3-Mar-06 CarrAmerica Realty            Blackstone 2,900 8.9 10.5 20.9 44.7 7.9

7-Feb-06 Univision Communications            Madison Dearborn/Providence/TPG/TH Lee 12,326 18.7 13.9 16.8 53.2 13.8

20-Jan-06 The Sports Authority            Leonard Green 1,043 20.0 26.0 20.9 57.0 8.9

16-Dec-05 Town and Country            Morgan Stanley Real Estate/Onex Real Estate 716 11.9 11.4 16.1 34.5 10.8

10-Nov-05 Meristar Hospitality            Blackstone 1,117 20.1 21.2 20.1 69.9 11.6

8-Nov-05 La Quinta            Blackstone 2,342 36.9 35.4 37.2 44.0 16.1

28-Oct-05 SERENA Software            Silver Lake 842 2.7 5.4 22.9 34.5 1.0

14-Sep-05 UICI            Blackstone/GS/DLJ 1,760 19.0 16.9 18.4 68.9 3.2

13-Sep-05 Linens ‘N Things            Apollo 1,295 7.9 16.6 16.0 29.0 (2.5)

5-Sep-05 Capital Automotive REIT            DRA Advisors 2,109 9.0 9.0 4.0 29.2 (3.3)

1-Sep-05 Albertson’s            Supervalu/Cereberus/CVS 11,723 12.9 9.6 6.9 35.4 1.1

17-Aug-05 Tommy Hilfiger            Apax Partners 1,589 4.3 23.7 17.3 95.1 4.3

27-Jul-05 SS&C Technologies            Carlyle 941 12.9 10.4 26.7 127.4 7.1

Source: Public Filings, FactSet

¹ LBOs involving financial sponsors of US publicly traded and domiciled companies with an equity value greater than $500 million, excluding squeeze-outs. Includes deals that were terminated and are pending since 2000.

² Based off undisturbed date, which is defined as the day prior to any significant public speculation or announcement of a potential sale transaction.

Analysis of Potential Third Party Strategic & Financial Buyer Interest 24

Highly Confidential – Preliminary Draft

Review of Selected Transactions
Premia Paid (Cont’d)¹

Premia (%)² Equity Undisturbed            Value 52 wk 52 wk Date            Target            Aquiror ($MM) Undisturbed 1 Week 1 Month            Low            High

24-Jun-05 Burlington Coat Factory            Bain Capital 2,051 26.2 24.0 44.5 160.0 18.6

31-May-05 School Specialty            Bain Capital 1,356 24.9 26.1 32.0 46.3 14.8

19-May-05 Maytag            Ripplewood 1,132 21.1 33.6 (0.6) 46.3 (46.8)

17-May-05 Metals USA            Apollo 539 58.4 47.4 33.1 63.4 (11.6)

12-May-05 iPayment            Management Group 638 35.9 26.2 5.3 35.9 (13.5)

7-Apr-05 ShopKo I            Goldner Hawn 767 4.2 8.0 33.0 96.4 4.2

7-Apr-05 ShopKo II            Sun Capital 899 25.9 30.5 60.8 137.3 25.9

18-Mar-05 SunGard            Silver Lake/Bain/Blackstone/GS/KKR/Providence/TPG 11,043 44.3 42.3 37.3 59.7 25.7

15-Mar-05 Neiman Marcus            TPG/Warburg 5,111 33.8 35.7 37.7 108.3 33.8

4-Mar-05 Insight Communications            Carlyle 718 21.4 24.8 14.1 42.9 12.5

24-Jan-05 Beverly Enterprises            Fillmore Capital 1,614 33.3 37.4 35.1 111.1 30.2

3-Dec-04 Sola International            Carl Zeiss/EQT 923 26.6 33.9 42.3 78.7 18.9

29-Oct-04 DoubleClick            Hellman & Friedman 1,102 33.6 36.7 44.8 88.9 (33.6)

20-Oct-04 Boca Resorts            Blackstone 1,032 25.3 30.6 29.9 85.6 20.5

15-Oct-04 Select Medical            Welsh Carson 1,979 26.6 28.5 40.0 60.7 (7.1)

10-Sep-04 Metro-Goldwyn-Mayer            Sony/Providence/TPG/Comcast/DLJ 2,944 8.0 8.8 2.7 9.1 (43.0)

27-Aug-04 LNR Property            Cerberus 1,905 6.8 10.7 17.7 57.8 6.7

17-Aug-04 Prime Hospitality            Blackstone 571 44.6 38.7 21.4 48.1 3.9

10-Aug-04 Toys R Us            Bain/KKR/Vornado 6,084 62.9 63.1 61.8 158.0 54.4

19-Mar-04 US Oncology            Welsh Carson 1,187 18.5 17.3 16.2 119.7 10.0

5-Mar-04 Extended Stay America            Blackstone 2,040 24.1 26.3 27.9 99.4 20.4

6-Dec-02 AmeriPath            Welsh Carson 629 29.2 25.8 37.5 72.8 (34.1)

11-Oct-02 Quintiles            One Equity Partners 1,650 74.5 79.5 46.9 83.3 (20.2)

20-Sep-02 Dole Food            Murdock 1,473 36.8 30.8 23.1 73.3 (1.0)

9-Apr-02 Herbalife            Golden Gate 678 28.7 30.0 40.1 164.9 27.8

19-Feb-01 Springs Industries            Heartland Industrial Partners 505 27.4 25.7 38.6 103.3 (5.8)

20-Dec-00 Michael Foods            Vestar Capital Partners 571 13.6 9.2 9.9 53.9 4.9

1-Jun-00 Buffets            Caxton-Iseman Capital 594 21.1 23.8 38.5 71.8 15.4

Mean 25.4 26.6 29.9 72.2 4.6

Median 21.7 25.7 25.6 61.1 4.9

Source: Public Filings, FactSet

¹ LBOs involving financial sponsors of US publicly traded and domiciled companies with an equity value greater than $500 million, excluding squeeze-outs. Includes deals that were terminated and are pending since 2000.

² Based off undisturbed date, which is defined as the day prior to any significant public speculation or announcement of a potential sale transaction.

Analysis of Potential Third Party Strategic & Financial Buyer Interest 25

Highly Confidential – Preliminary Draft

Summary of Precedent Trucking Transactions

(US$ in millions)

Median            LTL            TL            Both
LTL 6.2x
TL 4.8x
ALL 6.1x 7.4 x
7.3 x
6.0 x 6.4 x
6.1 x 5.9 x 5.7 x
Enterprise
Value / LTM
EBITDA
3.9 x
Announced 26-May-2006 27-Oct-2005 15-May-2005 27-Feb-2005 08-Jul-2003 21-Aug-2001 12-Dec-2000 12-Nov-2000
Date
Target            Watkins Motor Lines            Transport Corporation            Overnite            USF            Roadway            Arnold Industrie s            M.S.Carriers            American Freightways
Buyer            FedEx            Goldner Hawn            United Parcel Service            Yellow            Yellow            Roadway             Swift            FedEx
Value $ 780 $ 113 $1,276 $1,468 $1,113 $503 $678 $1,212
Premium ¹ – 25.0% 46.2% 22.3% 59.9% – 52.5% 71.8%

Source: Company filings
¹ Premium based on stock price 1 day prior to announcement.
Analysis of Potential Third Party Strategic & Financial Buyer Interest 26

Highly Confidential – Preliminary Draft

Silver Analysis at Various Prices
(US$ in millions except per share amounts)

Silver Share price as of 20 November 2006 $ $ 27.49 Undisturbed Silver Share price as of 3 November 2006 24.05 Premium to Market Price 5.5% 9.1% 12.8% 16.4% 20.0% 23.7% Premium to Undisturbed Price 20.6% 24.7% 28.9% 33.1% 37.2% 41.4% Purchase Price Per Silver Share ($) $ $ 29.00 $ $ 30.00 $ $ 31.00 $ $ 32.00 $ $ 33.00 $ $ 34.00 Equity Consideration — Diluted ¹ $ $2,207.4 $ $2,286.1 $ $2,364.7 $ $2,443.4 $ $2,522.1 $ $2,600.8 Enterprise Value ² 2,550.3 2,629.0 2,707.7 2,786.3 2,865.0 2,943.7 Enterprise Value / Sales            FY 2006E $ $3,216.3 0.8 x 0.8 x 0.8 x 0.9 x 0.9 x 0.9 x FY 2007E 3,369.5 0.8 0.8 0.8 0.8 0.9 0.9 Enterprise Value / EBITDA            FY 2006E $ $ 499.2 5.1 x 5.3 x 5.4 x 5.6 x 5.7 x 5.9 x FY 2007E 510.9 5.0 5.1 5.3 5.5 5.6 5.8 Enterprise Value / EBIT            FY 2006E $ $ 276.0 9.2 x 9.5 x 9.8 x 10.1 x 10.4 x 10.7 x FY 2007E 273.1 9.3 9.6 9.9 10.2 10.5 10.8 Price / EPS            FY 2006E $ 2.05 14.2 x 14.7 x 15.1 x 15.6 x 16.1 x 16.6 x FY 2007E 2.12 13.7 14.1 14.6 15.1 15.6 16.0 Third Party 2007E Dollar Accretion / Dilution ³ All cash @ 5.0% cost of debt $ 79.8 $ 76.4 $ 73.1 $ 69.7 $ 66.3 $ 62.9 All cash @ 6.0% cost of debt 66.3 62.4 58.6 54.7 50.9 47.0 All cash @ 7.0% cost of debt 52.8 48.4 44.1 39.8 35.4 31.1 All cash @ 8.0% cost of debt 39.3 34.5 29.6 24.8 20.0 15.2 All cash @ 9.0% cost of debt 25.8 20.5 15.2 9.9 4.6 (0.7) All cash @ 10.0% cost of debt 12.3 6.5 0.7 (5.1) (10.9) (16.6) Source: Silver projections as per Silver Management Financial Plan (1) Assumes 74.9 million basic shares outstanding as of 31 December 2006. Assumes exercise of 3.8 million options outstanding with a weighted average strike price of $19.45. (2) Assumes net debt of $ 342.9 million as of 31 December 2006 as per Silver Management. (3) Assumes 20.0% of the excess purchase price is allocated to intangibles and amortized over 10 years; assumes a marginal tax rate for the acquiror of 38.8%.

Analysis of Potential Third Party Strategic & Financial Buyer Interest 27

Highly Confidential – Preliminary Draft

Preliminary Analysis of a Third Party LBO Assumes $29 Per Share (US$ in millions) Sources of Funds            Uses of Funds Cost of 2006E ¹ Sources            Amount            Debt      % of Total            EBITDA            Uses            Amount

Existing Cash $ 22 0.8% Price Per Share $29.00

First Lien 1,248 8.1% 46.1% 2.5 x            Equity Purchased $2,207

Sr. / Sub. Debt 499 11.6% 18.4% 3.5 x            Existing Debt Retired 365

Total Debt 1,747 64.5% 3.5 x            Purchase Price $2,572

Sponsor Equity 939 34.7% 5.4 x            Multiple of 2006E EBITDA 5.2 x Multiple of 2007E EBITDA 5.0 x Change In Control Payments 20

Fees & Expenses 94

Minimum Cash 22

Total Sources $2,708 100.0% Total Uses $2,708 Summary Cash Flow & Credit Statistics            Illustrative IRR Sensitivity Analysis ² Fiscal Year Ending December            Trailing 12 Months Exit EV/EBITDA Multiples 2007E 2008E 2009E 2010E 4.0 x 4.5 x 5.0 x 5.5 x 6.0 x

FCF Available for Debt ($ 22) $ 33 $ 11 $ 56 Sponsor 2009E 1.3% 11.7% 20.5% 28.2% 35.1% Total Senior Debt 1,270 1,237 1,226 1,170 Exit Year 2010E 11.4% 18.2% 24.0% 29.0% 33.6% Total Debt 1,769 1,736 1,725 1,669 2011E 16.8% 21.5% 25.6% 29.2% 32.5% Credit Statistics

EBITDA / Tot. Int. Exp. 3.1 x 3.6 x 4.1 x 4.8 x             Illustrative IRR Sensitivity Analysis ³ EBITDA-Capex / Tot. Int. Exp. 1.1 x 1.6 x 1.5 x 2.0 x            Initial Purchase Price Per Silver Share Total Senior Debt / EBITDA 2.5 x 2.1 x 1.8 x 1.5 x $29.00 $30.00 $31.00 $32.00 $33.00 $34.00 Total Debt / EBITDA 3.5 x 2.9 x 2.6 x 2.2 x 3.0 x 22.6% 21.1% 19.6% 18.3% 17.0% 15.8% Adj. Total Debt / EBITDAR 3.7 x 3.1 x 2.8 x 2.4 x            Initial            Leverage 3.5 x 25.6% 23.6% 21.8% 20.1% 18.5% 17.1% Total Debt / Total Cap 64.1% 61.6% 58.9% 54.7% 4.0 x 30.1% 27.3% 24.9% 22.7% 20.7% 18.9% Adj. Total Debt / Total Cap 67.6% 64.4% 62.5% 58.3% FCF/TD (1.2%) 1.9% 0.6% 3.4%

Source: Silver projections as per Silver Management Financial Plan; Capital Structure as per Goldman Sachs’ preliminary leverage assumptions

¹ Assumes 2006E EBITDA of $499mm. ² Assumes transaction initial leverage of 3.5x. ³ Assumes sale at 5.0x trailing 12 month EBITDA and exit in 2011E. Analysis of Potential Third Party Strategic & Financial Buyer Interest 28

Highly Confidential – Preliminary Draft

Appendix A: Supporting Materials

Supporting Materials 29

Highly Confidential – Preliminary Draft

Sources and Uses of Funds
(US$ in millions, except per share amount)

Sources of Funds            Uses of Funds

Total Outstanding            Purchase Price/ Amount ( $) Equity Purchased            as of 30-Sep-06 Exercise Price            Amou $) nt ( Funded Term Debt: Basic Shares 54.6 $29.00 $ $1,582

1st Lien $ 1,390 Stock Options 3.8 19.45 36

2nd Lien 485 $ $1,619

Total Funded Term Debt 1,875 JM Shares Rollover Encumbered³ 14.1 $29.00 $ 410

JM Shares Rollover Unencumbered² 6.2 29.00 179

Minimum Cash Required (estimated)¹ 22 Total Equity Purchased $ $2,207

Equity: Total Debt Retired (06 mgmt estimate; includes securitized AR) 365

JM Equity Rollover (Unencumbered)² 179

JM Equity Rollover (Encumbered)³ 410 Cash on Balance Sheet 22

Additional Equity Required⁴ 236

Total Contributed Equity $ 825 Estimated Fees:

Change of Control Payments⁵ 20

Advisory Fees (estimated)⁶ 50

Financing Fees (estimated @ 2.5%) 57

Total Fees (estimated) $ 127

Total Sources of Funds $ 2,722 Total Uses of Funds $ $2,722

Note: Balance Sheet figures are expected as of December 31, 2006 as per Silver Management Financial Plan.

¹ Assumes that a minimum amount of cash is required to operate the business post-acquisition. In this case, the amount assumed to be retained equals current cash balance as of 30-Sep-2006.

² Represents Silver shares personally held by JM and not used as collateral in connection with the Shareholder loan to be made by MS. As of latest 13D filing JM personally owns 27% of total outstanding shares of 74.9mm. JM shares do not include the 9,018,353 shares held by (i) the Moyes Children’s Limited Partnership and (ii) seven irrevocable trusts for the benefit of six children of Jerry and Vickie Moyes and by an irrevocable trust for the benefit of Jerry and Vickie Moyes and six of their children. The shares shown for JM also do not include 360,000 shares held by an irrevocable trust for the children of Jerry and Vickie Moyes.
³ Assumes JM has pledged $410 million worth of stock as collateral. Therefore, JM will borrow the maximum amount of MS shareholder loan. The shareholder loan will be secured by Silver shares currently held by JM, which in the case of maximum drawdown equals 14.1 million shares of Silver (at the current offer price of $29).

⁴ Represents the additional equity required to finance the acquisition of 100% of the company. Under the current proposal of $29/share this amounts to 9,827,586 shares of Silver. The shares currently held by the Moyes Children’s

Limited Partnership equals 9,018,353 shares and the shares held by an irrevocable trust for the children of Jerry and Vickie Moyes equals 360,000 shares.

⁵ Estimated payments to be made to certain members of management based on change of control agreements that have been signed with Silver upon the acquisition by a third party.

⁶Assumes aggregate fees, which includes both sellside and buyside advisory fees.

Supporting Materials 30

Highly Confidential – Preliminary Draft

Analysis of Morgan Stanley (“MS”) Capital Structure

Pro Forma Capital Structure            Credit Views Multiple of 2006E EBITDA¹ Mgmt Truckload sector typically viewed as less stable than Less- Amount      % of Total            Estimate            MS Estimate            Than-Truckload; however Silver presents certain strengths — Prospect for improved margins as compared to fiscal Unfunded Revolver — — — - 2005

Senior Secured 1st Lien $ $1,800 57% 3.8 x 3.4 x — Strong stable blue chip customer base Senior Secured 2nd Lien $485 15% 1.0 x 0.9 x Ratings agencies focused on EBITDA growth/margins and Total Debt $ $2,285 72% 4.8 x 4.3 x ability to generate sufficient free cash flow Total Equity $874 28% 1.8 x 1.7 x — Though recently improved, Silver’s EBITDA margins have historically lagged those of truckload peers Total Capitalization $ $3,159 100% 6.6 x 6.0 x — High investments in capital expenditures impacts free MS $529.1millionoftrailingtwelve            cash flow projections estimate based on months EBITDA condition included in MS Commitment Letter ^rd (assumed to include IEL) — Cyclical concerns dated November 3

Proposed Morgan Stanley structure and pricing appears to be designed to achieve a mid to high single B corporate credit rating

^NNote: These include our preliminary observations, final observations to be contingent upon continued diligence of the company, MS capital structure and company financials

Supporting Materials 31

Highly Confidential – Preliminary Draft

Weighted Average Cost of Capital Analysis

Comparable Peers (1) Company            Asset            Bloomberg Symbol            Beta (2) Adj. Beta            D/E (1-T) Assumptions JBHT 1.234 1.320 11.3% 61.5% Risk Premium (3) 5.50% WERN 1.235 1.240 0.7 60.8 Risk Free Rate (4) 4.62% HTLD 1.360 1.360 0.0 64.6 Tax Rate 38.8%

KNX 1.510 1.510 0.0 65.0

XPRSA 0.825 1.430 112.8 65.0

CVTI 0.756 1.220 94.4 65.0

Mean 1.153 36.5% 63.7% Weighted Average Cost of Capital (6) Cost of Equity Calculation            Pre-tax Cost of Debt Levered            Cost of D/(D/E) Beta            E/(D+E) Equity (5) 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0%

0.0% 1.153 100.0% 11.0% 0.0% 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0

5.0 1.191 95.0 11.2% Equity) 5.0 10.8 10.8 10.8 10.8 10.8 10.8 10.9 10.9 10.9

10.0 1.232 90.0 11.4% 10.0 10.6 10.6 10.6 10.7 10.7 10.7 10.7 10.8 10.8

15.0 1.278 85.0 11.6% 15.0 10.4 10.4 10.5 10.5 10.5 10.6 10.6 10.7 10.7

20.0 1.330 80.0 11.9% 20.0 10.2 10.2 10.3 10.3 10.4 10.5 10.5 10.6 10.6

25.0 1.389 75.0 12.3% 25.0 10.0 10.0 10.1 10.2 10.3 10.3 10.4 10.5 10.6

30.0 1.456 70.0 12.6% 30.0 9.8 9.8 9.9 10.0 10.1 10.2 10.3 10.4 10.5

35.0 1.533 65.0 13.1% 35.0 9.6 9.7 9.8 9.9 10.0 10.1 10.2 10.3 10.4

40.0 1.624 60.0 13.6% Debt / (Debt + 40.0 9.4 9.5 9.6 9.7 9.8 10.0 10.1 10.2 10.3

45.0 1.731 55.0 14.1% 45.0 9.2 9.3 9.4 9.6 9.7 9.8 10.0 10.1 10.3

50.0 1.859 50.0 14.8% 50.0 9.0 9.1 9.3 9.4 9.6 9.7 9.9 10.0 10.2

Source: Bloomberg and public filings (1) As of November 15, 2006. (2) Calculation to unlever beta: ßa = ße/(1+(1-T)*(D/E)). (3) Based on Ibbotson historical, empirical analysis. (4) Based on 10-Year Treasury rate as of November 15, 2006. (5) Cost of equity calculation: ke = Rf + ßa(1 + (1-T) (D/E)) (Rm — Rf) +Ps or Rf + ße (D/E)) (Rm — Rf) + Ps. Assume Ps = 0. (6) WACC calculation: kd (1-T) (D/(D+E)) + ke (E/(D+E)).

Supporting Materials 32

Highly Confidential – Preliminary Draft

Comparison of Selected Trucking Companies
($ in millions, except per share amounts)

Enterprise Closing      % of 52 Equ            Value Multiples (2) Calendarized 5-Year ity Price            Week            Mar            Enterprise             EBITDA            P/E Multiples (2) EPS            LTM Margins            Dividend ket Company 20-Nov-2006 High            Cap            Val            LTM 2006 2007 2006 2007 CAGR (2) EBITDA            EBIT            Yield

ue

Silver at $29 Offer Price $ 29.00 86 % $ $2,207 $ $2,619 5.2 x 5.2 x 5.2 x 14.1 x 14.0 x 11.5 % 15.7 % 9.0 % 0.0 % Silver $ 27.49 82 % $ $2,090 $ $2,502 4.9 x 4.9 x 4.9 x 13.4 x 13.3 x 11.5 % 15.7 % 9.0 % 0.0 % Truckload

Covenant Transport 12.40 76 174 334 6.0 7.1 6.1 NM 29.2 9.0 8.2 2.5 0.0

Heartland Express 16.16 85 1,588 1,266 8.0 7.3 7.0 17.8 17.6 10.0 27.9 19.9 0.5

Hunt (JB) Transport 21.84 85 3,272 3,634 6.5 6.5 6.0 14.9 13.7 15.0 16.7 11.4 1.5

Knight Transportation 18.17 82 1,590 1,572 8.9 8.6 7.3 21.4 18.2 20.0 27.0 17.9 0.4

Landstar 47.16 96 2,738 2,791 11.9 13.3 12.0 24.1 21.0 17.0 8.7 8.1 0.3

Quality Distribution 12.86 77 247 530 7.9 7.7 6.9 16.1 12.5 27.4 9.1 7.0 0.0

Celadon 20.30 91 489 499 9.7 9.1 7.3 19.8 16.0 33.3 10.5 7.7 0.0

Universal Truckload 25.81 71 416 402 11.0 10.1 8.6 19.3 16.3 14.6 5.9 5.2 0.0

U.S. Xpress Enterprises 18.71 67 290 619 5.3 5.2 4.5 13.6 11.2 26.0 8.3 4.0 0.0

Werner Enterprises 19.32 89 1,509 1,492 4.6 4.4 4.2 15.1 14.2 10.0 15.6 7.7 0.9

High 96 % $ $3,272 $ $3,634 11.9 x 13.3 x 12.0 x 24.1 x 29.2 x 33.3 % 27.9 % 19.9 % 1.5 % Mean 82 % $ $1,231 $ $1,314 8.0 x 7.9 x 7.0 x 18.0 x 17.0 x 18.2 % 13.8 % 9.1 % 0.4 % Median 83 % $ 999 $ 943 8.0 x 7.5 x 7.0 x 17.8 x 16.2 x 16.0 % 9.8 % 7.7 % 0.1 % Low 67 % $ 174 $ 334 4.6 x 4.4 x 4.2 x 13.6 x 11.2 x 9.0 % 5.9 % 2.5 % 0.0 % Less than Truckload

Arkansas Best (3) $ 39.67 78 % $ $1,004 $ 882 4.4 x 3.9 x 3.8 x 10.2 x 10.0 x 10.0 % 10.6 % 7.1 % 1.5 % Central Freight Lines (3) 2.23 100 41 78 NM            NA            NA            NA            NA 0.0 (3.7) (8.6) 0.0

Con-Way (3) 48.00 79 2,413 2,515 4.5 5.1 5.2 11.9 11.4 12.5 12.8 9.4 0.8

Forward Air 34.55 80 1,070 1,005 12.0 11.6 10.5 21.5 19.2 12.5 24.1 21.5 0.8

Old Dominion 28.31 73 1,056 1,247 6.6 6.4 5.7 14.9 13.2 15.0 15.1 9.9 0.0

Saia (4) 27.60 77 417 481 4.6 5.3 4.8 13.8 11.7 17.1 8.7 4.6 0.0

YRC Worldwide 41.08 82 2,616 3,784 4.3 4.3 4.2 7.5 7.1 7.7 8.8 6.0 0.0

High 100 % $ $2,616 $ $3,784 12.0 x 11.6 x 10.5 x 21.5 x 19.2 x 17.1 % 24.1 % 21.5 % 1.5 % Mean 81 % $ $1,231 $ $1,428 6.1 x 6.1 x 5.7 x 13.3 x 12.1 x 10.7 % 10.9 % 7.1 % 0.5 % Median 79 % $ $1,056 $ $1,005 4.5 x 5.2 x 5.0 x 12.8 x 11.6 x 12.5 % 10.6 % 7.1 % 0.0 % Low 73 % $ 41 $ 78 4.3 x 3.9 x 3.8 x 7.5 x 7.1 x 0.0 % (3.7)% (8.6)% 0.0 %

(1) Source: Latest publicly available financial statements. Equity Market Cap based on diluted shares outstanding.
(2) Sources: LTM numbers are based upon the latest publicly available financial statements. Projected sales, EBITDA, EBIT, and EPS source: IBES median estimates. All projected estimates have been calendarized to December.

Supporting Materials 33

EX-99.(C)(5)

EXHIBIT (c)(5)

Highly Confidential

Preliminary Discussion Materials Special Committee

Goldman, Sachs & Co. November 13, 2006

2006 14:14 1/7

Highly Confidential

Summary of JM Proposal Term            Overview

Price $29.00 for each Silver share — Implied Equity Value: $2,207 million — Implied Enterprise Value: $2,652 million Consideration 100% cash Financing JM intends to rollover existing 27% equity ownership — At $29 per share, implied value of JM stake is $589 million

Morgan Stanley has provided committed financing letter for the transaction in the amount of $2,735 million — $450 million unfunded revolving credit facility for working capital — $1,800 million senior secured first lien — $485 million senior secured second lien

Up to $410 million of the senior secured facilities may be used by JM to refinance existing borrowings against JM’s Silver stock

Additional equity of $285 million required to fund transaction

— Family trusts controlled by JM’s son own an additional 12.5% of the company’s stock, which at $29 per share is worth $272 million

Contingencies MAE / MAC Confirmatory due diligence Regulatory, legal, shareholder and board approval

Highly Confidential

Sources and Uses of Funds

(US$in millions, except per share amount) Sources of Funds            Uses of Funds

Total Outstanding Purchase Price/

Amount ($) Equity Purchased as of 3-Nov-06 Exercise Price Amount ($) Funded Term Debt: Basic Shares 54.6 $ 29.00 $ 1,582 1st Lien $ 1,390 Stock Options 3.8 $ 19.45 $ 36 2nd Lien $ 485 $ 1,619 Total Funded Term Debt $ 1,875 JM Shares Rollover Encumbered³ 14.1 $ 29.00 $ 410 JM Shares Rollover Unencumbered² 6.2 $ 29.00 $ 179 Minimum Cash Required (estimated)¹ $ 33 Total Equity Purchased $ 2,207

Equity: Total Debt Retired (includes securitized AR) $ 445 JM Equity Rollover (Unencumbered)² $ 179 JM Equity Rollover (Encumbered)³ $ 410 Cash on Balance Sheet $ 33 Additional Equity Required⁴ $ 285 Total Contributed Equity $ 874 Estimated Fees: Advisory Fees (estimated)⁵ $ 50 Financing Fees (estimated @ 2.5%) $ 47 Breakage Costs TBD

Total Fees (estimated) $97 Total Sources of Funds $2,782 Total Uses of Funds $2,782

¹ Assumes that a minimum amount of cash is required to operate the business post-acquisition. In this case, the amount assumed to be retained equals current cash balance as of 30-Sep-2006.

² Represents Silver shares personally held by JM and not used as collateral in connection with the Shareholder loan to be made by MS. As of latest 13D filing JM personally owns 27% of total outstanding shares of 74.9mm. JM shares do not include the 9,018,353 shares held by (i) the Moyes Children’s Limited Partnership and (ii) seven irrevocable trusts for the benefit of six children of Jerry and Vickie Moyes and by an irrevocable trust for the benefit of Jerry and Vickie Moyes and six of their children. The shares shown for JM also do not include 360,000 shares held by an irrevocable trust for the children of Jerry and Vickie Moyes.

³ Assumes JM has pledged $410 million worth of stock as collateral. Therefore, JM will borrow the maximum amount of MS shareholder loan. The shareholder loan will be secured by Silver shares currently held by JM, which in the case of maximum drawdown equals 14.1 million shares of Silver (at the current offer price of $29).

⁴ Represents the additional equity required to finance the acquisition of 100% of the company. Under the current proposal of $29/share this amounts to 9,827,586 shares of Silver. The shares currently held by the Moyes Children’s Limited Partnership equals 9,018,353 shares and the shares held by an irrevocable trust for the children of Jerry and Vickie Moyes equals 360,000 shares.

⁵ Assumes aggregate fees, which includes both sellside and buyside advisory fees.

SILVER\2006 Raid Defense\Presentations\BOD Discussion Materials\Special Committee Committee Meeting 11-13\04 Special Com. Silver Presentation.doc msalhotra 13 Nov 2006 14:14 3/7

Highly Confidential

Preliminary Credit Rating Observations Morgan Stanley Capital Structure Pro Forma Capital Structure            Credit Views

Multiple of Truckload sector typically viewed as less stable than Less- Amount % of Total 2006E EBITDA¹ Than-Truckload; however Silver presents certain strengths

— Prospect for improved margins as compared to fiscal            Unfunded Revolver — — - - 2005 Senior Secured 1st Lien $ 1,800 57% 3.4 x — Strong stable blue chip customer base            Senior Secured 2nd Lien $ 485 15% 0.9 x

Ratings agencies focused on EBITDA growth/margins and ability to generate sufficient free cash flow            Total Debt $ 2,285 72% 4.3 x

— Though recently improved, Silver’s EBITDA margins            Total Equity $ 874 28% 1.7 x have historically lagged those of truckload peers            Total Capitalization $ 3,159 100% 6.0 x — High investments in capital expenditures impacts free cash flow projections

— Cyclical concerns

Proposed Morgan Stanley structure and pricing appears to be designed to achieve a mid to high single B corporate credit rating

^NNote: These include our preliminary observations, final observations to be contingent upon continued diligence of the company, MS capital structure and company financials

¹ 2006 estimated EBITDA based on $529.1 million of trailing twelve months EBITDA condition included in MS Commitment Letter dated November 3, 2006.

SILVER\2006 Raid Defense\Presentations\BOD Discussion Materials\Special Committee Committee Meeting 11-13\04 Special Com. Silver Presentation.doc msalhotra 13 Nov 2006 14:14 4/7

Highly Confidentia

l

JM Proposal Premia Analysis Absolute Share Price Performance Since

New Management¹ vs. Proposal            Premia Analysis $40 20,000 Current (Nov-9-06) 3.8% 18,000 $27.93 $35

16,000

52 Week High (Jul-3-06) (13.7)% $30 JM Proposal: $29.00 $33.62 14,000

$25 51.8% 52 Week Low (Dec-8-05) 12,000 $19.11 $20 10,000

20.6% Volume (000) 1 Day Prior (Nov-3-06)

Closing Price (USD) $24.05 8,000 $15

6,000 1 Month Weighted Avg. 5.0% $27.62 $10 4,000 3 Month Weighted Avg. 12.4% $5 2,000 $25.79 $0 0 6 Month Weighted Avg.

6.6% Nov-2005 Jan-2006 Apr-2006 Jul-2006 Oct-2006 $27.20

Volume Silver Share Price

Source: Factset

¹ On October 27th 2005, JM announced he would step down as Silver President and CEO; the Company names Bob Cunningham as his successor.

Highly Conf idential

Share Price Reaction
Hourly Trading Since November 6, 2006

5.0

$32.00

4.5

4.0 $30.00 3.5

$28.00 3.0

2.5

Price $26.00 Millions

2.0

$24.00 1.5

1.0 $22.00 0.5

$20.00 0.0 10 AM 11 AM 12 PM 1 PM 2 PM 3 PM 4 PM 10 AM 11 AM 12 PM 1 PM 2 PM 3 PM 4 PM 10 AM 11 AM 12 PM 1 PM 2 PM 3 PM 4 PM 10 AM 11 AM 12 PM 1 PM 2 PM 3 PM 4 PM 10 AM 11 AM 12 PM 1 PM 2 PM 3 PM 4 PM November 6th            November 7th            November 8th            November 9th            November 10th Silver Volume            Silver Price % of Float Traded¹ 36.4% 13.6% 7.5% 7.3% 3.7% Cumulative¹ 36.4% 50.0% 57.5% 64.7% 68.5%

Source: Factset

¹ Calculated as the volume of shares traded that day divided by the shares outstanding not owned by JM or entities affiliated with JM (~45.2mm).

Highly Confidential

Potential Acquirors ($in millions) Strategic            Financial

Name Market Cap            Name Fund Size            Logistics Blackstone $20,000 UPS $80,612 Cerberus Partners LP 17,000 Fedex 35,672 Apollo Management LP 10,000 DPWN 33,597 Warburg Pincus LLC 8,000 Clayton Dubilier & Rice Inc. 4,000 Truckload Court Square Capital 2,500 JB Hunt 3,229 Kelso & Company 2,100 Knight 1,590 Nautic Partners LLC 1,100 Heartland 1,552 Freeman Spogli & Company Inc. 1,000 Werner Enterprises 1,463 Fenway Partners Inc. 900

Railroads Burlington Santa Fe 28,627 Canadian National 25,753 Union Pacific 24,727 Norfolk Southern 22,416 CSX 16,713

Source: Company filings, Factset