SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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BUILDERS TRANSPORT, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BUILDERS TRANSPORT, INCORPORATED
2029 WEST DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020

May 2, 1995

To Our Stockholders:

On behalf of the Board of Directors and management of Builders
Transport, Incorporated, I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the Holiday Inn in Lugoff, South Carolina, on
Tuesday, June 6, 1995, at 10:00 a.m. Eastern time. The attached Notice of
Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Meeting.

In addition to the specific matters to be acted upon, there also will
be a report on the operations of the Company. Directors and officers of the
Company will be present to respond to any questions of general interest that
stockholders may have.

It is important that your shares be represented at the Meeting.
Regardless of whether you plan to attend, you are requested to mark, sign, date
and promptly return the enclosed proxy in the envelope provided. If you attend
the Meeting, which we hope you will do, you may vote in person even if you have
previously mailed a proxy card.

Sincerely,

David C. Walentas
Chairman of the Board
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BUILDERS TRANSPORT, INCORPORATED
2029 WEST DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 1995

To The Stockholders of Builders
Transport, Incorporated:

You are hereby notified that the Annual Meeting of Stockholders (the
"Annual Meeting") of Builders Transport, Incorporated, a Delaware corporation
("Builders" or the "Company"), will be held at the Holiday Inn in Lugoff, South
Carolina, on Tuesday, June 6, 1995, at 10:00 a.m. Eastern time for the
following purposes:

(a) to elect eight directors to serve one-year terms
scheduled to end in conjunction with the next Annual Meeting of
Stockholders or until their successors are elected and qualified;

(b) to ratify the appointment of Ernst & Young as
independent auditors of the Company for the year ending December 31,
1995; and

All stockholders are cordially invited to attend the Annual Meeting;
however, only stockholders of record at the close of business on April 25,
1995, are entitled to notice of and to vote at the Annual Meeting. In
accordance with Delaware law, a list of stockholders entitled to vote at the
Annual Meeting shall be open to the examination of any stockholder, for any
purpose germane to the Annual Meeting, during ordinary business hours at the
Company's general offices at 2029 West Dekalb Street, Camden, South Carolina,
from May 26, 1995, to June 5, 1995, and the list shall be available for
inspection at the Annual Meeting by any stockholder that is present.

By Order of the Board of Directors,

ROBERT E. LEE GARNER, Secretary
DATED May 2, 1995

IMPORTANT

Regardless of whether you expect to attend the meeting, please mark,
sign, date and return the enclosed proxy in the enclosed self-addressed
envelope as promptly as possible.
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BUILDERS TRANSPORT, INCORPORATED
POST OFFICE BOX 7005
2029 WEST DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020-7005

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation
of proxies to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") of Builders Transport, Incorporated, a Delaware corporation
("Builders" or the "Company"), to be held on June 6, 1995, and at any
adjournments thereof. THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY. The principal executive offices of the Company are
located at 2029 West Dekalb Street, Camden, South Carolina 29020. This Proxy
Statement and the accompanying proxy card are first being mailed to
stockholders on or about May 2, 1995.

SOLICITATION

The costs of preparing, assembling and mailing the proxy materials and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company.
Certain officers and regular employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone
or otherwise, to obtain proxies in addition to this solicitation by mail. The
Company expects to reimburse brokers, banks, custodians and other nominees for
their reasonable out-of-pocket expenses in handling proxy materials for
beneficial owners of the Common Stock. Should the Company's management deem it
necessary, the Company may also retain the services of Morrow & Co., Inc. to
aid in the solicitation of proxies from brokers, banks, custodians and other
nominees, for which the Company will pay a fee not to exceed $3,500 plus
reimbursement for expenses.

VOTING AND REVOCABILITY OF PROXY APPOINTMENTS

Only stockholders of record at the close of business on April 25,
1995, are entitled to receive notice of and to vote at the Annual Meeting. The
Company's only class of stock outstanding is its Common Stock, par value $.01
per share (the "Common Stock"). As of the close of business on April 25, 1995,
the number of shares of Common Stock outstanding and entitled to vote at the
Annual Meeting was 5,086,264. Each share of Common Stock is entitled to one
vote on all matters. There are no cumulative voting rights. A majority of the
outstanding shares will constitute a quorum at the meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business.

Stockholders can ensure that their shares are voted at the Annual
Meeting by signing and returning the enclosed proxy card in the envelope
provided. Shares of Common Stock represented by the accompanying proxy card
will be voted if the proxy card is properly executed and is received by the
Company prior to the time of voting. Sending in a signed proxy card will not
affect a stockholder's right to attend the Annual Meeting and vote in person.

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Presence at the Annual Meeting by a stockholder who has signed a proxy
card does not in itself revoke a proxy. Each proxy granted may be revoked by
the person giving it by giving written notice to such effect to the Secretary
of the Company, by execution and delivery of a subsequent proxy or by
attendance, giving notice and voting in person at the Annual Meeting, except
that any such revocation shall not be effective as to any matter upon which,
prior to such revocation, a vote shall have been cast pursuant to the authority
conferred by such proxy. Where specific choices are not indicated on the proxy
card, proxies will be voted in accordance with the recommendations of the Board
of Directors.

As of the date of this Proxy Statement, the Company's Board of
Directors is not informed of any matters, other than those set forth in the
foregoing Notice of Annual Meeting of Stockholders, that may be brought before
the Annual Meeting. If other matters requiring a vote of the stockholders
arise, the persons designated as proxies will vote the shares of Common Stock
represented by the proxies in accordance with their judgment on such matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth the Company's best knowledge as of
March 15, 1995, with respect to the beneficial ownership of Common Stock by (a)
each person known to the Company to be the beneficial owner of more than five
percent of the Common Stock, (b) all directors and nominees, (c) the chief
executive officer at December 31, 1994, and the four most highly compensated
executive officers other than the chief executive officer at December 31, 1994,
and (d) all executive officers and directors of the Company as a group.

Name of Beneficial Owner
(and address for those owning Amount of
more than five percent) Beneficial Ownership
----------------------------- -------------------------------
Shares Percent(1)
---------- ----------

Builders Transport, Incorporated Employees
Retirement Savings & Profit Sharing
Plan (2)
c/o Benefit Plan Committee
Attn: T. Michael Guthrie
Builders Transport, Incorporated
P.O. Box 7005
Camden, South Carolina 29020-7005 . . . . . . . . . . . 797,896 15.7%

Messrs. David C. Walentas (3)(4)(5) and Stanford M.
Dinstein (3)(4)(5) . . . . . . . . . . . . . . . . . . 920,818 17.2%

FMR Corp. (6)
82 Devonshire Street
Boston, Massachusetts 02109 . . . . . . . . . . . . . 544,927 10.5%

Merrill Lynch & Co., Inc. (7)
World Financial Center, North Tower
205 Vesey Street
New York, NY 10281 . . . . . . . . . . . . . . . . . . 414,429 7.2%

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T. Rowe Price Associates, Inc. (8)
100 E. Pratt Street
Baltimore, Maryland 21202 . . . . . . . . . . . . . . 471,789 9.1%

Jacob D. Wood (3)(9) . . . . . . . . . . . . . . . . . . . . . . . 40,000 *

John R. Morris (3)(10) . . . . . . . . . . . . . . . . . . . . . . 25,971 *

J. Barry Moody (11) . . . . . . . . . . . . . . . . . . . . . . . . 21,847 *

Arthur C. Baxter (3)(12) . . . . . . . . . . . . . . . . . . . . . 9,000 *

Jan S. Mirsky (3)(12) . . . . . . . . . . . . . . . . . . . . . . 5,500 *

Frederick S. Morton (3)(12) . . . . . . . . . . . . . . . . . . . 5,700 *

Jack Weprin (3)(12) . . . . . . . . . . . . . . . . . . . . . . . 12,000 *

All Executive Officers and Directors
as a Group (13 Persons) (13) . . . . . . . . . . . . . 1,118,513 20.2%

- - ------------------------------------------------------

(1) Except as otherwise noted herein, percentage is determined on the basis of
5,085,326 shares of Common Stock issued and outstanding plus securities
deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). An asterisk indicates
beneficial ownership of less than 1%.

(2) Effective January 1, 1994, the Company's 401(k) Plan and ESOP were merged
and amended to form the Builders Transport, Incorporated Employees
Retirement Savings & Profit Sharing Plan (the "Benefit Plan"). The
Benefit Plan may be deemed to be the beneficial owner of the shares of
Common Stock that it holds. The Benefit Plan shares voting power with the
Benefit Plan participants and the National Bank of Commerce, Memphis,
Tennessee, trustee for the Benefit Plan, and dispositive power is shared
with the Benefit Plan participants.

(3) Nominee for election to the Board of Directors.

(4) The address of this individual is 2029 West Dekalb Street, Camden, South
Carolina 29020.

(5) Messrs. Walentas and Dinstein reported on Amendment No. 20 dated October
5, 1994, to Schedule 13D filed pursuant to Section 13 of the Exchange Act
that they may be deemed to be a "group" within the meaning of Section
13(d)(3) of the Exchange Act. Both members of the "group" may be deemed
to beneficially own the Common Stock owned by the other member of the
"group", although both members of the "group" disclaim beneficial
ownership of the shares owned by the other member of the "group". Mr.
Walentas beneficially owns 819,023 shares, which includes 200,000 shares
of Common Stock reserved for issuance to Mr. Walentas pursuant to stock
options that were exercisable at, or within sixty days of, March 15, 1995,
1,000 shares owned by Mr. Walentas' wife, and 423 shares vested in or
allocated to Mr. Walentas' Benefit Plan account. Mr. Dinstein
beneficially owns 101,795 shares, which includes 81,250 shares reserved
for issuance to Mr. Dinstein pursuant to stock options that were
exercisable at, or within sixty days of, March 15, 1995,

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and 2,529 shares vested or allocated in Mr. Dinstein's account in the
Benefit Plan. Mr. Walentas and Mr. Dinstein both are Directors and
executive officers of the Company.

(6) FMR Corp. and certain of its affiliates reported on Amendment No. 2 to a
Schedule 13G dated February 13, 1995, that Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp. and an investment adviser
registered under the Investment Advisers Act of 1940, is the beneficial
owner of 216,527 shares or 4.18% of the Common Stock as a result of acting
as investment adviser to several investment companies. The number of
shares of Common Stock owned by these investment companies at December 31,
1994, included 25,327 shares of Common Stock resulting from the assumed
conversion of $618,000 principal amount of the Company's 8% convertible
subordinated debentures. It was also reported that Fidelity Management
Trust Company, a wholly-owned subsidiary of FMR Corp. and a bank as
defined in Section 3(a)(6) of the Exchange Act is the beneficial owner of
328,400 shares or 6.35% of the Common Stock as a result of its serving as
investment manager of certain institutional accounts.

(7) Merrill Lynch & Co., Inc. and certain of its affiliated entities reported
on Amendment No. 1 to a Schedule 13G dated February 10, 1995, that they
may be deemed to own 414,429 shares of Common Stock representing 7.2% of
the shares outstanding. Merrill Lynch & Co., and its affiliates, however,
disclaim beneficial ownership of these securities.

(8) These securities are owned by various individual and institutional
investors including the T. Rowe Price Small Cap Value Fund, Inc. (which
owns 438,689 shares, representing 8.5% of the shares outstanding), for
which T. Rowe Price Associates, Inc. ("Price Associates") serves as
investment adviser with power to direct investments and/or shared power to
vote the securities. For purposes of the reporting requirements of the
Exchange Act, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

(9) Includes 40,000 shares reserved for issuance to Mr. Wood pursuant to stock
options that were exercisable at, or within sixty days of, March 15, 1995.

(10) Includes 23,813 shares reserved for issuance to Mr. Morris pursuant to
stock options that were exercisable at, or within sixty days of, March 15,
1995, and 2,104 shares vested or allocated in Mr. Morris' account in the
Benefit Plan.

(11) Includes 20,000 shares reserved for issuance to Mr. Moody pursuant to stock
options that were exercisable at, or within sixty days of, March 15, 1995,
and 1,667 shares vested or allocated in Mr. Moody's account in the Benefit
Plan.

(12) Includes 5,500 shares reserved for issuance to each of Messrs. Baxter,
Mirsky, Morton and Weprin, pursuant to stock options that were exercisable
at, or within sixty days of, March 15, 1995.

(13) Includes 453,938 shares of Common Stock reserved for issuance to executive
officers or Directors of the Company pursuant to stock options that were
exercisable at, or within sixty days of, March 15, 1995, and 12,710 shares
of Common Stock vested or allocated in accounts of the Company's executive
officers in the Benefit Plan.

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ELECTION OF DIRECTORS

Directors elected at the Annual Meeting will hold office until the next
Annual Meeting of Stockholders or until their respective successors are duly
elected and qualified. Unless otherwise instructed, proxies will vote shares
of Common Stock for the election to the Company's Board of Directors of the
nominees listed below, all of whom are presently members of the Board of
Directors. Directors are elected by a plurality of the votes cast by the
holders of the Company's Common Stock at a meeting at which a quorum is
present. A "plurality" means that the individuals who receive the largest
number of votes cast are elected as directors up to the maximum number of
directors to be chosen at the meeting. Consequently, any shares not voted
(whether by abstention, broker non-vote or otherwise) have no impact on the
election of directors. In the event that any nominee becomes unavailable for
election for any reason, an event which management does not anticipate, shares
of Common Stock represented by proxies will be voted for any substitute
nominees designated by the Board of Directors.

For each nominee's beneficial ownership of Common Stock, see "Security
Ownership of Certain Beneficial Owners and Management." Set forth below is
certain additional information as of March 15, 1995, regarding each nominee:

DAVID C. WALENTAS

David Walentas is, and has been for more than twenty-five years,
principally engaged in the development, management and construction of real
estate. Mr. Walentas owns and operates more than 3 million square feet of
commercial property and owns and manages more than 2,000 apartment units. His
real estate development activities are carried on through various entities,
including Two Trees, a New York general partnership ("Two Trees"). His real
estate management activities are principally carried on through Two Trees
Management Co.; he is its sole proprietor. His real estate construction
activities are principally carried on through The Gair Co., and, since January
1986, through The Washington Street Construction Co., Inc. David Walentas is
President and sole proprietor of both of these companies. Mr. Walentas has
served as a director continuously since his election at the 1990 Annual Meeting
of Stockholders. His age is 56.

Mr. Walentas was named the Company's Chairman of the Board following the
1990 Annual Meeting of Stockholders. During the 1990's, he, together with Stan
Dinstein, has led Builders' restructuring program, resulting in the Company's
turnaround and return to profitability.

STANFORD M. DINSTEIN

Stanford Dinstein, a certified public accountant, is, and has been for
more than eighteen years, principally engaged as an independent financial and
management consultant to Two Trees and other private corporations and
partnerships. Mr. Dinstein, a senior officer and director of Builders since
1990, has served the Company in a variety of financial, administrative and
operational capacities, and, in August 1993, was named Chief Executive Officer.
His age is 47.

Mr. Dinstein directed the implementation of Builders' restructuring
program and, as a result of his achievements, was recently awarded the South
Carolina Entrepreneur of the Year award in the turnaround category.

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JACOB D. WOOD

Jacob Wood joined the Company in December 1993, when he was elected to the
Board of Directors and as President and Chief Operating Officer. Mr. Wood
served as President and Chief Operating Officer of Werner Enterprises, Inc., a
truckload carrier with annual revenues in excess of $400 million, from 1991
until his resignation in late 1993. Mr. Wood joined Werner in 1984 as Vice
President of Finance and was promoted in 1988, to Executive Vice President.
Prior to joining Werner, Mr. Wood was a certified public accountant with Arthur
Andersen & Co. His age is 46.

JOHN R. MORRIS

John Morris joined the Company in January 1986 and was in charge of its
Dedicated Fleet operations from that time until January 1989 when he was named
President and Chief Operating Officer of the Company, the position in which he
served until his election as President of the Company's Dedicated Services and
Contract Logistics Group in December 1993. Mr. Morris also filled the position
of Chief Executive Officer on two occasions between June 1990 and November
1992. Prior to joining the Company, Mr. Morris was employed by McLean Trucking
Company for 23 years. Mr. Morris served on the Board from January 1989 to
September 1990 and has served as a director continuously since his
reappointment in October 1990. His age is 51.

ARTHUR C. BAXTER

Arthur Baxter is a retired banking executive. From January 1980 through
June 1989, he was Executive Vice President, Public Affairs of The First
National Bank of Atlanta (now Wachovia Bank of Georgia, N.A.), and, from August
1989 through November 1991, he served as a public affairs consultant to its
parent corporation. Mr. Baxter has served as a director continuously since his
election at the 1990 Annual Meeting of Stockholders. His age is 70.

JAN S. MIRSKY

From July 1984 through June 1991, Jan Mirsky was Chief Financial Officer
and director of Angio-Medical Corp., a pharmaceutical company. Mr. Mirsky is
presently Chief Executive Officer and Chief Financial Officer of Sel-leb
Marketing, Inc., a private company engaged in the distribution of health,
beauty aids and fragrances. From July 1991 to January 6, 1995, Mr. Mirsky was
a private investor and financial consultant. Mr. Mirsky has served as a
director continuously since November 1991 when he was chosen to fill a vacancy.
His age is 54.

FREDERICK S. MORTON

Frederick Morton had been, for more than five years prior to June 1989,
Professor of Business Administration at The Darden School of the University of
Virginia and a consultant in the areas of corporate strategy, effective
operations management and management development. Since June 1989, Mr. Morton
has been Professor Emeritus at the University of Virginia and has continued his
consulting activities. Mr. Morton has served as a director continuously since
his election at the 1990 Annual Meeting of Stockholders. His age is 74.

JACK WEPRIN

Jack Weprin is, and has been for more than the last five years,
principally engaged as the senior partner in the New York law firm Goldberg,
Weprin & Ustin, Esquires. For more than the last five

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years, he has also been a developer of, and investor in, real estate in New
York City and has served as President of Sanwep Restaurant Corp., owner and
operator of The Bridge Cafe in New York City. Mr. Weprin is a director of two
open-end investment companies - Equities Strategies Fund, Inc. and the Third
Avenue Value Fund. Mr. Weprin has served as a director continuously since his
election at the 1990 Annual Meeting of Stockholders. His age is 64.

COMMITTEES OF THE COMPANY'S BOARD OF DIRECTORS
AND MEETING ATTENDANCE

The total number of meetings the Board held during 1994 was five. No
incumbent director attended fewer than 75 percent of the aggregate of (i) the
total number of meetings of the Board of Directors and (ii) the total number of
meetings held by all committees of the Board on which he served. The Board of
Directors has established the following standing committees: Executive
Committee, Compensation and Nominating Committee, Audit Committee and Stock
Option and Executive Compensation Committee.

The Executive Committee of the Board has and may exercise, during the
intervals between meetings of the Board, all the powers of the Board in the
management of the Company's business and affairs, subject to certain statutory
restrictions. The current members of the Executive Committee are Messrs.
Walentas, Dinstein, Wood and Morris. The members of the Executive Committee
consult with one another frequently between Board meetings and took formal
action three times during 1994.

The Audit Committee has primary responsibility for (i) recommending to the
Board the particular persons or firm to be employed by the Company as its
independent auditors; (ii) consulting with the persons or firm so chosen to be
the independent auditors with regard to the plan of audit; (iii) reviewing, in
consultation with the Company's independent auditors, their report of audit, or
proposed report of audit, and the accompanying management letter, if any; and
(iv) consulting with the Company's independent auditors (periodically, if
appropriate, out of the presence of management) with regard to the adequacy of
internal controls. The members of the Audit Committee are Messrs. Baxter,
Morton and Weprin, and this Committee met six times during 1994.

The Stock Option and Executive Compensation Committee administers the
Company's Stock Option Plan and makes recommendations to the Board concerning
which of the Company's officers and directors are eligible to participate
therein and makes recommendations with respect to the granting of stock options
or other benefits under the Company's Stock Option Plan. The Stock Option and
Executive Compensation Committee also is responsible for making decisions and
determinations with respect to the compensation arrangements for those members
of the Company's senior management who also are members of the Company's
Compensation and Nominating Committee. The members of this Committee are
Messrs. Baxter, Morton and Weprin. The members of this Committee consult with
one another from time to time and took formal action four times during 1994.
All actions taken by this Committee during 1994 were unanimously ratified by
the Board.

The Compensation and Nominating Committee is responsible for recommending
to the Board the compensation arrangements for the Company's senior management
other than any members of the Company's senior management who are members of
the Committee. The Committee also establishes criteria and procedures for the
selection of a directors' slate, reviews the qualifications of candidates who
may be proposed for nomination to the Board, and makes recommendations to the
Board concerning directors to be placed in nomination for election and
concerning any changes in the structure, size or function of the Board. The
Company's bylaws provide that nomination for the office of director may be made
by stockholders only if written notice of such proposed nominations (including
the name or names

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of the proposed nominees) is given to the Company's Secretary at the Company's
principal office not less than thirty days prior to the meeting at which the
proposed nominations are to be made. The members of this Committee are Messrs.
Walentas and Dinstein. They confer with one another on a regular basis and
consult with the full Board from time to time on matters within the Committee's
purview. All compensation and nomination decisions during 1994 were
unanimously ratified by the Board.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1994, the members of the
Company's Stock Option and Executive Compensation Committee were Messrs.
Baxter, Morton and Weprin, and the members of the Company's Compensation and
Nominating Committee were Messrs. Walentas and Dinstein. Both Messrs. Walentas
and Dinstein were officers of the Company and its subsidiaries during fiscal
year 1994 and certain prior years. Messrs. Walentas and Dinstein currently
serve as Chairman and Vice Chairman of the Company, respectively. Neither
Messrs. Baxter, Morton nor Weprin was an officer or employee of the Company or
any of its subsidiaries during fiscal year 1994 or any prior year.

In connection with the Company's acquisition of certain assets of the van
and logistics operations of Vernon Milling Company, Inc. ("VMC"), the Company
paid investment banking fees to Two Trees pursuant to terms and conditions that
included, among other things, a requirement that the combined operations, for a
certain period post-closing, of the Company and VMC demonstrate that the
increased revenues anticipated from the acquisition were in fact achievable.
The fees aggregated $650,000 and were based on ordinary and customary standards
for such services. The Company's Chairman of the Board, Mr. Walentas, has a
90% general partnership interest in Two Trees.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth for the fiscal years ended December 31,
1992, 1993 and 1994, the cash compensation paid or accrued by the Company, as
well as certain other compensation paid or accrued for those years, for
services in all capacities to the individual serving as the Company's Chief
Executive Officer during 1994, and to the Company's four most highly
compensated executive officers, other than the Chief Executive Officer, who
were serving as executive officers at the end of 1994.

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SUMMARY COMPENSATION TABLE

Long Term
Compensation
------------
Annual Compensation Awards
---------------------------------------------------------------------------
(a) (b) (c) (d)(1) (g)(2) (i)
Name and
Principal Securities Underlying All Other
Position Year Salary ($) Bonus ($) Options (#) Compensation ($)(3)
--------- ---- ---------- --------- --------------------- -------------------

David C. Walentas 1994 $138,333 $130,998 50,000 $ 902
Chairman of the
Board 1993 $120,000 -- 100,000 $1,292

1992 $120,000 -- 150,000 $ 24

Stanford M. Dinstein 1994 $230,000 $ 66,840 50,000 $4,002
Vice Chairman and
Chief Executive 1993 $180,251 $ 50,000 50,000 $2,961
Officer
1992 $120,000 $ 25,000 75,000 $ 56

Jacob D. Wood (4) 1994 $225,000 -- 10,000 --
President and Chief
Operating Officer 1993 -- -- 150,000 --

1992 -- -- -- --

John R. Morris 1994 $190,000 $ 23,749 -- $3,153
President, Dedicated
Services and 1993 $190,000 $ 57,000 25,000 $5,134
Contract Logistics
Group 1992 $188,750 $ 15,000 25,000 $4,856

J. Barry Moody 1994 $161,333 $ 32,268 10,000 $5,992
Division Vice
President - Flatbeds 1993 $160,000 $ 16,000 10,000 $5,843

1992 $147,000 $ 14,700 10,000 $1,928

- - --------------------------------------------

(1) Columns (e), (f) and (h) relating, respectively, to "other annual
compensation," "restricted stock awards," and "LTIP payouts" have been
deleted because no compensation required to be reported in such columns
was awarded to, earned by, or paid to, any named executive during the
periods covered by such columns.

(2) All information in this column relates to options because the Company has
not granted any stock appreciation rights ("SARs").

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(3) During 1992, 1993 and 1994, respectively, 3, 82, and 83 shares; 4, 115,
and 368 shares; 401, 268, and 290 shares; and 160, 254, and 551 shares
vested in the Benefit Plan accounts of Messrs. Walentas, Dinstein, Morris
and Moody, respectively. Mr. Wood was not eligible to participate in the
Benefit Plan during 1994. Based on the closing sales price for the Common
Stock on December 31, 1992, December 31, 1993, and December 30, 1994, of
$8.00, $15.75, and $10.875, respectively, as reported by NASDAQ, the
dollar value of these shares for Messrs. Walentas, Dinstein, Morris and
Moody was $24, $1,292 and $902; $32, $1,811 and $4,002; $3,208, $4,221 and
$3,153; and $1,280, $4,000 and $5,992, respectively.

Company-contributed shares to the 401(k) Plan for the accounts of Messrs.
Dinstein, Morris and Moody, that vested during 1992 and 1993,
respectively, were as follows: 3 and 73 shares; 206 and 58 shares; and 81
and 117 shares, respectively. Based on the closing sales price for the
Common Stock on December 31, 1992, and December 31, 1993, of $8.00 and
$15.75, respectively, as reported by NASDAQ, the dollar value of these
Company-contributed shares on behalf of Messrs. Dinstein, Morris and Moody
was $24 and $1,150; $1,648 and $913; and $648 and $1,843, respectively.

(4) Mr. Wood became an officer of the Company on December 16, 1993.

STOCK OPTIONS

The following table sets forth the options granted during the fiscal year
ended December 31, 1994, to the executive officers listed in the Summary
Compensation Table.

OPTION GRANTS IN LAST FISCAL YEAR (1)

Grant Date
Individual Grants Value
--------------------------------------------------------------------------------------------- ----------

(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options
Underlying Granted to Exercise or Grant Date
Options Employees in Base Price Expiration Present
Name Granted(#) Fiscal Year ($/share) Date Value($)(2)
------------------------ ------------ -------------- ----------- ---------- -----------

David C. Walentas 50,000(3) 38.3% $11.9375 8/5/04 $260,000

Stanford M. Dinstein 50,000(3) 38.3% $11.9375 8/5/04 $260,000

Jacob D. Wood 10,000(3) 7.7% $11.9375 8/5/04 $ 52,000

John R. Morris -- -- -- -- --

J. Barry Moody 10,000(4) 7.7% $11.313 11/1/04 $ 46,800

- - ---------------------------------------------

(1) All information in this table relates to options because the Company has
not granted any SARs.

(2) The grant date present value has been determined using a version of the
Black-Scholes valuation model modified to consider the impact of vesting,
turnover and the lack of marketability of the options. In calculating
this value the assumptions used were as follows: a dividend yield of 0%;

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a risk-free interest rate of 7.39% for the options granted to Messrs.
Walentas, Dinstein and Wood and 8.01% for the options granted to Mr.
Moody; and a stock price volatility factor of .35. In addition, a
nontransferability discount and an executive turnover discount of 10% was
used. In this calculation, it was also assumed that the option would not
be exercised until the day before the option expired.

(3) Unless a Change of Control occurs, as defined in the individual award
agreements, each of these options becomes cumulatively exercisable as to
20 percent of the shares covered by it on the date of grant and on each of
the first, second, third and fourth anniversaries of the date of the grant
provided that the individual granted the options remains employed by the
Company. The exercise dates of these options may be accelerated in the
event of a Change in Control. These options were granted to Messrs.
Walentas, Dinstein and Wood on August 5, 1994.

(4) Unless a Change of Control occurs, as defined in the individual award
agreement, each of the options granted to Mr. Moody becomes cumulatively
exercisable as to 25 percent of the shares covered by them on each of the
first, second, third and fourth anniversaries of the date of the grant
provided that Mr. Moody remains employed by the Company. The exercise
dates of these options may be accelerated in the event of a Change in
Control. Mr. Moody's options were granted on November 1, 1994.

OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the executive
officers listed in the Summary Compensation Table concerning the exercise of
options during the last fiscal year and unexercised options held as of the end
of the fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)

(a) (b) (c) (d) (e)
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Year End Fiscal Year End(2)
(#) ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
------------ ------------------ ------------------ --------------- ---------------------

David C. Walentas -- -- 197,500/202,500 $850,781/$399,219

Stanford M. Dinstein -- -- 78,750/121,250 $277,734/$214,609

Jacob D. Wood -- -- 62,000/98,000 $0/$0

John R. Morris 43,940 $431,295 23,813/37,500 $83,187/$82,422

J. Barry Moody -- -- 20,000/25,000 $72,969/$24,219

- - --------------------------------------
(1) All information in this table relates to options because the Company has
not granted any SARs.

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15

(2) Based on the difference between the exercise price and the closing sales
price for the Common Stock on December 31, 1994, of $10.875 as reported by
NASDAQ. Dollar amounts have been rounded to the nearest dollar.

EMPLOYMENT CONTRACTS, CHANGE-IN-CONTROL ARRANGEMENTS AND TERMINATION OF
EMPLOYMENT AGREEMENTS

On March 1, 1991, the Company entered into an employment agreement with
Mr. Dinstein to replace his previous employment agreement dated October 1,
1990. The agreement provides that during the term of the agreement, Mr.
Dinstein's minimum gross annual salary will be $100,000. The term of the
agreement renews automatically on the anniversary date of the agreement in
one-year increments, unless it is terminated in accordance with the agreement.

On December 16, 1993, the Company entered into a three-year employment
agreement with Mr. Morris pursuant to which he agreed to serve as the President
of the Company's Dedicated Services and Contract Logistics Group for a minimum
gross annual salary of $190,000. Although the period of employment under the
agreement commenced on December 16, 1993, the specified term of employment
under the agreement is three contract years beginning January 1, 1994. The
agreement provides that Mr. Morris is eligible to receive incentive bonuses
during the term of the agreement. This agreement also contains a change of
control provision, which provides that if a change of control occurs, as
defined in the agreement, and certain other conditions are met, Mr. Morris may
terminate the agreement and receive as liquidated damages in a lump sum payment
the full economic value of the salary and other benefits then currently being
paid and provided to him pursuant to the agreement until the end of its term.
If Mr. Morris terminates the agreement upon a change of control, the agreement
provides that his incentive compensation award will be prorated utilizing a
proration method to be negotiated in good faith between Mr. Morris and the
Company. In addition, upon a change of control, all rights of Mr. Morris
pursuant to options granted under the Stock Option Plan or otherwise shall be
deemed to have vested and shall be released from all conditions and
restrictions imposed by the Company and all options granted shall become
immediately exercisable. This agreement also contains certain restrictions on
Mr. Morris' ability to compete with the Company following termination of his
employment and certain other standard provisions.

In October 1990, the Company entered into an employment agreement with Mr.
Moody pursuant to which he agreed to accept employment with the Company as Vice
President - Flatbed Division for a minimum gross annual salary of $140,000. In
addition, the agreement provided that Mr. Moody would be granted stock options
during 1990 to purchase 10,000 shares of the Company's Common Stock at $4.9375
per share. Pursuant to the employment agreement, Mr. Moody is also eligible to
receive an incentive bonus. The agreement also provides that if Mr. Moody is
terminated due to physical or mental incapacity, an inability to perform his
duties, or for "just cause" (as defined in the agreement), then the Company
shall pay to him, as severance pay, an amount equal to 1/4 of the gross annual
salary (exclusive of bonus, automobile allowance and fringe benefits) at the
time of termination. This agreement also contains certain restrictions on Mr.
Moody's ability to compete with the Company following termination and certain
other standard provisions. On January 15, 1993, this agreement was extended
until September 30, 1994, but has now expired.

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COMPENSATION COMMITTEE REPORT

As noted elsewhere in this Proxy Statement, the Stock Option and Executive
Compensation Committee makes recommendations to the Board concerning which of
the Company's employees are eligible to participate in and receive grants under
the Company's Stock Option Plan; and makes decisions and determinations with
respect to the compensation arrangements for those members of the Company's
senior management who also are members of the Company's Compensation and
Nominating Committee. The Compensation and Nominating Committee is responsible
for recommending to the Board the compensation arrangements for the Company's
senior management other than any members of the Company's senior management who
are members of the Compensation and Nominating Committee. Under rules
established by the Securities and Exchange Commission, the Company is required
to provide a report of the committees of the Board responsible for compensation
recommendations that sets forth both the committees' compensation policies
applicable to the Company's executive officers and the committees' bases for
the chief executive officer's compensation for the last fiscal year.

Compensation Policies Applicable to Executive Officers. Generally, in
establishing levels of compensation for executive officers, the committees
consider all factors they deem appropriate, which may include, among others:

- conditions in the motor carrier industry and the business
community, generally, that influence the Company's ability to
attract and retain executives with the talent and experience to
maintain the Company's position of industry leadership and to
optimize stockholder returns;

- the Company's recent operating results compared to prior operating
results;

- general economic conditions that may influence operating results;

- achievement of specific business initiatives;

- experience and special expertise; and

- alignment of the interests of executive officers with those of
stockholders through award opportunities that can result in
ownership of common stock.

The above factors, however, are only generally considered and all compensation
decisions during 1994, except for bonuses paid to certain executive officers,
including those relating to salary, other officers' bonuses and stock options
were subjectively determined.

The Company currently has employment agreements with various of its
officers, including Messrs. Dinstein and Morris (see, "Employment Contracts,
Change-in-Control Arrangements and Termination of Employment Agreements").
These employment agreements contain the general terms of each officer's
employment and establish the minimum compensation that such officers are
entitled to receive, but do not prohibit, limit or restrict these officers'
ability to receive additional compensation from the Company, whether in the
form of base salary, bonus, stock options or otherwise.

At present, the executive compensation program comprises salary, certain
bonus opportunities, long-term incentives in the form of stock options and
participation in Company-wide benefit programs. The higher that one rises in
the corporate hierarchy, the more the mix of compensation shifts towards
reliance

13
17

on stock-based awards. In determining 1994's salary levels, bonuses and stock
option awards, generally, the committees took into account the Company's
improved performance over the past several years.

Under the rules established by the Securities and Exchange Commission, the
Company is required to provide a line graph comparing the Company's five-year
cumulative total stockholder return to a broad market index and a published
industry or line-of-business index. This graph is set forth on page 15.
Messrs. Walentas and Dinstein became executive officers of the Company in
September 1990 (although they did not become salaried executive officers of the
Company until June 1991 and October 1990, respectively) in connection with the
election of a new Board of Directors led by Mr. Walentas. As a result, the
Company has provided on page 16 a line graph comparing the Company's four-year
cumulative total stockholder return to the same broad market index and
published industry index as used for the five-year comparison. Although there
was no specific link between total stockholder return and the salaries, bonuses
and options received by the executive officers for 1994, since such salaries,
bonuses and options were subjectively determined (except for the bonuses paid
to the divisional senior executives), the committees are pleased that, as
indicated by the four-year performance graph, the cumulative total stockholder
return on the Company's Common Stock has greatly improved since 1990.

As stated above, salaries of all executive officers are subjectively
determined. During 1994, the Company paid bonuses to its divisional senior
executives, based on the operating ratio of their respective divisions and the
Company as a whole, with 75% of the bonus based on the performance of the
respective division and 25% based on the performance of the Company as a whole.
No other objective criteria are used to establish bonuses for executive
officers, other than divisional senior executives, or for stock option awards
for executive officers. Rather, the remainder of the bonuses paid to executive
officers and all option grants to executive officers are subjectively
determined. Although options are usually granted in a general, subjectively
established range for each recipient, no particular consideration is given to
options previously granted to executive officers, including the Chief Executive
Officer.

Bases for the Compensation of Mr. Dinstein. No objective criteria were
used to establish the compensation of Mr. Dinstein, but rather his base
salary, bonus and stock option grants were all subjectively determined.
However, in addition to all the criteria listed above, the determination of Mr.
Dinstein's salary and bonus for 1994 took into account that he is the person
who has been primarily responsible for directing the implementation of the
Company's reorganization and restructuring that was initiated in 1990, and
which has led to the Company's turnaround and return to profitability, and the
increased management role he has assumed with respect to the Company,
particularly following his election as Chief Executive Officer in August 1993.
The increase in Mr. Dinstein's salary was subjectively determined and was based
primarily on his increased management role. The bonus paid to Mr. Dinstein was
also determined subjectively based on his increased management role and his
leadership in connection with the turnaround and return to profitability of the
Company. The committees believe that the various options granted to Mr.
Dinstein will help align his interests with those of the Company and its
stockholders.

14
18

Section 162(m) of the Internal Revenue Code. Section 162(m) of the
Internal Revenue Code limits, with certain exceptions, the Company's corporate
tax deduction for compensation paid to certain officers of the Company to no
more than $1,000,000 per executive per year. The Company's Stock Option Plan
is structured to comply with one of the exceptions contained in Section 162(m).

Stock Option and
Executive Compensation Committee Compensation and Nominating Committee
-------------------------------- -------------------------------------

Arthur C. Baxter David C. Walentas
Frederick S. Morton Stanford M. Dinstein
Jack Weprin

PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total
stockholder returns (assuming reinvestment of dividends, if any) for the
Company, the NASDAQ Market (U.S.) and NASDAQ Trucking and Transportation
Stocks. The NASDAQ Trucking and Transportation Stocks Index is made available
by NASDAQ in conjunction with the Center for Research in Securities Prices at
the University of Chicago. The issuers included in the NASDAQ Trucking and
Transportation Stocks Index are United States and foreign companies whose stock
is traded on NASDAQ and who have Standard Industrial Classification codes
beginning with 37, 42, 44, 45 and 47. Upon receipt of a written request mailed
to the Company's Chief Executive Officer postage prepaid at the Company's
corporate headquarters, the Company will undertake to make accessible the
identity of those companies making up the index in a prompt manner. In
preparing the graph it was assumed that $100 was invested at the market close
price on December 29, 1989, as reported by NASDAQ.

(GRAPH)

1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Builders 100.00 38.37 61.63 74.42 146.51 101.16
NASDAQ Trucking and
Transporation Stocks 100.00 77.66 112.90 138.15 167.84 152.20
NASDAQ (US) 100.00 84.92 136.28 158.58 180.93 176.92

15
19

As previously stated in this Proxy Statement, Messrs. Walentas and
Dinstein became executive officers of the Company in September 1990 in
connection with the election of a new Board of Directors led by Mr. Walentas.
As a result, the Company is also including in this Proxy Statement a graph
showing a four-year comparison of cumulative total stockholder returns
(assuming reinvestment of dividends, if any) for the Company, the NASDAQ Market
(U.S.) and NASDAQ Trucking and Transportation Stocks (the same indices as used
in the foregoing five-year performance graph). In preparing this graph, it was
assumed that $100 was invested at the market close price on December 31, 1990,
as reported by NASDAQ.

(GRAPH)

1990 1991 1992 1993 1994
---- ---- ---- ---- ----
Builders 100.00 160.61 193.94 381.82 263.64
NASDAQ Trucking and
Transportation Stocks 100.00 145.37 177.90 216.13 195.99
NASDAQ (US) 100.00 160.48 186.74 213.07 208.34

COMPENSATION OF DIRECTORS

The Company pays to each of its directors who is not otherwise an employee
of the Company an annual fee of $10,000 payable quarterly. In addition,
members of the Audit Committee receive an annual fee of $3,000 payable
quarterly. Directors who are not otherwise employees are reimbursed for
out-of-pocket expenses related to their duties as directors of the Company.
Messrs. Baxter, Mirsky, Morton and Weprin currently hold options to purchase
12,000 shares of the Company's Common Stock pursuant to the Non-employee
Directors' Stock Option Plan, which provides to each of the Company's
non-employee directors a grant of an option to purchase 10,000 shares of the
Company's Common Stock upon their election as a director at the stock's then
current fair market value and an additional grant of an option to purchase
2,000 shares of the Company's Common Stock at the stock's then current fair
market value every two years that they remain on the Board.

COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain officers and persons who own more than 10% of a
registered class of the Company's equity securities

16
20

to file within certain specified time periods reports of ownership and changes
in ownership with the SEC. Such officers, directors and shareholders are
required by SEC regulations to furnish the Company with copies of all such
reports that they file. Based solely on a review of copies of reports filed
with the SEC since January 1, 1994, and written representations by certain
officers and directors, all persons subject to the reporting requirements of
Section 16(a) filed the required reports on a timely basis during 1994.

RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

Subject to ratification by the stockholders, the Company's Board of
Directors has reappointed Ernst & Young as independent auditors to audit the
financial statements of the Company for the current fiscal year.

Representatives of the firm of Ernst & Young are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THAT THE
STOCKHOLDERS VOTE "FOR" SUCH RATIFICATION.

STOCKHOLDER PROPOSALS FOR
NEXT ANNUAL MEETING OF STOCKHOLDERS

Stockholders' proposals intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company no later than January
3, 1996, to be considered for inclusion in the Company's Proxy Statement and
form of proxy for that meeting.

By Order of the Board of Directors,

ROBERT E. LEE GARNER, Secretary
Camden, South Carolina

May 2, 1995

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21
APPENDIX A

BUILDERS TRANSPORT, INCORPORATED EMPLOYEES
RETIREMENT SAVINGS & PROFIT SHARING PLAN
DIRECTION OF PARTICIPANT TO TRUSTEE

The undersigned hereby directs National Bank of Commerce, the trustee of
Builders Transport, Incorporated Employees Retirement Savings & Profit Sharing
Plan, to vote all shares of Builders Transport, Incorporated Common Stock
allocated to the individual account of the undersigned under the Plan, and a
proportionate number of other shares held by the Plan as provided by the Plan,
at the Annual Meeting of Stockholders of Builders Transport, Incorporated to be
held on Tuesday, June 6, 1995, at 10:00 a.m. Eastern time, or at any adjournment
thereof, as directed below.

1. Election of Directors

/ / FOR all nominees listed below (except as marked / / WITHHOLD AUTHORITY to vote for all nominees
to the contrary below). listed below.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.

Arthur C. Baxter Jan S. Mirsky Frederick S. Morton Jack Weprin
Stanford M. Dinstein John R. Morris David C. Walentas Jacob D. Wood

2. Ratification of Appointment of Ernst & Young.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

(Continued on other side)

(Continued from other side)

This direction cannot be voted unless it is properly signed, dated and
received by May 30, 1995. If properly signed, dated and returned, the trustee
will vote as designated by the undersigned or, if no choice is specified, the
trustee will vote FOR proposals 1 and 2. Please sign exactly as name appears on
this card.

-------------------------------------
Signature

-------------------------------------
Signature (if jointly held)

Dated , 1995
--------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
22
APPENDIX B

P R O X Y BUILDERS TRANSPORT, INCORPORATED

ANNUAL MEETING
JUNE 6, 1995
I, the undersigned stockholder of Builders Transport, Incorporated, (the
"Company") Camden, South Carolina, hereby nominate, constitute and appoint David
C. Walentas, Stanford M. Dinstein and Jacob D. Wood or any one or more of them
my true and lawful attorney(s) with full power of substitution for me and in my
name, place and stead, to vote all of the common stock par value $.01 per share
of the Company, standing in my name on its books on April 25, 1995, at the
meeting of its stockholders to be held at the Holiday Inn in Lugoff, South
Carolina, on Tuesday, June 6, 1995, at 10:00 a.m. Eastern time or any
adjournment thereof. The above proxies are hereby instructed to vote as shown on
the reverse side of this card.

Election of Directors, Nominees: (change of address)
Arthur C. Baxter, Stanford M. Dinstein, --------------------------------------------
Jan S. Mirsky, John R. Morris, --------------------------------------------
Frederick S. Morton, David C. Walentas, --------------------------------------------
Jack Weprin, Jacob D. Wood --------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)

SEE REVERSE SIDE

- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. SHARES IN YOUR NAME

1. Election of Directors (see reverse) / / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):____________________

2. Ratification of Appointment of Ernst & Young.
/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

/ / Change of Address

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S)____________________________ DATE_____________________________, 1995
SIGNATURE(S)____________________________ DATE_____________________________, 1995

THIS PROXY MUST BE DATED AND SIGNED EXACTLY AS SHOWN HEREON. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.

- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE