<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________________ to __________________

Commission file number 0-12255

                               YELLOW CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                        48-0948788
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)

10990 Roe Avenue, Overland Park, Kansas                         66211
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (913) 696-6100

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock, $1 Par Value Per Share
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by
nonaffiliates of the registrant at February 28, 2003 was $670,671,003.




<PAGE>

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                Class                        Outstanding at February 28, 2003
  Common Stock, $1 Par Value Per Share                29,584,076 shares

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into the Form 10-K:

1) 2002 Annual Report to Shareholders - Parts I, II and IV 

2) Proxy Statement dated March 6, 2003 - Part III




                                       2

<PAGE>

                               Yellow Corporation
                                    Form 10-K
                          Year Ended December 31, 2002

                                      Index


<Table>
<Caption>
ITEM                                                                                                                PAGE
----                                                                                                                ----
<S>                                                                                                                <C>

                                                         PART I
    1.   Business                                                                                                     4
    2.   Properties                                                                                                   9
    3.   Legal Proceedings                                                                                            9
    4.   Submission of Matters to a Vote of Security Holders                                                          9
         Executive Officers of the Registrant (Unnumbered Item)                                                      10

                                                         PART II
    5.   Market for the Registrant's Common Stock and Related Shareholder Matters                                    11
    6.   Selected Financial Data                                                                                     11
    7.   Management's Discussion and Analysis of Financial Condition and Results of Operations                       11
    8.   Financial Statements and Supplementary Data                                                                 11
    9.   Changes in and Disagreements with Independent Auditors on Accounting and Financial Disclosure               11

                                                        PART III
   10.   Directors and Executive Officers of the Registrant                                                          12
   11.   Executive Compensation                                                                                      12
   12.   Security Ownership of Certain Beneficial Owners and Management                                              12
   13.   Certain Relationships and Related Transactions                                                              12

                                                         PART IV
   14.   Controls and Procedures                                                                                     13
   15.   Exhibits, Financial Statement Schedule and Reports on Form 8-K                                              13

Report of Independent Auditors on Financial Statement Schedule                                                       16
Financial Statement Schedule II                                                                                      17
Signatures                                                                                                           18
Certifications                                                                                                       19
2002 Annual Report to Shareholders                                                                          Exhibit 13.1
Consent of Independent Auditors                                                                             Exhibit 23.1
</Table>




                                       3

<PAGE>


                                     PART I


Item 1. Business

(a)  General Development of the Business

     Yellow Corporation (also referred to as "Yellow," "we" or "our") is a
     holding company that through wholly owned operating subsidiaries offers its
     customers a wide range of asset and non-asset-based transportation services
     integrated by technology. Yellow Transportation, Inc. (Yellow
     Transportation) offers a full range of regional, national and international
     services for the movement of industrial, commercial and retail goods.
     Meridian IQ, LLC (Meridian IQ) is a non-asset global transportation
     management company that plans and coordinates the movement of goods
     worldwide to provide customers a single source for transportation
     management solutions. Yellow Technologies, Inc. (Yellow Technologies)
     provides innovative technology solutions and services exclusively for
     Yellow companies.

     In September 2001, we completed the acquisition of the remaining ownership
     in Tranportation.com from our venture capital partners. Prior to the
     acquisition, we accounted for our investment in Transportation.com as an
     unconsolidated joint venture under the equity method of accounting. As of
     the acquisition date, we consolidated Transportation.com, as well as our
     other non-asset-based services, under Meridian IQ.

     In April 2002, we completed an equity offering of 3.9 million shares at a
     price of $25.50 per share. We received $93.8 million of net proceeds from
     the offering. The net proceeds were used to repay debt and provide capacity
     for investments in our growth strategy.

     In July 2002, Meridian IQ acquired selected assets, consisting primarily of
     customer contracts, of Clicklogistics, Inc. (Clicklogistics) for nominal
     cash consideration and the assumption of certain obligations.
     Clicklogistics provides non-asset transportation and logistics management
     services.

     In August 2002, Meridian IQ completed the acquisition of MegaSys, Inc.
     (MegaSys), a Greenwood, Indiana based provider of non-asset transportation
     and logistics management services, for approximately $17 million. MegaSys
     offers carrier procurement, routing and scheduling, audit and payment and
     other shipment management capabilities. Meridian IQ employed key members of
     the MegaSys management team as part of the transaction.

     On September 3, 2002, the trend of consolidation within the
     less-than-truckload (LTL) industry continued when Consolidated Freightways,
     Inc. (CF) announced it was filing for Chapter 11 bankruptcy. CF was the
     third largest national LTL carrier with 2001 annual revenue of
     approximately $2 billion. Yellow Transportation followed a disciplined and
     proactive approach regarding assumption of the former CF business by
     evaluating each consumer relationship based on return on investment and
     available capacity.

     On September 30, 2002, we successfully completed the 100 percent
     distribution (the spin-off) of all of the shares of SCS Transportation,
     Inc. (SCST) to our shareholders. Shares were distributed on the basis of
     one share of SCST common stock for every two shares of Yellow common stock.
     As part of the spin-off agreement, SCST paid Yellow approximately $114
     million in cash and assumed debt of $16 million for a total dividend of
     $130 million. We used the proceeds to reduce debt and pay fees associated
     with the spin-off.

     We believe that each of the events above improved our financial strength
     and position in the market place. We reduced our total debt, including
     asset backed securitization borrowings, since December 31, 2001 by $237
     million, resulting in a balance of $124 million at December 31, 2002. A
     leading financial indicator in our industry, debt to capitalization net of
     available cash, was 21.0 percent as of December 31, 2002, an improvement
     over last year's 41.1 percent.

(b)  Financial Information about Segments

     We have two reportable segments (Yellow Transportation and Meridian IQ)
     that are strategic operating units requiring different operating and
     technology strategies. The "Business Segments" note on pages 78 and 79 of
     our 2002 Annual Report to Shareholders, which we incorporate into this
     report by reference, presents financial disclosures for these segments.



                                       4

<PAGE>

(c)  Narrative Description of the Business

     Yellow Corporation is a holding company that through wholly owned operating
     subsidiaries offers its customers a wide range of asset and non-asset-based
     transportation services integrated by technology. We employed an average of
     23,000 persons in 2002.

     Yellow Transportation

     Our largest operating unit, Yellow Transportation offers a full range of
     services for the movement of industrial, commercial, and retail goods.
     Yellow Transportation provides transportation services by moving shipments
     through its regional, national and international networks of terminals,
     utilizing primarily ground transportation equipment that we own or lease.
     The Yellow Transportation mission is to be the leading provider of
     guaranteed, time-definite, defect-free, hassle-free transportation services
     for business customers worldwide. Yellow Transportation addresses the
     increasingly complex transportation needs of its customers through service
     offerings such as:

     o    Exact Express(R)- a premium expedited and time-definite ground
          service with an industry-leading 100% satisfaction guarantee;

     o    Definite Delivery(R)- a guaranteed on-time service with constant
          shipment monitoring and proactive notification;

     o    Standard Ground(TM)- a ground service with complete coverage of North
          America;

     o    Standard Ground(TM) Regional Advantage- a high-speed service for
          shipments moving between 500 and 1,500 miles; and

     o    MyYellow(R).com - a leading edge e-commerce web site offering secure
          and customized online resources to manage transportation activity.

     Yellow Transportation, founded in 1924, serves more than 400,000
     manufacturing, wholesale, retail and government customers throughout North
     America. No single customer accounts for more than 6% of Yellow
     Transportation revenue. Operating from 345 strategically located
     facilities, Yellow Transportation provides service throughout North
     America, including within Puerto Rico and Hawaii. Shipments range from 100
     to 40,000 pounds, with an average shipment size of 1,000 pounds traveling
     an average distance of more than 1,200 miles. Yellow Transportation has
     over 700 employees with sales responsibilities.

     Yellow Technologies has developed and supports proprietary technology that
     drives the Yellow Transportation network. Approximately 22,000 Yellow
     Transportation employees are dedicated to operating the system that
     supports 265,000 shipments in transit at any time. An operations research
     and engineering team is responsible for the equipment, routing, sequencing
     and timing of nearly 56 million miles per month. At December 31, 2002,
     Yellow Transportation had 7,395 owned tractors, 491 leased tractors, 34,633
     owned trailers and 61 leased trailers.

     Yellow Transportation operates in a highly competitive environment against
     a wide range of transportation service providers. These competitors include
     a small number of national transportation services providers similar in
     size and scope to Yellow Transportation, a moderate number of regional or
     inter-regional providers and a large number of relatively small,
     shorter-haul transportation companies. Yellow Transportation also competes
     in and against several modes of transportation, including LTL, truckload,
     air cargo, rail, consolidators and private fleets.

     Truck-based transportation includes private fleets and two "for-hire"
     carrier groups. The private carrier segment consists of fleets that
     shippers who move their own goods own and operate. The two "for-hire"
     groups are based on the typical shipment sizes handled by transportation
     service companies. Truckload refers to providers transporting shipments
     that generally fill a trailer, and LTL or shared load refers to providers
     transporting shipments from multiple shippers that alone would not fill a
     trailer.

     Shared load transportation providers consolidate numerous orders generally
     ranging from 100 to 10,000 pounds from businesses in different locations.
     Orders are consolidated at individual locations within a certain radius
     from service centers. As a result, shared load carriers require expansive
     networks of pickup and delivery operations around local service centers
     and, with respect to national carriers, shipments are moved between origin
     and destination through a series of regional distribution centers.
     Depending on the distance shipped, shared load providers are often
     classified into three sub-groups:



                                       5

<PAGE>

          o    Regional -- Average distance is typically less than 500 miles
     with a focus on one- and two-day delivery times. Regional transportation
     companies can move shipments directly to their respective destination
     centers, which increases service reliability and avoids costs associated
     with intermediate handling.

          o    Interregional -- Average distance is usually between 500 and
     1,000 miles with a focus on two- and three-day delivery times. There is a
     blurring of lines between regional and national providers, as each sees the
     interregional segment as a growth opportunity, and there are no providers
     who focus exclusively on this sector.

          o    National -- Average distance is typically in excess of 1,000
     miles with focus on two- to five-day delivery times. National providers
     rely on interim shipment handling through hub and spoke networks, which
     require numerous satellite service centers, multiple distribution centers
     and a relay network. To gain service and cost advantages, they often ship
     directly between service centers, minimizing intermediate handling.

     Yellow Transportation provides service to all three sub-groups. Entry into
     the LTL trucking industry on a small scale with a limited service area is
     relatively easy. The larger the service area the greater the barriers to
     entry, due to the need for broader geographic coverage and additional
     equipment and facility requirements associated with this coverage. The
     level of technology applications required and the ability to generate
     shipment densities that provide adequate labor and equipment utilization
     also make larger-scale entry into the market difficult.

     Based in Overland Park, Kansas, Yellow Transportation accounted for 97
     percent of total company operating revenue (excluding SCST) in 2002, 99
     percent in 2001 and 99 percent in 2000.

     Meridian IQ

     Our other primary business unit, Meridian IQ, is a non-asset global
     transportation management company that plans and coordinates the movement
     of goods worldwide to provide customers a single source for transportation
     management solutions. Non-asset-based service providers, such as logistics
     companies, arrange for and expedite the movement of goods and materials
     through the supply chain. The typical logistics provider neither owns nor
     operates the physical assets necessary to move goods, eliminating the
     significant capital requirements normally experienced by a typical
     transportation company. This lower asset requirement allows the
     non-asset-based firms to reduce variable costs in economic downturns.

     Meridian IQ delivers a wide range of global transportation management
     services, with the ability to provide customers improved
     return-on-investment results through flexible, fast and easy-to-implement
     transportation services and technology management solutions. Meridian IQ
     has approximately 9,000 transactional and 200 contractual customers.

     Meridian IQ offers the following services:

     o    International Forwarding and Customs Brokerage -- arranging for the
          administration, transportation and delivery of goods to over 88
          countries;

     o    Multi-modal Brokerage Services -- providing companies with daily
          shipment needs with access to volume capacity and specialized
          equipment at competitive rates;

     o    Domestic Forwarding and Expedited Services -- arranging guaranteed,
          time-definite transportation for companies within North America
          requiring time-sensitive delivery options and guaranteed reliability;
          and

     o    Transportation Solutions and Technology Management -- web-native
          Transportation Management Systems enabling customers to manage their
          transportation network centrally with increased efficiency and
          visibility. When combined with network consulting and operations
          management, any organization, regardless of size, can outsource
          transportation functions partially or even entirely with Meridian IQ.

     Meridian IQ and Yellow Transportation create complementary service
     offerings with the ability for each to generate revenue for the other.
     Through its strong relationships, Yellow Transportation has introduced its
     customers to Meridian IQ for value-added 



                                       6

<PAGE>

     transportation technology and management services. This gives Meridian IQ
     immediate market credibility from established relationships, and a large
     pool of existing Yellow Transportation customers to target. In addition,
     Meridian IQ has attracted new transportation and technology management
     customers who utilize the Yellow Transportation service portfolio.

     The competition of Meridian IQ includes transportation management systems
     providers, domestic and international freight forwarders, freight brokers,
     and third party logistic companies. Meridian IQ has approximately 340
     employees, including a sales force of 29 employees. Additionally, the over
     700 members of the Yellow Transportation sales force assist Meridian IQ in
     developing sales leads. Meridian IQ is headquartered in Overland Park,
     Kansas.

     Yellow Technologies

     Yellow Technologies, a captive corporate resource, aims at creating
     competitive advantages for Yellow businesses by delivering innovative
     information solutions and technology services. Yellow Technologies has 320
     employees. In addition to delivering and supporting highly integrated
     applications and solutions, Yellow Technologies provides value-added
     technical, network, secure data, and enterprise system management services
     to our operating subsidiaries. Yellow Technologies and Meridian IQ together
     provide hosting, infrastructure services and managed transportation
     business systems development. Yellow Technologies is headquartered in
     Overland Park, Kansas.

     Competition

     Customers have a wide range of choices. We believe that service quality,
     performance, service variety, responsiveness, and flexibility are the
     important competitive differentiators.

     Few U.S.-based competitors offer comparably broad service capabilities. By
     integrating traditional ground, expedited, air cargo, and managed
     transportation solutions, we can provide consumers with a single source
     answer to shipping challenges with a foundation of service excellence and
     quality as its basis. Our market studies show a continued preference among
     customers for transportation providers based on quality and value, and we
     believe that we are positioned to grow given our strategic focus. By
     increasing the depth of the services we offer, we believe that we can
     successfully compete against the largest transportation competitors from a
     value perspective.

     Regulation

     Yellow Transportation and other interstate carriers were substantially
     deregulated following the enactment of the Motor Carrier Act of 1980, the
     Trucking Industry Regulatory Reform Act of 1994, the Federal Aviation
     Administration Authorization of 1994 and the ICC Termination Act of 1995.
     Prices and services are now largely free of regulatory controls, although
     the states retained the right to require compliance with safety and
     insurance requirements, and interstate motor carriers remain subject to
     regulatory controls imposed by agencies within the U.S. Department of
     Transportation.

     Yellow Transportation is subject to regulatory and legislative changes,
     which can affect our economics and those of our competitors. Various state
     agencies regulate us, and our operations are also subject to various
     federal, state and local environmental laws and regulations dealing with
     transportation, storage, presence, use, disposal and handling of hazardous
     materials, discharge of storm-water and underground fuel storage tanks.

     In October 2002, the Environmental Protection Agency issued new engine
     emission standards that apply to heavy-duty vehicles. Yellow Transportation
     is testing several units for fuel economy, reliability and performance
     standards. As Yellow Transportation uses tractors an average of seven years
     over the road and then converts them to city use for another seven to eight
     years, the emission standards are not expected to have a material impact on
     our capital expenditures or operating expenses in 2003.

     We believe that our operations are in substantial compliance with current
     laws and regulations, and we do not know of any existing conditions that
     would cause compliance with applicable regulations to have a material
     adverse effect on our business or operating results.

     We further describe our operations in Management's Discussion and Analysis
     of Financial Condition and Results of Operations in the 2002 Annual Report
     to Shareholders, which we incorporate into this report by reference.



                                       7

<PAGE>

     Economic Factors and Seasonality

     Our business is subject to a number of general economic factors that may
     have a materially adverse effect on the results of our operations, many of
     which are largely out of our control. These include recessionary economic
     cycles and downturns in customers' business cycles, particularly in market
     segments and industries, such as retail and manufacturing, where we have a
     significant concentration of customers. Economic conditions may adversely
     affect our customers' business levels, the amount of transportation
     services they need and their ability to pay for our services. We cannot
     predict the long-term effects of the September 11, 2001 terrorists attacks
     and subsequent events on the economy or on customer confidence in the
     United States, or the impact, if any, on our future results of operations.
     We operate in a highly price-sensitive and competitive industry, making
     pricing, customer service, effective asset utilization and cost control
     major competitive factors. No single customer accounts for more than 6% of
     our total revenue. Yellow Transportation revenues are subject to seasonal
     variations. Customers tend to reduce shipments after the winter holiday
     season, and operating expenses tend to be higher in the winter months
     primarily due to colder weather, which causes higher fuel consumption from
     increased idle time. Generally, the first quarter is the weakest while the
     third quarter is the strongest. The availability and cost of labor can
     significantly impact our cost structure and earnings.

     Future Outlook

     Economists estimate that the economy is moving toward firmer ground but
     expect it to remain flat for most of 2003. Management expects our pricing
     environment to remain competitive, yet stable, during 2003. We will
     continue to focus on cost control, productivity improvements and
     value-added services. By leveraging the additional business volumes
     resulting from the CF closure, premium services and Meridian IQ, we are
     well positioned to take advantage of improved economic conditions when they
     occur.

     The National Master Freight Agreement covering Yellow Transportation
     collective-bargaining employees expires on March 31, 2003. Yellow
     Transportation began formal labor negotiations with the International
     Brotherhood of Teamsters (IBT) in October 2002. On February 6, 2003,
     members of the Motor Freight Carrier Association, including Yellow
     Transportation, and the IBT announced a tentative agreement, which is
     subject to the approval of the affected IBT membership. The agreement
     covers approximately 80 percent of Yellow Transportation employees.

     The pricing and availability of most forms of insurance, including surety
     bonds, have been impacted by the events of September 11, 2001 and by
     several bankruptcies of large companies. We expect continued access to
     appropriate insurance coverage; however, the premiums paid for this
     coverage have increased significantly. Given our size and financial
     strength, we do not expect that the additional premium expenses will have a
     material adverse impact on our financial position or results of operations.
     In 2002, the lack of availability of surety bonds required us to issue
     additional letters of credit, which reduced available capacity under the
     revolving credit facility.

     Statements contained in this document that are not purely historical are
     forward-looking statements within the meaning of Section 27A of the
     Securities Act of 1933, as amended, and Section 21 of the Securities
     Exchange Act of 1934, as amended (each a "forward-looking statement").
     Forward-looking statements include those preceded by, followed by or
     include the words "should," "expects," "believes," "anticipates,"
     "estimates" or similar expressions. Our actual results could differ
     materially from those projected by these forward-looking statements due to
     a number of factors, including without limitation, inflation, labor
     relations, inclement weather, price and availability of fuel, competitor
     pricing activity, expense volatility, changes in and customer acceptance of
     new technology, changes in equity and debt markets and a downturn in
     general or regional economic activity.

(d)  Financial Information About Geographic Areas

     Our revenue from foreign sources is largely derived from Canada and Mexico.
     We discuss revenue from foreign sources in the "Business Segments" note on
     pages 78 and 79 of our Annual Report to Shareholders for the year ended
     December 31, 2002, which is incorporated in this report by reference.
     Foreign source revenue was not material to consolidated financial results
     in 2002, 2001 and 2000.



                                       8

<PAGE>


I
tem 2. Properties

     At December 31, 2002, we operated a total of 345 freight terminals located
     in 50 states, Puerto Rico, Canada and Mexico. Of this total, 199 were owned
     terminals and 146 were leased, generally for terms of three years or less.
     The number of vehicle back-in doors totaled 12,646, of which 10,605 were at
     owned terminals and 2,041 were at leased terminals. The freight terminals
     vary in size ranging from one to three doors at small local terminals, to
     over 380 doors at the largest consolidation and distribution terminal.
     Substantially all of the larger terminals, containing the greatest number
     of doors, are owned. In addition, the company and its subsidiaries own and
     occupy general office buildings in Overland Park, Kansas.

     Our facilities and equipment are adequate to meet current business
     requirements in 2003. Refer to Item 7, Management's Discussion and Analysis
     of Financial Condition and Results of Operations, for a more detailed
     discussion of expectations regarding capital spending in 2003.


Item 3. Legal Proceedings.

     We incorporate the information set forth under the "Commitments,
     Contingencies, and Uncertainties" note on page 77 in the Notes to
     Consolidated Financial Statements in our Annual Report to Shareholders for
     the year ended December 31, 2002, by reference to Item 15 of this report.


Item 4. Submission of Matters to a Vote of Security Holders

     None.




                                       9

<PAGE>

Executive Officers of the Registrant

The names, ages and positions of the executive officers of Yellow Corporation as
of March 6, 2003 are listed below. Officers are appointed annually by the Board
of Directors at their meeting that immediately follows the annual meeting of
shareholders.


<Table>
<Caption>
                       NAME            AGE                            POSITION(s) HELD
                       ----            ---                            ----------------
<S>                                    <C>   <C>
              William D. Zollars       55    Chairman of the Board, President and Chief Executive Officer of
                                             the company (since November 1999); President of Yellow
                                             Transportation (September 1996 to November 1999); Senior Vice
                                             President Ryder Integrated Logistics, Inc. (1994-1996).

              Donald G. Barger, Jr.    60    Senior Vice President and Chief Financial Officer of the company
                                             (since November 2000); Vice President and Chief Financial Officer
                                             of Hillenbrand Industries, Inc. (1998 to November 2000); Vice
                                             President and Chief Financial Officer for Worthington Industries
                                             (1993-1998).

              Stephen L. Bruffett      39    Vice President and Treasurer of the company (since July 2000);
                                             Director of Strategic Analysis for Yellow Transportation (June
                                             1998 to July 2000); Director of Finance for American Freightways
                                             (prior to June 1998).

              Lynn M. Caddell          49    President of Yellow Technologies (since November 1999); Vice
                                             President-Systems Development of Yellow Technologies (July 1997 to
                                             November 1999).

              Daniel J. Churay         40    Senior Vice President, General Counsel and Secretary of the
                                             company (since September 2002); Senior Counsel, Fulbright &
                                             Jaworski L.L.P. (2002); Deputy General Counsel and Assistant
                                             Secretary of Baker Hughes Incorporated (1998-2002).

              Gregory A. Reid          50    Senior Vice President and Chief Marketing Officer of the company
                                             (since December 2001); Senior Vice President and Chief
                                             Communications Officer (November 2000 to December 2001); Senior
                                             Vice President of Sales and Marketing for Yellow Transportation
                                             (March 1997 to November 2000); Vice President and General Manager
                                             for Ryder Integrated Logistics' Western Region (prior to March
                                             1997).

              James D. Ritchie         42    President and Chief Executive Officer of Meridian IQ (since
                                             January 2002); President and Chief Executive Officer of
                                             Transportation.com (February 2000 to January 2002); Vice President
                                             and General Manager of Ryder Integrated Logistics (1996 to
                                             February 2000).

              James L. Welch           48    President and Chief Executive Officer of Yellow Transportation
                                             (since June 2000); Central Group Vice President of Yellow
                                             Transportation (1998 - 2000).
</Table>


The terms of each officer of the company designated above are scheduled to
expire April 17, 2003. The terms of each officer of the subsidiary companies are
scheduled to expire on the date of the next annual meeting of shareholders of
that company. No family relationships exist among any of the executive officers
named above.




                                       10

<PAGE>


                                     PART II


Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters

     We incorporate the information set forth under the caption "Common Stock"
     and "Quarterly Financial Information" on page 82 of our Annual Report to
     Shareholders for the year ended December 31, 2002, by reference to Item 15
     of this report.


Item 6. Selected Financial Data

     We incorporate the information set forth under the caption "Financial
     Summary" on pages 48 and 49 of our Annual Report to Shareholders for the
     year ended December 31, 2002, by reference to Item 15 of this report.


Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

     We incorporate the information set forth under the caption "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     appearing on pages 28 through 47 of our Annual Report to Shareholders for
     the year ended December 31, 2002, by reference to Item 15 of this report.


Item 8. Financial Statements and Supplementary Data

     We incorporate the financial statements and supplementary information
     appearing on pages 50 through 81 of our Annual Report to Shareholders for
     the year ended December 31, 2002, by reference to Item 15 of this report.


Item 9. Changes in and Disagreements with Independent Auditors on Accounting and
Financial Disclosure

     Effective May 17, 2002, our Audit Committee, approved dismissal of Arthur
     Andersen LLP as our independent auditors and the appointment of KPMG LLP to
     serve as our independent auditors for the year ending December 31, 2002.

     The reports by Arthur Andersen LLP on our consolidated financial statements
     for each of the years ended December 31, 2001 and 2000 did not contain an
     adverse opinion or disclaimer of opinion, nor were such reports qualified
     or modified as to uncertainty, audit scope or accounting principles.

     During the years ended December 31, 2001 and 2000 and through May 17, 2002,
     there were no disagreements with Arthur Andersen LLP on any matter of
     accounting principle or practice, financial statement disclosure, or
     auditing scope or procedure which, if not resolved to the satisfaction of
     Arthur Andersen LLP, would have caused them to make reference to the
     subject matter of the disagreement in connection with the audit reports on
     our consolidated financial statements for such years; and there were no
     reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     We provided Arthur Andersen LLP with a copy of the foregoing disclosures.
     Incorporated by reference as Exhibit 16.1 is a copy of the Arthur Andersen
     LLP letter, dated May 17, 2002, stating its agreement with such statements.

     During the years ended December 31, 2001 and 2000 and through May 17, 2002,
     we did not consult KPMG LLP with respect to the application of accounting
     principles to a specified transaction, either completed or proposed, or the
     type of audit opinion that might be rendered on our consolidated financial
     statements, or any other matters or reportable events as set forth in Items
     304(a)(2)(i) and (ii) of Regulation S-K.




                                       11

<PAGE>


                                    PART III


Item 10. Directors and Executive Officers of the Registrant

     Information regarding our directors is incorporated by reference from our
     2003 definitive proxy statement. For information with respect to our
     executive officers, see "Executive Officers of the Registrant" at the end
     of Part I of this report.


Item 11. Executive Compensation

     Information regarding executive compensation is incorporated by reference
     from our 2003 definitive proxy statement.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     Information regarding Security Ownership of Certain Beneficial Owners and
     Management is incorporated by reference from our 2003 definitive proxy
     statement.


Item 13. Certain Relationships and Related Transactions

     Information regarding Certain Relationships and Related Transactions is
     incorporated by reference from our 2003 definitive proxy statement.




                                       12

<PAGE>


                                     PART IV


Item 14. Controls and Procedures

     We maintain a rigorous set of disclosure controls and procedures and
     internal controls designed to ensure that information required to be
     disclosed in our filings under the Securities Exchange Act of 1934, as
     amended, is recorded, processed, summarized and reported within the time
     periods specified in the Securities and Exchange Commission's rules and
     forms. Our principal executive and financial officers have evaluated our
     disclosure controls and procedures within 90 days prior to the filing of
     this annual report on Form 10-K and have determined that such disclosure
     controls and procedures are effective.

     Subsequent to the evaluation by our principal executive and financial
     officers, there were no significant changes in internal controls or other
     factors that could significantly affect internal controls, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Item 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K

(a) (1) Financial Statements

     The following information appearing in the 2002 Annual Report to
     Shareholders is incorporated by reference in this Form 10-K Annual Report
     as Exhibit 13.1:


<Table>
<Caption>
                                                                                                   Pages
<S>                                                                                                <C>  

    Management's Discussion and Analysis of
     Financial Condition and Results of Operations                                                 28-47
    Financial Summary                                                                              48-49
    Consolidated Financial Statements                                                              50-80
    Independent Auditors' Report                                                                   81
    Quarterly Financial Information                                                                82
    Common Stock                                                                                   82
</Table>


     With the exception of the information specifically referred to above, the
     2002 Annual Report to Shareholders is not deemed filed as part of this
     report. Financial statements other than those listed are omitted for the
     reason that they are not required or are not applicable.

(a) (2) Financial Statement Schedule


<Table>
<Caption>
                                                                                                   Pages
<S>                                                                                                <C>  


    Independent Auditors' Report on
     Financial Statement Schedule                                                                  16

    For the years ended December 31, 2002, 2001 and 2000:
      Schedule II - Valuation and Qualifying Accounts                                              17
</Table>


     Schedules other than those listed are omitted for the reason that they are
     not required or are not applicable. The above additional financial data
     should be read in conjunction with the consolidated financial statements in
     the 2002 Annual Report to Shareholders.



                                       13

<PAGE>

(a) (3) Exhibits

   3.1         Certificate of Incorporation of the company

   3.2         Bylaws

   4.1         Certificate of Incorporation of the company (incorporated by
               reference to Exhibit 3.1 to this Annual Report on Form 10-K)

   4.2         Bylaws (incorporated by reference to Exhibit 3.1 to this Annual
               Report on Form 10-K)

   4.3         Form of Medium-Term Note

   4.4         Paying Agency Agreement dated April 26, 1993 between Yellow
               Corporation and Citibank, N.A.

   10.1        Form of Executive Severance Agreement between Yellow Corporation
               and its executive officers

   10.2        Executive Performance Plan (incorporated by reference to Exhibit
               B to the company's Proxy Statement for its Annual Meeting of
               Shareholders held on April 18, 2002)

   10.3        2002 Stock Option and Share Award Plan (incorporated by reference
               to Exhibit 4 to the Registration Statement on Form S-8, SEC File
               No. 333-88268)

   10.4        1999 Stock Option Plan (incorporated by reference to Exhibit 4 to
               the Registration Statement on Form S-8, SEC File No. 333-49620)

   10.5        1997 Stock Option Plan (incorporated by reference to Exhibit 4 to
               the Registration Statement on Form S-8, SEC File No. 333-59255)

   10.6        1996 Stock Option Plan

   10.7        1992 Stock Option Plan

   10.8        Form of Stock Option Agreement

   10.9        Form of Restricted Stock Award Agreement pursuant to 1992 Stock
               Option Plan with Non-Compete Covenant between Yellow Corporation
               and each of William D. Zollars, Donald G. Barger, Jr., Gregory A.
               Reid, James D. Ritchie and James L. Welch

   10.10       Supplemental Retirement Income Agreement dated July 20, 2001,
               between Yellow Corporation and Donald G. Barger, Jr.
               (incorporated by reference to Exhibit 10 to the Quarterly Report
               on Form 10-Q for the quarter ended June 30, 2001)

   10.11       Executive Deferred Compensation Plan

   10.12       Employment Agreement dated December 15, 1999 between Yellow
               Corporation and William D. Zollars (incorporated by reference to
               Exhibit 10 to the Annual Report on Form 10-K for the year ended
               December 31, 1999)


   10.13       Amendment Number One to Employment Agreement dated December 15,
               1999 between Yellow Corporation and William D. Zollars
               (incorporated by reference to Exhibit 10(a) to the Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2000)

   10.14       Amended Directors' Stock Compensation Plan (incorporated by
               reference to Exhibit 4.1 to the Registration Statement on Form
               S-8, SEC File No. 333-49618)

   10.15       Form of Option Agreement pursuant to Directors' Stock
               Compensation Plan for January 2003 grants

   10.16       Form of Option Agreement pursuant to Directors' Stock
               Compensation Plan for grants prior to January 2003

   10.17       Master Separation and Distribution Agreement dated as of
               September 30, 2002, between Yellow Corporation and SCS
               Transportation, Inc. (incorporated by reference to Exhibit 10.2
               to the Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2002)

   10.18       Tax Indemnification and Allocation Agreement dated as of
               September 30, 2002, between Yellow Corporation and SCS
               Transportation, Inc. (incorporated by reference to Exhibit 10.3
               to the Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2002)

   10.19       Amendment and Restatement dated July 30, 1999 of the Receivables
               Purchase Agreement Dated as of August 2, 1996, among Yellow
               Receivables Corporation, Falcon Asset Securitization Corporation,
               the financial institutions named therein and The First National
               Bank of Chicago, as Agent (incorporated by reference to Exhibit
               10 to the Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999)



                                       14

<PAGE>
   10.20       Omnibus Amendment dated as of December 31, 2002, among Yellow
               Transportation, Inc., Yellow Receivables Corporation, Falcon
               Asset Securitization Corporation, and Bank One, N.A., as Agent
               and Investor

   10.21       Revolving Credit Agreement dated as of April 5, 2001, among
               Yellow Corporation, the Lenders named therein, Wachovia Bank,
               N.A., as Syndication Agent, FirstStar Bank, N.A., as a
               Documentation Agent, Fleet National Bank, as a Documentation
               Agent, Suntrust Bank, as a Documentation Agent, Bank One, N.A.,
               as Administrative Agent, and Banc One Capital Markets, Inc., as
               Arranger and Sole Book Runner (incorporated by reference to
               Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001)

   10.22       Amendment No. 1 to Revolving Credit Agreement dated as of
               September 30, 2002, among Yellow Corporation, Bank One, N.A., as
               Lender and Agent, and the other Lenders named therein
               (incorporated by reference to Exhibit 10.4 to the Quarterly
               Report on Form 10-Q for the quarter ended September 30, 2002)

   13.1        2002 Annual Report to Shareholders

   16.1        Letter from Arthur Andersen LLP dated May 17, 2002, regarding
               change in certifying accountant (incorporated by reference to
               Exhibit 16 to the Current Report on Form 8-K for the event dated
               as of May 17, 2002)

   21.1        Subsidiaries of the company

   23.1        Consent of KMPG LLP

   99.1        Certification of William D. Zollars

   99.2        Certification of Donald G. Barger, Jr.

(b)  Reports on Form 8-K

     On October 22, 2002, a Form 8-K was filed under Item 7, Financial
     Statements and Exhibits, and Item 9, Regulation FD Disclosure. The company
     made available the unaudited historical consolidated balance sheets as of
     March 31, 2001, June 30, 2001, September 30, 2001, December 31, 2001, March
     31, 2002, June 30, 2002 and September 30, 2002, statements of consolidated
     operations and statements of consolidated cash flows for the three months
     ended March 31, 2001, June 30, 2001, September 30, 2001, December 31, 2001,
     March 31, 2002, June 30, 2002, September 30, 2002, the twelve months ended
     December 31, 2001, and the nine months ended September 30, 2002. These
     historical financial statements were presented to reflect the operations of
     SCST as a discontinued operation as required by the spin-off of SCST to
     shareholders on September 30, 2002.

     On January 7, 2003, a Form 8-K was filed under Item 5, Other Events,
     reporting the amendment of the company's asset backed securitization (ABS)
     facility. As a result of the amendment, the ABS facility was reflected on
     the Consolidated Balance Sheet of Yellow Corporation as of December 31,
     2002.



                                       15

<PAGE>


Report of Independent Auditors on Financial Statement Schedule

To the Shareholders of Yellow Corporation:

Under date of January 23, 2003, we reported on the consolidated balance sheets
of Yellow Corporation and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of operations, cash flows, shareholders' equity,
and comprehensive income for each of the years in the three-year period ended
December 31, 2002, as contained in the 2002 annual report to shareholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 2002. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule of valuation and
qualifying accounts (Schedule II). This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.


KPMG LLP

Kansas City, Missouri
January 23, 2003





                                       16

<PAGE>

                                                                     Schedule II

                       Yellow Corporation and Subsidiaries
                        Valuation and Qualifying Accounts
              For the Years Ended December 31, 2002, 2001 and 2000


<Table>
<Caption>
                    COL. A                       COL. B                   COL. C                 COL. D            COL. E
                 ------------                  -----------     ---------------------------    -------------     -----------

                                                                      ADDITIONS
                                                               ---------------------------
                                                                   -1-           -2-
                                                 Balance,        Charged        Charged                          Balance,
                                                Beginning       To Costs/       To Other                          End Of
         Description                           Of Year(1)       Expenses        Accounts      Deductions(3)        Year
                                                                            (in thousands)
<S>                                            <C>             <C>             <C>             <C>              <C>        
         Year ended December 31, 2002:

         Deducted from asset account -
          Allowance for uncollectible
           accounts                            $     7,695     $    25,834     $       189     $   (17,987)     $    15,731
                                               ===========     ===========     ===========     ===========      ===========
         Added to liability account -
          Claims and insurance
           accruals                            $   110,298     $    95,947     $        --     $   (91,031)     $   115,214
                                               ===========     ===========     ===========     ===========      ===========
         Year ended December 31, 2001:

         Deducted from asset account -
          Allowance for uncollectible
           accounts                            $    10,591     $    14,744     $       332     $   (17,972)     $     7,695
                                               ===========     ===========     ===========     ===========      ===========
         Added to liability account -
          Claims and insurance
           accruals                            $   119,479     $    84,797     $        --     $   (93,978)     $   110,298
                                               ===========     ===========     ===========     ===========      ===========
         Year ended December 31, 2000:

         Deducted from asset account -
          Allowance for uncollectible
           accounts                            $    11,815     $    17,301     $      (820)(2) $   (17,705)     $    10,591
                                               ===========     ===========     ===========     ===========      ===========
         Added to liability account -
          Claims and insurance
           accruals                            $   131,050     $    90,648     $        --     $  (102,219)     $   119,479
                                               ===========     ===========     ===========     ===========      ===========
</Table>


(1)  All balances shown have been reclassified to reflect valuation and
     qualifying accounts of continuing operations due to the spin-off of SCST on
     September 30, 2002.

(2)  Estimated uncollectible accounts transferred to Transportation.com.

(3)  Regarding the allowance for uncollectible accounts, amounts primarily
     relate to uncollectible accounts written off, net of recoveries. For the
     claims and insurance accruals, amounts primarily relate to payments of
     claims and insurance.



                                       17

<PAGE>


                                   Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       Yellow Corporation

                                       BY: /s/ William D. Zollars
                                           -------------------------------------
                                           William D. Zollars
                                           Chairman of the Board, President
                                           and Chief Executive Officer

     March 6, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


<Table>
<S>                                  <C>                            <C> 
         /s/ Donald G. Barger, Jr.    Senior Vice President         March 6,  2003
       ----------------------------   and Chief Financial Officer
           Donald G. Barger, Jr.   

         /s/ Howard M. Dean           Director                      March 6,  2003
       ----------------------------
           Howard M. Dean

         /s/ Cassandra C. Carr        Director                      March 6,  2003
       ----------------------------
           Cassandra C. Carr

         /s/ Carl W. Vogt             Director                      March 6,  2003
       ----------------------------
           Carl W. Vogt

                                      Director
       ----------------------------
           Richard C. Green, Jr.

         /s/ Dennis E. Foster         Director                      March 6,  2003
       ----------------------------
           Dennis E. Foster

         /s/ John C. McKelvey         Director                      March 6,  2003
       ----------------------------
           John C. McKelvey

         /s/ William L. Trubeck       Director                      March 6,  2003
       ----------------------------
           William L. Trubeck
</Table>





                                       18

<PAGE>


                                 CERTIFICATIONS

         I, William D. Zollars, certify that:

         1. I have reviewed this annual report on Form 10-K of Yellow
Corporation;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         (c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

         (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         Date: March 6, 2003

                                           /s/ William D. Zollars
                                           -------------------------------------
                                           William D. Zollars
                                           Chairman of the Board, President and
                                           Chief Executive Officer




                                       19

<PAGE>

                                 CERTIFICATIONS

         I, Donald G. Barger, Jr., certify that:

         1. I have reviewed this annual report on Form 10-K of Yellow
Corporation;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         (c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

         (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         Date: March 6, 2003

                                           /s/ Donald G. Barger, Jr.
                                           -------------------------------------
                                           Donald G. Barger, Jr.
                                           Senior Vice President and
                                           Chief Financial Officer





                                       20




<PAGE>
                                                                EXHIBIT 3.1



                          CERTIFICATE OF INCORPORATION
                                       OF
                               YELLOW CORPORATION

                      (As amended through April 25, 1996)



     FIRST:  The name of the corporation is Yellow Corporation.

     SECOND:  The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street in the City of Wilmington, County of
New Castle.  The name of the registered agent of the Corporation at such
address is The Corporation Trust Company.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of the State of Delaware.

     FOURTH:  The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is One
Hundred Twenty Five Million (125,000,000) shares, consisting of One Hundred
Twenty Million (120,000,000) shares of Common Stock having a par value of $1
per share and Five Million (5,000,000) shares of Preferred Stock having a par
value of $1 per share.

           (a) Shares of the Preferred Stock may be issued in one or more
      series at such time or times and for such consideration or considerations
      as the Board of Directors may determine.  All shares of any one series
      shall be of equal rank and
 identical in all respects.

           (b) Authority is hereby expressly granted to the Board of Directors
      to fix from time to time, by resolution or resolutions providing for the
      issue of any series of Preferred stock, the designation of such series
      and the powers, 




CERT. OF INC.               YELLOW CORPORATION              PAGE    1


<PAGE>


      preferences and rights of the shares of such series, and the
      qualification, limitations or restrictions thereof, including the
      following:

                 (1) The number of shares constituting that series and the
            distinctive designation of that series;

                 (2) The dividend rate on the shares of that series and the
            time of payment thereof, whether dividends shall be cumulative, and
            if so, the date or dates which any cumulative dividends shall
            commence to accrue, and the relative rights of priority, if any, of
            payment of dividends on shares of that series over shares of any
            other series;

                 (3) Whether that series shall have voting rights, in addition
            to the voting rights provided by law, and, if so, the terms of such
            voting rights;

                 (4) Whether that series shall have conversion privileges, and,
            if so, the terms and conditions of such conversion, including
            provision for adjustment of the conversion rate in such events as
            the Board of Directors shall determine;

                 (5) Whether or not the shares of that series shall be
            redeemable, and, if so, the terms and conditions of such
            redemption, including the date or dates upon or after which they
            shall be redeemable, and the amount per share payable in case of
            redemption, which amount may vary under different conditions and at
            different redemption dates;

                 (6) Whether that series shall have a sinking fund for the
            redemption or purchase of shares of that series, and if so, the
            terms and amount of such sinking fund;




CERT. OF INC.               YELLOW CORPORATION                 PAGE 2


<PAGE>

                 (7) The rights of the shares of that series in the event of
            merger, acquisition, voluntary or involuntary liquidation,
            dissolution, distribution of assets or winding up of the
            Corporation, and the relative rights of priority, if any, of
            payment of shares of that series over shares of any other series;

                 (8) Whether the issuance of any additional shares of such
            series, or of any shares of any other series, shall be subject to
            restrictions as to issuance, or as to the powers, preferences or
            rights of any such other series; and

                 (9) Any other preferences, privileges and powers and relative,
            participating, optional or other special rights and qualifications,
            limitations or restrictions of such series, as the Board of
            Directors may deem advisable and as shall not be inconsistent with
            the provisions of this Certificate of Incorporation and to the full
            extent now or hereafter permitted by the laws of Delaware.

            Dividends on outstanding share of Preferred Stock shall be paid or
      declared and set apart for payment, before any dividends shall be paid or
      declared and set apart for payment on the common shares with respect to
      the same dividend period.

            If upon any voluntary or involuntary liquidation, dissolution,
      distribution of assets or winding up of the Corporation, the assets
      available for distribution to holders of shares of Preferred Stock of all
      series shall be insufficient to pay such holders the full preferential
      amount to which they are entitled, then such assets shall be distributed
      ratably among the shares of all series of Preferred Stock in accordance
      with the respective preferential amounts (including unpaid cumulative
      dividends, if any) payable with respect thereto.





CERT. OF INC.               YELLOW CORPORATION              PAGE 3


<PAGE>

           FIFTH:  The business and affairs of the Corporation shall be managed
      by the Board of directors consisting of not less than 5 nor more than 15
      persons.  The exact number of directors within the limitations specified
      in the preceding sentence shall be fixed from time to time by the Board
      of Directors pursuant to a resolution adopted by a majority of the entire
      Board of Directors.  The directors need not be elected by ballot unless
      required by the Bylaws of the Corporation.

           The Board of Directors shall be elected annually at the annual
      meeting of stockholders and the members of the Board so elected shall
      serve one-year terms to expire at the following annual meeting of
      stockholders.  Each director shall hold office for the term for which he
      is elected or appointed and until his successor shall be elected and
      qualified or until his death, or until he shall resign.

           Subject to the rights of the holders of any series of Preferred Stock
      then outstanding, newly created directorships resulting from any increase
      in the authorized number of directors or any vacancies in the Board of
      Directors resulting from death, resignation, retirement, disqualification,
      removal from office or other cause shall be filled by a majority vote of
      the directors then in office, and directors so chosen shall hold office
      for a term expiring at the next annual meeting of stockholders.  No
      decrease in the number of directors constituting the Board of Directors
      shall shorten the term of any incumbent director.

           No director of the corporation shall be removed from his office as a
      director by vote or other action of shareholders or otherwise unless the
      director to be removed has been convicted of a felony by a court of
      competent jurisdiction and such conviction is no longer subject to direct
      appeal or unless the director to be removed has been adjudged by a court
      of competent jurisdiction to be mentally incompetent or to be liable for
      negligence or misconduct in the 

      

CERT. OF INC.               YELLOW CORPORATION              PAGE 4


<PAGE>



      performance of his duty to the corporation and such adjudication is no 
      longer subject to direct appeal.


           SIXTH:  In furtherance and not in limitation of the powers conferred
      by the laws of the State of Delaware, the Board of Directors is expressly
      authorized to adopt, amend or repeal the bylaws.

           SEVENTH:

           A.  1.  In addition to any affirmative vote required by law or under
      any other provision of this Certificate of Incorporation, and except as
      otherwise expressly provided in subparagraph B:

                   a.   any merger or consolidation of the Corporation of any
               subsidiary (as hereinafter defined) with or into (i) any
               Substantial Stockholder (as hereinafter defined) or (ii) any
               other corporation (whether or not itself a Substantial
               Stockholder which, after such merger or consolidation, would be
               an Affiliate (as hereinafter defined) of a Substantial
               Stockholder, or

                   b.   any sale, lease, exchange, mortgage, pledge, transfer or
               other disposition (in one transaction or a series of related
               transactions) to or with (i) any Substantial Stockholder or (ii)
               an Affiliate of a Substantial Stockholder of any assets of the
               Corporation or any Subsidiary having an aggregate fair market
               value of $5,000,000 or more, or

                   c.   the issuance or transfer by the Corporation or any
               Subsidiary (in one transaction or a series of related
               transactions) of any securities of the Corporation or any
               Subsidiary to (i) any Substantial Stockholder or (ii) any other
               corporation (whether or 






CERT. OF INC.               YELLOW CORPORATION                 PAGE 5



<PAGE>
               not itself a Substantial Stockholder) which, after such issuance
               or transfer, would be an Affiliate of a Substantial Stockholder
               in exchange for cash, securities or other property (or a
               combination thereof) having an aggregate fair market value of
               $5,000,000 or more, or

                   d.   the adoption of any plan or proposal for the liquidation
               of dissolution of the Corporation proposed by or on behalf of a
               Substantial Stockholder or an Affiliate of a Substantial
               Stockholder, or

                   e.   any reclassification of securities (including any
               reverse stock split), recapitalization, reorganization, merger or
               consolidation of the Corporation with any of its Subsidiaries or
               any similar transaction (whether or not with or into or otherwise
               involving a Substantial Stockholder or an Affiliate of a
               Substantial Stockholder) which has the effect, directly or
               indirectly, of increasing the proportionate share of the
               outstanding shares of any class of equity or convertible
               securities of the Corporation or any Subsidiary which is directly
               or indirectly owned by any Substantial Stockholder or by an
               Affiliate of a Substantial Stockholder, shall require the
               affirmative vote of the holders of at least 80% of the voting
               power of the then outstanding shares of capital stock of the
               Corporation entitled to vote generally in the election of
               directors, considered for the purpose of this Article Seventh as
               one class ("Voting Shares"). Such affirmative vote shall be
               required notwithstanding the fact that no vote may be required,
               or that some lesser percentage may be required, or that some
               lesser percentage may be specified, by law or in any agreement
               with any national securities exchange or otherwise.

CERT. OF INC.                   YELLOW CORPORATION                 PAGE 6

<PAGE>


                   2.   The term "business combination" as used in this Article
               Seventh shall mean any transaction which is referred to in any
               one or more clauses (a) through (e) of Section 1 of this
               Subparagraph A.

               B.   The provisions of Subparagraph A of this Article Seventh
          shall not be applicable to any particular business combination, and
          such business combination shall require only such affirmative vote as
          is required by law and any other provision of this Certificate of
          Incorporation, if all of the conditions specified in either of the
          following paragraphs 1 and 2 are met:

                   1.   The business combination shall have been approved by a
               majority of the "Continuing Directors" (as hereinafter defined).

                   2.   All of the following conditions shall have been met:

                        a.   The ratio of:
 
                             (1)   the aggregate amount of the cash and the fair
                   market value of other consideration to be received per share
                   by holders of common stock of the Corporation ("Common
                   Stock") in such business combination,

                   to

                             (2)   the market price of the Common Stock
                   immediately prior to the public announcement of the proposal
                   of such business combination, is at least as great as the
                   ratio of

                                   (i)   the highest per share price (including
                        brokerage commissions, transfer taxes and soliciting    
                        dealers' fees) which such Substantial Stockholder has
                        paid for any shares of Common Stock acquired by it
                        within the five year period prior to the business
                        combination,


CERT. OF INC.                YELLOW CORPORATION                    PAGE 7

<PAGE>

                  to

                                   (ii)   the market price of the Common Stock
                       immediately prior to the initial acquisition by such
                       Substantial Stockholder of any Common Stock;

                  b.   The aggregate amount of the cash and fair market value of
            other consideration to be received per share by holders of Common
            Stock in such business combination

                       (1)   is not less that the highest per share price
                  (including brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid by such Substantial Stockholder
                  in acquiring any of its holdings of Common Stock, and

                       (2)   is not less than the earnings per share of Common
                  Stock for the four full consecutive fiscal quarters
                  immediately preceding the record date for solicitation of
                  votes on such business combination multiplied by the then
                  price/earnings multiple (if any) of such Substantial
                  Stockholder as customarily computed and reported in the
                  financial community;

                  c.   The aggregate amount of the cash and the fair market
            value as of the date of the consummation of the business combination
            of consideration other than cash to be received per share by holders
            of shares of any other class of outstanding capital stock of the
            Corporation shall be at least equal to the highest of the following
            (it being intended that the requirements of this paragraph B.2.c.
            shall be required to be met with respect to every class of
            outstanding capital stock of the Corporation whether or not the
            Substantial Stockholder has previously acquired any shares of a
            particular class of capital stock):



CERT. OF INC.               YELLOW CORPORATION                PAGE 8

<PAGE>


                       (1)   (if applicable) the highest per share (including
                  any brokerage commissions, transfer taxes and soliciting
                  dealers' fees) paid by the Substantial Stockholder for any
                  shares of such class of capital stock acquired by it (1)
                  within the five year period immediately prior to the first
                  public announcement of the proposal of the business
                  combination (the "Announcement Date") or (2) in the
                  transaction in which it became a Substantial Stockholder,
                  whichever is higher.

                       (2)   (if applicable) the highest preferential amount per
                  share to which the holders of shares of such class of capital
                  stock are entitled in the event of any voluntary or
                  involuntary liquidation, dissolution or winding up of the
                  Corporation;

                       (3)   the fair market value per share of such class of
                  capital stock (which may be determined by a majority of the
                  Continuing Directors) on the Announcement Date or on the date
                  on which the Substantial Stockholder became a Substantial
                  Stockholder (the "Determination Date"), whichever is higher;
                  and

                       (4)   (if applicable) the price per share equal to the
                  fair market value per share of such class of capital stock
                  determined pursuant to Paragraph B.2.c. (3) above, multiplied
                  by the ratio of (1) the highest per share price (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by the Substantial Stockholder for any shares of
                  such class of capital stock acquired by it within the
                  five-year period immediately prior to the Announcement Date to
                  (2) the fair market value per share of such class of capital
                  stock on the first day in such five-year period upon



CERT. OF INC.                    YELLOW CORPORATION                 PAGE 9

<PAGE>
                  which the Substantial Stockholder acquired any shares of such
                  class of Voting Shares.

                  d.   The consideration to be received by holders of the
            Corporation's capital stock of the Corporation in such business
            combination shall be in cash or in the same form and of the same
            kind as the consideration paid by the Substantial Stockholder in
            acquiring the shares of Stock already owned by it;

                  e.   After such Substantial Stockholder has acquired ownership
            of not less than 10% of the then outstanding Voting Shares (a "10%
            interest") and prior to the consummation of such business
            combination;

                       (1)   the Substantial Stockholder shall have taken steps
                  to ensure that the Corporation's Board of Directors included
                  at all times representation by Continuing Director(s) (as
                  hereinafter defined) proportionate to the ratio that the
                  Voting Shares which from time to time are owned by persons
                  other than the Substantial Stockholder ("Public Holders") bear
                  to all Voting Shares outstanding at such respective times
                  (with a continuing director to occupy any resulting fractional
                  board position);

                       (2)   there shall have been no reduction in the rate of
                  dividends payable on the Common Stock except as may have been
                  approved by majority vote of the Continuing Directors;

                       (3)   such Substantial Stockholder shall not have
                  acquired any newly issued shares of capital stock of the
                  Corporation, directly or indirectly, from the Corporation
                  (except upon conversion of convertible securities acquired by
                  it prior to


CERT. OF INC.               YELLOW CORPORATION                  PAGE 10

<PAGE>
                  obtaining a 10% Interest or as a result of a pro rata stock
                  dividend or stock split; and

                       (4)   such Substantial Stockholder shall not have
                  acquired any additional shares of the Corporation's
                  outstanding Common Stock or securities convertible into or
                  exchangeable for Common Stock except as a part of the
                  transaction which resulted in such Substantial Stockholder
                  acquiring its 10% Interest:

                  f.   Prior to the consummation of such business combination,
            such Substantial Stockholder shall not have (i) received the
            benefit, directly or indirectly (except proportionately as a
            stockholder), of any loans, advances, guarantees, pledges or other
            financial assistance or tax credits provided by the Corporation; or
            (ii) made any major change in the Corporation's business or equity
            capital structure without the approval of a majority of the
            Continuing Directors; and

                  g.   A proxy statement responsive to the requirements of the
            Securities Exchange Act of 1934 shall have been mailed to all
            holders of voting Shares for the purpose of soliciting stockholder
            approval of such business combination.  Such proxy statement shall
            contain at the front thereof, in a prominent place, any
            recommendations as to the advisability (or inadvisability) of the
            business combination which the Continuing Directors, or any of them,
            may have furnished in writing  and, if deemed advisable by a
            majority of the Continuing Directors, an opinion of reputable
            investment banking firm as to the fairness (or lack of fairness) of
            the terms of such business combination, from the point of view of
            the holders of Voting Shares other than the Substantial Stockholder
            (such investment banking firm to be selected by a majority of the
            Continuing Directors, to be furnished with all information it
            reasonably requests and 



CERT. OF INC.               YELLOW CORPORATION                      PAGE 11

<PAGE>
            to be paid a reasonable fee for its services upon receipt by the
            Corporation of such opinion).

            C.   For the purposes of this Article Seventh:

                 1.   A "person" shall mean any individual, firm, corporation or
      other entity.

                 2.   "Substantial Stockholder" shall mean, in respect of any
      business combination, any person (other than the Corporation of any
      Subsidiary) who or which, s of the record date for the determination of
      stockholders entitled to notice of and to vote on such business
      combination, or as of the time of the vote on such business combination,
      or immediately prior to the consummation of any such transaction,

                      a.   is the beneficial owner, directly or indirectly, of
                 not less than 10% of the Voting Shares, or

                      b.   is an Affiliate of the Corporation and at any time
                 within five years prior thereto was the beneficial owner,
                 directly or indirectly, of not less than 10% of the then
                 outstanding Voting Shares, or

                      c.   is an assignee of or has otherwise succeeded to any
                 shares of capital stock of the Corporation which were at any
                 time within five years prior thereto beneficially owned by any
                 Substantial Stockholder, and such assignment or succession
                 shall have occurred in the course of a transaction or series of
                 transactions not involving a public offering within the meaning
                 of the Securities Act of 1933.


CERT. OF INC.               YELLOW CORPORATION              PAGE 12

<PAGE>
                 3.   A person shall be the "beneficial owner" of any Voting
                 Shares:

                      a.   which such person or any of its Affiliates or
                 Associates (as hereinafter defined) beneficially own, directly
                 or indirectly, or

                      b.   which such person or any of its Affiliates or
                 Associates has (i) the right to acquire (whether such right is
                 exercisable immediately or only after the passage of time),
                 pursuant to any agreement, arrangement or understanding or upon
                 the exercise of conversion rights, exchange rights, warrants,
                 or options, or otherwise, or (ii) the right to vote pursuant to
                 any agreement, arrangement or understanding or

                      c.   which are beneficially owned, directly or indirectly,
                 by any other person with which such first mentioned person or
                 any of its Affiliates or Associates has any agreement,
                 arrangement or understanding for the purpose of acquiring,
                 holding, voting or disposing of any shares of capital stock of
                 the Corporation.

                 4.   The outstanding Voting Shares shall include shares deemed
            owned through application of Section 3 above but shall not include
            any other Voting Shares which may be issuable pursuant to any
            agreement, or upon exercise of conversion rights, warrants or
            options, or otherwise.

                 5.   "Continuing Director" shall mean a person who was a
            director prior to June 1, 1983 or who was a member of the Board of
            Directors of the Corporation elected by the Public Holders prior to
            the date as of which the Substantial Stockholder acquired 10% of the
            then outstanding Voting Shares, or a person designated (before his
            initial 

CERT. OF INC.               YELLOW CORPORATION              PAGE 13

<PAGE>
            election as a director) as a continuing director by a majority of
            the then continuing directors.

                 6.   "Other consideration to be received" shall mean Common
            Stock of the Corporation retained by its Public Holders in the event
            of a business combination in which the Corporation is the surviving
            corporation.

                 7.   "Affiliate" and "Associate" shall have the respective
            meanings given those terms in Rule 12b-2 of the General Rules and
            Regulations under the Securities Exchange Act of 1934, as in effect
            on January 1, 1982.

                 8.   "Subsidiary" means any corporation of which a majority of
            any class of equity security (as defined in Rule 3a11-1 of the
            General Rules and Regulations under the Securities Exchange Act of
            1934, as in effect on January 1, 1982) is owned, directly or
            indirectly, by the Corporation; provided, however, that for the
            purposes of the definition of Substantial Stockholders set forth in
            Section 2 of this subparagraph c, the term "Subsidiary" shall mean
            only a corporation of which a majority of each class of equity
            security is owned, directly or indirectly, by the Corporation.

            D.   A majority of the Continuing Directors shall have the power and
      duty to determine for the purposes of this Article Seventh, on the basis
      of information known to them, (a) the number of Voting Shares beneficially
      owned by any person, (b) whether a person is an Affiliate or Associate of
      another, (c) whether a person has an agreement, arrangement or
      understanding with another as to the matters referred to in section 3 of
      subparagraph C, or (d) whether the assets subject to any business
      combination have an aggregate fair market value of $5,000,000 or more.



CERT. OF INC.               YELLOW CORPORATION              PAGE    14

<PAGE>
      E.   Nothing contained in Article Seventh shall be construed to relieve
any Substantial Stockholder from any fiduciary obligation imposed by law.

      EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision consigned in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.  Notwithstanding
anything to the contrary contained in this Certificate of Incorporation or the
Bylaws of the Corporation ( and notwithstanding the fact that a lesser
percentage may be specified by law, this Certificate of Incorporation or the
Bylaws of the Corporation), the affirmative vote of the holders of at least 80%
of the voting power of the then outstanding Voting Shares shall be required to
amend, alter, change or repeal, or to adopt any provision inconsistent with,
Articles Fifth, Seventh, Tenth, Twelfth and this Article Eighth of this
Certificate of Incorporation, provided that such 80% vote shall not be required
for any amendment, alteration, change or repeal recommended to the stockholders
by  majority of the Continuing Directors, as defined in Article Seventh.

      NINTH:  The holders of a majority of the Common Stock issued, outstanding,
and entitled to vote at the time a determination is made, present in person, or
represented by proxy, shall be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of business.

      TENTH:  Any action required or permitted to be taken by the shareholders
of the Corporation must effected at a duly called annual or special meeting of
shareholders of the Corporation and may not be effected by any consent in
writing by such shareholders.  Special meetings of shareholders of the
Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors or by the 




CERT. OF INC.               YELLOW CORPORATION                   PAGE 15

<PAGE>
Chairman of the Board or President, upon not less than 10 nor more than 60 days'
written notice.

      ELEVENTH:  Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of section 279 of Title 8 or the Delaware Code
order a meeting of the creditors or class or creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or  on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

      TWELFTH:  The Bylaws of the Corporation may be amended or repealed, or new
bylaws may be adopted (a) by the affirmative vote of seventy-five percent of the
voting power of the then outstanding Voting Shares; provided that the notice of
such meeting of stockholders whether regular or special, shall specify as one of
the purposes thereof the making of such amendment or repeal; or (b) by 




CERT. OF INC.                  YELLOW CORPORATION                  PAGE 16

<PAGE>
the affirmative vote of the majority of the Board of Directors at any regular or
special meeting.

      THIRTEENTH:  The incorporator is Stephen P. Murphy, whose mailing address
is P.O. Box 7270, Overland Park, KS 66207.

      FOURTEENTH:  A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit.  If
the Delaware General Corporation law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extend
permitted by the amended Delaware General Corporation Law.  Any repeal or
modification of this paragraph by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time of such repeal
or modification.



CERT. OF INC.               YELLOW CORPORATION                    PAGE 17


<PAGE>

                                                                     EXHIBIT 3.2

                               YELLOW CORPORATION
                                     BYLAWS

                (As Proposed to be Amended through March 1, 2003)

                                    ARTICLE I
                                  STOCKHOLDERS

         SECTION 1. ANNUAL MEETING

         An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held on such date in April and
at such location and time of day as the Board of Directors shall each year fix.

         SECTION 2. SPECIAL MEETINGS

         Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman of the
Board, Chief Executive Officer or a majority of the Board of Directors and shall
be held at the principal office of the company in Overland Park, Kansas on such
date, and at such time as they shall fix.

         SECTION 3. NOTICE OF MEETING

         Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the General
Corporation
 Law of the State of Delaware or the Certificate of Incorporation).

         When a meeting is adjourned to another date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more


                                      -1-

<PAGE>
than fourteen days after the date for which the meeting was originally notice,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting any business may be transacted which might
have been transacted at the original meeting.

         SECTION 4. QUORUM

         At any meeting of the stockholders, the holders of a majority of the
outstanding shares (exclusive of treasury stock) of each class of stock entitled
to vote at the meeting, present in person or by proxy, shall constitute a quorum
for the transaction of any business, unless or except to the extent that the
presence of a larger number may be required by law.

         If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another date
or time.

         If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.

         SECTION 5. ORGANIZATION

         The Chairman of the Board or, in his absence, the Chief Executive
Officer, shall call to order any meeting of the stockholder and act as chairman
of the meeting and the Secretary or Assistant Secretary shall act as secretary
of the meeting. In the absence of the Secretary or Assistant Secretary of the
Corporation, the secretary of the meeting shall be such person as the chairman
appoints.


                                      -2-

<PAGE>
         SECTION 6. CONDUCT OF BUSINESS

         At an annual meeting of the stockholders, only such business may be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder.

         For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice must be received at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, than in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made.

         To be in proper written form, a stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business at the annual meeting,
(b) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business.


                                      -3-

<PAGE>
         Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at any annual meeting unless it has been properly brought
before the meeting. The Chairman of the annual meeting shall determine whether
business has been properly brought before the meeting in accordance with the
provisions of this Section 6. If he should determine that it has not, he shall
so declare to the meeting. Any business not properly brought before the meeting
shall not be transacted.

         SECTION 7. PROXIES AND VOTING

         At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.

         Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws.

         All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballot, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballot shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.

         All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws, all other matters shall be determined by a
majority of the votes cast.


                                      -4-

<PAGE>
         SECTION 8. NOTICE OF NOMINATION

         Nominations for the election of directors may be made by the Board of
Directors or by any stockholder entitled to vote for the election of directors.
Such nominations shall be made by notice in writing, delivered or mailed by
first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than 14 days nor more than 50 days prior to any meeting of
the stockholders called for the election of directors; provided, however, that
if less than 21 days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, to the Secretary of
the Corporation not later than the close of the seventh day following the day on
which notice of the meeting was mailed to stockholders. Notice of nominations
which are proposed by the Board of Directors shall be given by the Chairman on
behalf of the Board.

         Each notice under the above paragraph shall set forth (i) the name,
age, business address and, if known, residence address of each nominee proposed
in such notice, (ii) the principal occupation or employment of each such nominee
and (iii) the number of shares of stock of the Corporation which are
beneficially owned by each such nominee.

         The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

         SECTION 9. STOCK LIST

         A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder



                                      -5-

<PAGE>

and the number of shares registered in his name shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the metropolitan area where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

         The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         SECTION 1. DIRECTORS

                  A. NUMBER AND TERM OF OFFICE

         The number of directors who shall constitute the whole board shall be
eight. Each director shall hold office until his successor is elected and
qualified or until his earlier resignation, removal from office or death except
as otherwise provided herein or required by law.

         Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.




                                      -6-

<PAGE>

                  B. CHAIRMAN OF THE BOARD

         The Board of Directors shall elect a member of the Board of Directors
as Chairman of the Board of Directors (the "Chairman of the Board" or
"Chairman") at its first meeting after every annual meeting of stockholders. The
Chairman of the Board shall hold office until his successor is elected and
qualified or until his earlier resignation, removal from office (as Chairman or
director) or death except as other required by law.

         The Chairman of the Board shall preside over all meetings of the Board
of Directors and meetings of the shareholders and shall undertake such other
tasks as he and the Board of Directors shall agree. The Chairman may also serve
as an officer with respect to any of the offices described in Article IV hereof,
however, the Chairman, solely in his capacity as Chairman of the Board, shall
not be deemed an officer of the Corporation.

         SECTION 2. VACANCIES

         If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.

         SECTION 3. RESIGNATION AND REMOVALS

         No person who is concurrently a director and an employee of the
Corporation shall be qualified to serve as a director of the Corporation from
and after the time of any diminution in such person's duties or responsibilities
as an officer, the time they leave the employ of the Corporation for any reason
or their 72nd birthday; provided, that if any such person resigns from the Board
of Directors upon such event, such person shall thereafter be deemed qualified
to serve



                                      -7-

<PAGE>
as a director of the Corporation for so long as such person is otherwise
qualified to so serve pursuant to the following sentence. No person shall be
qualified to serve as a director of the Corporation on or after the date of the
annual meeting of stockholders following:

         (a) the director's 72nd birthday;

         (b) any fiscal year in which he has failed to attend at least 66% of
the meetings of the Board of Directors and any committees of the Board of
Directors on which such director serves, when such Board and committee meetings
are taken on a collective basis; or

         (c) the three month anniversary of any change in his employment (other
than a promotion or lateral movement within the same organization); provided
that such a person shall be deemed to be qualified to serve as a director if so
determined by a majority of the members of the whole Board (excluding the
director whose resignation would otherwise be required) if the Board in its
judgment determines that such waiver would be in the best interest of the
Corporation. A director shall offer the director's retirement or resignation
effective as of the annual meeting of stockholders following any of those
events.

         A director may be removed only for cause by a majority vote of the
stockholders entitled to vote for the election of directors. If the Chairman,
pursuant to the preceding sentence, is removed from his office as director, such
removal shall also constitute his removal as Chairman of the Board. The Chairman
of the Board may be removed as Chairman (but not as director) at any time, with
or without cause, by a majority vote of the Board of Directors. "For cause"
shall mean only such circumstances as described in the last paragraph of Article
FIFTH of the Corporation's Certificate of Incorporation.



                                      -8-

<PAGE>

         SECTION 4. REGULAR MEETINGS

         Regular meetings of the Board of Directors shall be held at such places
or places, on such date or date, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.

         SECTION 5. SPECIAL MEETINGS

         Special meetings of the Board of Directors shall be called upon written
request of two directors then in office or by the Chairman of the Board and
shall be held at such place, on such date, and at such time as they or he shall
fix. Notice of the place, date and time of each such special meeting shall be
given each director by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.

         SECTION 6. QUORUM

         At any meeting of the Board of Directors, one-third of the total number
of the whole board, but not less than two, shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

         SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE

         Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting and any action duly



                                      -9-

<PAGE>

taken by Directors at such a meeting shall have the same force and effect as if
taken at a meeting duly called and attended in person by the Directors.

         SECTION 8. CONDUCT OF BUSINESS

         At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws. Action may be taken by the Board of Directors
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

         SECTION 9. POWERS

         The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, including, without limiting the generality of the
foregoing, the unqualified power:

                  1. To declare dividends from time to time in accordance with
law;

                  2. To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

                  3. To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;




                                      -10-

<PAGE>

                  4. To remove any officer of the Corporation with or without
cause, and from time to time transfer the powers and duties of any officer to
any other person for the time being;

                  5. To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers and agents;

                  6. To adopt from time to time such stock option, stock
purchase, bonus or other compensation plans for officers and agents of the
Corporation and its subsidiaries as it may determine;

                  7. To adopt from time to time such insurance, retirement, and
other benefit plans for officers and agents of the Corporation and its
subsidiaries as it may determine;

                  8. To adopt from time to time regulations, not inconsistent
with these bylaws, for the management of the Corporation's business and affairs;
and

                  9. To adopt from time to time an order of succession
designating the officers to perform the duties and exercise the powers of the
president in the event of the President's absence, death, inability or refusal
to act.

         SECTION 10. COMPENSATION OF DIRECTORS

         Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.

                                      -11-

<PAGE>

                                   ARTICLE III
                                   COMMITTEES

         SECTION 1. COMMITTEE OF THE BOARD OF DIRECTORS

         The Board of Directors, by resolution, may from time to time designate
committees of the Board, each of which shall have the respective powers and
duties necessary or proper to carry out the purposes for which appointed, to
serve at the pleasure of the board and shall, for those committees and any
others provided for herein, elect a director or directors to serve as the member
or members, designating, if it desires, other directors as alternative members
who may replace any absent or disqualified member at any meeting of the
committee. Any committee so designated may exercise the power and authority of
the Board of Directors to declare a dividend or to authorize the issuance of
stock if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide. In the absence or
disqualification of any members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.

         SECTION 2. CONDUCT OF BUSINESS

         Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members, which may be by telephone or telegraph, of all meeting;
one-third of the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matter shall be determined by a majority vote of the members
present. Action



                                      -12-

<PAGE>

may be taken by any committee without a meeting if all members thereof consent
in writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. GENERALLY

         The officers of the Corporation shall consist of a Chief Executive
Officer, a President (who may be, but need not be, the Chief Executive Officer),
a Secretary and Treasurer. The Board of Directors may elect such additional
officers as it deems necessary, including vice presidents, assistant secretaries
and assistant treasurers. Officers shall be elected by the Board of Directors,
which shall consider that subject at its first meeting after every annual
meeting of stockholders. Each officer shall hold his office until his successor
is elected and qualified or until his earlier resignation or removal. Any number
of offices may be held by the same person.

         SECTION 2. CHIEF EXECUTIVE OFFICER

         The Chief Executive Officer shall be the senior officer of the
Corporation and shall be responsible in general for the supervision and control
of all the business and affairs of the Corporation.

         SECTION 3. PRESIDENT

         If the Board of Directors elects a Chief Executive Officer who is not
the President, the President shall act in the place of the Chief Executive
Officer in his absence or in the event of his death, inability or refusal to
act. He shall perform all duties and have all powers which are delegated to him
by the Board of Directors or Chief Executive Officer. He shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
which are authorized. In the event of the absence, death, inability or refusal
to act of the President, the




                                      -13-

<PAGE>

officer designated by the Board of Directors shall perform the duties and
exercise the powers of the President.

         If the Board of Directors does not elect a Chief Executive Officer, the
President shall also perform the duties and exercise the powers of the Chief
Executive Officer.

         SECTION 4. VICE PRESIDENT

         Each vice president shall perform such duties as the Board of Directors
shall prescribe.

         SECTION 5. TREASURER

         The Treasurer shall have charge and custody of all monies and
securities of the Corporation, shall in general perform all of the duties
commonly incident to the office of Treasurer, and shall perform such other
duties as may be assigned him by the Chief Executive Officer, President, or
Board of Directors. He shall make such disbursements of the funds of the
Corporation as are proper and shall render from time to time an account of all
such transactions and of the financial condition of the Corporation.

         SECTION 6. SECRETARY

         The secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate minute books.

         SECTION 7. DELEGATION OF AUTHORITY

         The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.




                                      -14-

<PAGE>

         SECTION 8. REMOVAL

         Any officer of the Corporation may be removed at any time, with or
without cause, by the Board of Directors.

         SECTION 9. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS

         Unless otherwise directed by the Board of Directors, the Chief
Executive Officer shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders of or with
respect to any action of stockholders of any other corporation in which this
Corporation may hold securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its ownership of
securities in such other corporation.

                                    ARTICLE V
               INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

         SECTION 1. RIGHT TO INDEMNIFICATION

                  a. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative ("proceeding"), by reason of
the fact that he or she or a person for whom he or she is the legal
representative is or was a director, officer or employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent such amendment permits the corporation to
provide broader indemnification



                                      -15-

<PAGE>

rights than said law permitted the corporation to provide prior to such
amendment) against all expenses, liability and loss (including attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that with respect to any agent or employee, to the
extent any such expenses, liabilities or losses are covered by insurance, other
than insurance maintained by the corporation, the corporation shall be required
to indemnify and hold harmless such agent or employee only to the extent that
such expenses, liabilities or losses are not covered by such insurance. Such
right shall be a contract right and shall include the right to be paid by the
corporation expenses incurred in defending any such proceedings in advance of
its final disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the corporation in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.

                  b. Any person who is or was an agent of the corporation, and
who would be entitled to be indemnified by the corporation under the
circumstances set forth in Section 1(a) but for the fact that such person is not
or was not a director, officer or employee of the corporation, may be
indemnified by the corporation (but shall not be entitled to be indemnified by
the corporation) in a specific case to all or part of the extent set forth in
Section 1 (a), if the Board of Directors determines that it is in the best
interests of the corporation



                                      -16-

<PAGE>

to grant such indemnity. Authorization for such indemnity and the extent thereof
shall be determined by majority vote of a quorum of the Board of Directors.

         SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT

         If a claim under Section 1 is not paid in full by the corporation
within 90 days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant had not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant had not
met the applicable standard of conduct.


                                      -17-

<PAGE>





         SECTION 3. NON-EXCLUSIVITY OF RIGHTS

         The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

         SECTION 4. INSURANCE

         The corporation may maintain insurance, at its expense, to protect
itself and any such director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

         SECTION 5.

         For purposes of this Article, reference to "other enterprise" shall
include entities of any kind, including associations, rate bureaus and
conferences.

                                   ARTICLE VI
                                      STOCK

         SECTION 1. CERTIFICATE OF STOCK

         Shares of the stock of the Corporation may be represented by
certificates or uncertificated. Owners of shares of the stock of the Corporation
shall be recorded in the share register of the Corporation, and ownership of
such shares shall be evidenced by a certificate or book-entry notation in the
share register of the Corporation. Any certificates representing such shares
shall be signed by, or in the name of the Corporation by, the chairman or vice
chairman of the Board of Directors, or the president or a vice president, and by
the secretary or any assistant secretary, if one be appointed, or the treasurer
or an assistant treasurer of the Corporation,


                                      -18-

<PAGE>

certifying the number of shares represented by the certificate owned by such
stockholder in the Corporation. Any or all of the signatures on the certificate
may be facsimile.

         SECTION 2. TRANSFERS OF STOCK

         Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate or other evidence of such new
shares to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Uncertificated shares shall be transferred in the
share register of the Corporation upon the written instruction originated by the
appropriate person to transfer the shares.

         SECTION 3. TRANSFER AND CHANGE OF ADDRESS

         Title to a certificate and to the shares represented thereby can be
transferred only:

                  (1) By delivery of the certificates, endorsed either in blank
         or to a specific person, by the person appearing in the certificate to
         be the owner of the shares represented thereby; or

                  (2) By delivery of the certificate and a separate document
         containing a written assignment of the certificate or a power of
         attorney to sell, assign or transfer the same of the shares represented
         thereby, signed by the person appearing by the certificates to be the
         owner of the shares represented thereby. Such assignment or power of
         attorney may be either in blank or to a specified person.


                                      -19-

<PAGE>





         SECTION 4. CHANGE OF ADDRESS

         Stockholders shall be responsible for notifying in writing the
secretary, or the transfer agent or registrar as the case may be, if appointed
by resolution of the Board, of any changes in their addresses from time to time,
and failure to do so shall relieve the Corporation, its shareholders, directors,
officers and the transfer agent and/or registrar, if any, of liability, for
failure to direct notices, dividends, or other documents or property to an
address other than the one appearing in the records of the secretary, or, if
appointed, the transfer agent or registrar.

         SECTION 5. RECORD DATE

         The Board of Directors may fix a record date, which shall not be more
than sixty or less than ten days before the date of any meeting of stockholders,
nor more than sixty days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled: to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to any change,
conversion or exchange of stock with respect to any other lawful action.

         SECTION 6. LOST, STOLEN OR DESTROYED CERTIFICATES

         In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
board of directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.


                                      -20-

<PAGE>

         SECTION 7. REGULATIONS

         The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.

         SECTION 8. REGISTERED STOCKHOLDER

         The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact hereof and, accordingly, shall
not be bound to recognize any equitable or other claim or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of Delaware.

                                   ARTICLE VII
                                     NOTICES

         SECTION 1. NOTICES

         Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of the
Corporation. The time when such notice is dispatched shall be at the time of the
giving of the notice.

         SECTION 2. WAIVERS

         A written waiver of any notice, signed by a stockholder, director,
officer, or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholders, director, officer, or agent. Neither the business
nor the purpose of any meeting need be specified in such a waiver.


                                      -21-

<PAGE>





                                  ARTICLE VIII
                                  MISCELLANEOUS

         SECTION 1. FACSIMILE SIGNATURES

         In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the Corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.

         SECTION 2. CORPORATE SEAL

         The Board of Directors may provide a suitable seal, containing the name
of the Corporation, which seal shall be in charge of the secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.

         SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS

         Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
duties, be fully protected in relying good faith upon the books of accounts or
other records of the Corporation, including reports made to the Corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser with reasonable care.

         SECTION 4. FISCAL YEAR

         The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

         SECTION 5. TIME PERIODS

In applying any provisions of these Bylaws which require that an act be done or
not done a specified number of days prior to an event or that an act be done
during a period of a specified



                                      -22-

<PAGE>

number of days after an event, calendar days shall be used, the day of the doing
of the act shall be excluded and the day of the event shall be included.

                                   ARTICLE IX
                                   AMENDMENTS

         SECTION 1. AMENDMENTS

         These Bylaws may be amended or repealed, or new bylaws may be adopted
(a) by the affirmative vote of seventy-five percent of the shares issued and
outstanding and entitled to vote at any annual or special meeting of
stockholders; provided that the notice of such meeting of stockholders whether
regular or special, shall specify as one of the purposes thereof the making of
such amendment or repeal; or (b) by telling the affirmative vote of the majority
of the Board of Directors at any regular or special meeting.



                                      -23-


<PAGE>
                                                                     EXHIBIT 4.3

                                                                Exhibit B
                                                                to
                                                                Placement Agency
                                                                Agreement

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), AND MAY BE SOLD OR TRANSFERRED ONLY IF REGISTERED PURSUANT TO
THE PROVISIONS THEREOF OR IF AN INSTITUTIONAL INVESTOR APPROVED AS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. BY ITS ACCEPTANCE OF THIS NOTE, THE PURCHASER
REPRESENTS AND AGREES THAT IT IS AN "ACCREDITED INVESTOR", AS DEFINED IN
REGULATION D PROMULGATED UNDER THE 1933 ACT ("INSTITUTIONAL ACCREDITED
INVESTOR"), AND THAT THIS NOTE IS BEING ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION THEREOF AND
THAT ANY RESALE OF THIS NOTE WILL BE MADE ONLY (i) TO MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED OR YELLOW CORPORATION OR (ii) THROUGH MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED TO AN INSTITUTIONAL ACCREDITED INVESTOR OR
TO A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A IN A TRANSACTION
THAT MEETS THE REQUIREMENTS OF RULE 144A OR (iii) DIRECTLY TO AN INSTITUTIONAL
ACCREDITED INVESTOR APPROVED BY YELLOW CORPORATION OR (iv) THROUGH A DEALER TO A
QUALIFIED INSTITUTIONAL BUYER (OTHER THAN A TRANSACTION DESCRIBED IN CLAUSE
(ii)) WHICH
 MEETS THE REQUIREMENTS OF RULE 144A OR (v) DIRECTLY (i.e., NOT TO OR
THROUGH OR WITH THE APPROVAL OF YELLOW CORPORATION OR MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED) TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
THAT MEETS THE REQUIREMENTS OF REGULATIONS UNDER THE 1933 ACT; PROVIDED THAT THE
AGREEMENT OF THE PURCHASER IS SUBJECT TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF THE PURCHASER'S PROPERTY SHALL AT ALL TIMES BE AND REMAIN WITHIN
ITS CONTROL. ANY TRANSFER DESCRIBED IN CLAUSES (iii), (iv) AND (v) REQUIRES THE
SUBMISSION TO THE ISSUING AND PAYING AGENT (AS DEFINED HEREIN) OF THE TRANSFER
FORM ON THE NOTE DULY COMPLETED OR A DULY COMPLETED TRANSFER INSTRUMENT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A. ANY RESALE OF OTHER
TRANSFER OR ATTEMPTED RESALE OR OTHER TRANSFER OF ANY NOTE WHICH IS NOT MADE IN
COMPLIANCE WITH SUCH RESTRICTIONS WILL NOT BE RECOGNIZED BY YELLOW CORPORATION.


<PAGE>

                                      -2-

                               YELLOW CORPORATION


<TABLE>
<CAPTION>
                        Original
Interest Rate           Issue Date      Maturity Date           Principal Sum
-------------           ----------      -------------           -------------
<S>                     <C>             <C>                     <C>    
------------%           ----------      -------------           -------------
</TABLE>


Interest Payment Dates:

Record Dates:

Redemption Provisions:

Additional Terms;

      Yellow Corporation, a Delaware corporation (the 'Company'), for value
received, hereby promises to pay to _________________________________________,
or registered assigns, the Principal Sum stated above on the Maturity Date
stated above and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on the unpaid principal amount hereof, from the original
issue date of this Note until the Principal Sum hereof has been paid in full, at
the Interest Rate stated above, in consecutive semiannual payments on the 15th
day of April and October in each year (unless other interest payment dates are
specified above), and at maturity, commencing with the interest payment date
next succeeding the date hereof. Notwithstanding the foregoing, if the original
issue date of this Note is between a record date and the related interest
payment date, the first payment of interest on this Note will be due and payable
on the second interest payment date following the original issue date of this
Note. Unless other record dates are specified above, interest payable on any
interest payment date other than at maturity shall be payable to the person in
whose name this Note is registered at the close of business on the last day of
the month next preceding the month in which such interest payment is due (a
"record date"). Interest payable at maturity shall be payable to the person to
whom the principal of this Note shall be payable.

      Payments of principal and interest shall be made in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts. Payments of interest other than
interest payable at maturity will be made by draft mailed to the register holder
hereof at the address shown in the register maintained


<PAGE>

                                       -3-

by the Company at the office of Citibank N.A. (the "Issuing and Paying Agent")
for such purpose or, at the option of the registered holder hereof, to such
other place in the United States of America as the registered holder hereof
shall be designated to the Company in writing.

      The principal amount hereof and interest due at maturity will be paid upon
maturity in immediately available funds against presentation of this Note at the
office of the Issuing and Paying Agent in New York, New York (as of the date of
this Note, such office being located at 111 Wall Street, New York, New York),
or at such other office or agency of the Company as the Company shall designate
by written notice to the registered holder of this Note. The Company may treat
the person in whose name this Note is registered as the owner of such Note for
the purpose of receiving payments of principal and interest on this Note and for
all other purposes whatsoever. The Company shall not be obligated to register
and transfer of this Note made without compliance with the restrictions on
transfer set forth above.

      This Note has been issued by the Company pursuant to the Issuing and
Paying Agency Agreement dated as of April 22, 1993 between the Issuing and
Paying Agent and the Company (the "Issuing and Paying Agency Agreement").

      Unless otherwise specified above, this Note is not redeemable or subject
to voluntary prepayment.

      Liens. The Company will not, and will not permit any of its subsidiaries
to, pledge or otherwise subject to any lien any of its property or assets unless
this Note and all other outstanding Notes issued under the Issuing and Paying
Agency Agreement are secured by such pledge or lien equally and ratably with all
other obligations and indebtedness secured thereby so long as such other
obligations and indebtedness shall be so secured. The agreement of the Company
contained in this paragraph does not apply to:

            (i) liens existing on April 26, 1993;

            (ii) the pledge of any assets to secure any financing by the Company
      of the exporting of goods to or between, or the marketing thereof in,
      foreign countries, in connection with which the Company reserves the
      right, in accordance with customary and established banking practice, to

<PAGE>

                                      -4-


      deposit, or otherwise subject to a lien, cash, securities or receivables,
      for the purpose of securing banking accommodations or as the basis for the
      issuance of bankers' acceptances or in aid of other similar borrowing
      arrangements;

            (iii) the pledge of receivables payable in foreign currencies to
      secure borrowings in foreign countries;

            (iv) any deposit of assets of the Company or any subsidiary thereof
      with any surety company or clerk of any court, or in escrow, as collateral
      in connection with, or in lieu of, any bond on appeal by the Company or
      any subsidiary thereof from any judgment or decree against it, or in
      connection with other proceedings in actions at law or in equity by or
      against the Company or any subsidiary thereof or to exercise any privilege
      or license, performance of bids, contracts or leases, or to secure other
      public or statutory obligations of the Company or any subsidiary thereof
      or other similar deposits or pledges made in the ordinary course of
      business;

            (v) any lien or charge on any property, tangible or intangible, real
      or personal, existing at the time of acquisition thereof (whether through
      purchase or through merger or consolidation) or given to secure the
      payment of all or any part of the purchase price thereof or to secure any
      indebtedness incurred prior to, at the time of, or within sixty (60) days
      after, the acquisition thereof for the purpose of financing all or any
      part of the purchase price thereof, provided that such liens do not extend
      to any other property of the Company or any subsidiary thereof;

            (vi) liens on real property owned as of the date hereof, provided
      that the indebtedness which such liens secure does not exceed the fair
      market value of such real property;

            (vii) liens on personal property granted to secure indebtedness
      incurred in the ordinary course of business not exceeding $50,000,000 in
      the aggregate;


<PAGE>

                                       -5-


            (viii) mechanics', workmen's, repairmen's, materialmen's or
      carriers, liens; or other similar liens arising in the ordinary course of
      business; or deposits or pledges to obtain the release of any such liens;

            (ix) liens arising out of judgments or awards against the Company or
      any subsidiary thereof with respect to which the Company or any subsidiary
      thereof shall in good faith be prosecuting an appeal or proceedings for
      review; or liens incurred by the Company or any subsidiary thereof for the
      purpose of obtaining a stay or discharge in the course of any legal
      proceeding to which the Company or any subsidiary thereof is a party;

            (x) liens for taxes not yet subject to penalties for nonpayment or
      contested, or minor survey exceptions, or minor encumbrances, assessments
      or reservations of, or rights of others for, rights of way, sewers,
      electric lines, telegraph and telephone lines and other similar purposes,
      or zoning or other restrictions as to the use of real properties, which
      encumbrances, easements, reservations, rights and restrictions do not in
      the aggregate materially detract from the value of said properties or
      materially impair their use in the operation of the business of the
      Company or any subsidiary thereof owning the same; and

            (xi) any extension, renewal or replacement (or successive
      extensions, renewals or replacements), in whole or in part, of any lien,
      charge or pledge referred to in the foregoing clauses (i) to (vi)
      inclusive of this paragraph, provided, however, that the amount of any and
      all obligations and indebtedness secured thereby shall not exceed the
      amount thereof so secured immediately prior to the time of such extension,
      renewal or replacement and that such extension, renewal or replacement
      shall be limited to all or a part of the property which secured the charge
      or lien so extended, renewed or replaced (plus improvements on such
      property).

      Events of Default. The registered holder of this Note may, by notice in
writing to the Company, declare the 


<PAGE>

                                       -6-


principal of such Note to be, and the same shall thereupon become, forthwith due
and payable, together with interest accrued thereon, upon the occurrence and
continuation of one or more of the following events of default:

            (i) default in the payment of any interest on this Note when due or
      in the payment of any interest on or principal of any other note issued by
      the Issuing and Paying Agent on behalf of the Company pursuant to the
      Issuing and Paying Agency Agreement when due, which default continues for
      at least thirty (30) calendar days;

            (ii) a judgment, decree or order by a court having jurisdiction
      shall have been entered adjudicating the Company or any subsidiary thereof
      bankrupt or insolvent, or approving as properly filed a petition seeking
      reorganization of the Company or any subsidiary thereof under the
      Bankruptcy Code or any other similar applicable Federal or state law, and
      such judgment, decree or order shall have continued undischarged and
      unstayed for a period of sixty (60) calendar days; or a judgment, decree
      or order of a court having jurisdiction for the appointment of a receiver
      or liquidator or trustee or assignee in bankruptcy or insolvency of the
      Company or any subsidiary thereof or the property of any thereof, or for
      the winding up or liquidation of the affairs of any thereof, shall have
      been entered, and such judgment, decree or order shall have continued
      undischarged and unstayed for a period of sixty (60) calendar days; or

            (iii) the Company shall institute proceedings to be adjudicated a
      voluntary bankrupt, or shall consent to the filing of a bankruptcy
      proceeding against it, or shall file a petition or answer or consent
      seeking reorganization under the Bankruptcy Code or any other similar
      applicable Federal or State law, or shall consent to the filing of any
      such petition, or shall consent to the appointment of a receiver or
      liquidator or trustee or assignee in bankruptcy or insolvency of it or its
      property, or shall make an assignment for the benefit of creditors, or
      shall admit in writing


<PAGE>

                                      -7-


      its inability to pay its debt generally as they become due; or

            (iv) the Company shall fail to perform or observe any other term,
      covenant or agreement contained in this Note to be performed or observed
      by it, and any such failure shall continue and remain unremedied for at
      least thirty (30) calendar days after notice has been given in writing to
      the Company by the holder thereof; or

            (v) the Company or any subsidiary thereof shall default in the
      payment when due (subject to any applicable grace period), whether at
      stated maturity or otherwise, of any principal of or interest on
      (howsoever designated) any indebtedness for borrowed money of, or
      guaranteed by, the Company or any subsidiary thereof (except any such
      indebtedness of any subsidiary of the Company to the Company or to any
      other such subsidiary thereof) in the aggregate principal amount of at
      least $500,000, whether such indebtedness now exists or shall hereafter be
      created.

            Defeasance. If, at or prior to the maturity of this Note, the
Company shall deposit with the Issuing and Paying Agent, in trust for the
benefit of the holder hereof, either

            (a) cash sufficient to pay the principal of and interest, if any, on
      this Note as and when the same become due and payable, or

            (b) such amount of U.S. Government Securities as defined in the
      Issuing and Paying Agency Agreement) as will together with the income to
      accrue thereon without consideration of any reinvestment thereof be
      sufficient to pay the principal of and interest, if any, on this Note as
      and when the same become due and payable,

then in such case, the Company shall be deemed to have satisfied and discharged
this Note.

            Notices. All notices to the Company under this Note shall be in
writing and addressed to the Company at 10777 Barkley Avenue, Overland Park,
Kansas 66211-1162, Attention: Vice President and Treasurer or to such other
address of the


<PAGE>

                                       -8-


Company as the Company may notify to the registered holder of this Note.


<PAGE>

                                       -9-


      This Note shall be governed by the laws of the State of New York.

                                                     YELLOW CORPORATION

                                                     By______________________
                                                            [Name]
                                                            [Title]

Countersigned for authentication
only on ____________, 199_:

CITIBANK, N.A.
as ISSUING AND PAYING AGENT


By._________________________________

            This Note is not valid for any purpose unless manually countersigned
by Citibank, N.A., as Issuing and Paying Agent.



<PAGE>
                                                                     EXHIBIT 4.4

                               YELLOW CORPORATION
                                  10777 BARKLEY
                           OVERLAND PARK, KANSAS 66211

                                                                  April 26, 1993

Citibank, N.A.
120 Wall Street
New York, New York 10043
Attention: Corporate trust Department

                        Re: Issuance of Medium-Term Notes

Gentlemen:

            Yellow Corporation, a Delaware corporation (the "Company"), hereby
agrees with you as follows:

            SECTION 1. Appointment of Paying Agent.

            The Company proposes to issue and sell up to $ in aggregate
principal amount of notes due from nine months to thirty years from date of
issue (the "Notes"), and has appointed Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Placement Agent") as the Placement
Agent for such Notes. The Company hereby appoints Citibank, N.A. (the "Paying
Agent"), to act, on the terms and conditions specified herein, as issuing and
paying agent and registrar for the Notes.

            SECTION 2. Note Form; Signature.

            The Company will from time to time furnish the Paying Agent with an
adequate supply of registered Notes, without coupons, serially numbered, and
which will have the principal amount, date of issue, maturity date and rate of
interest left blank. Each will be signed (either manually or by mechanical
impression (facsimile signature) in the name and on behalf of the Company by
 any
two of the President, and any Vice President and the Treasurer of the Company,
or any one of the foregoing and any Assistant Treasurer of the Company acting
jointly (the "Requisite Officers"). The Notes will be substantially in the form
of Exhibit A hereto and shall have a maturity of not less


<PAGE>

                                       -2-


than nine months from date of issue and not more than thirty years from date of
issue, and shall be issued in the order of the serial numbers imprinted thereon
in denominations of $150,000 and any larger denominations in integral multiples
of $1,000. The Paying Agent will keep such blank Notes in safekeeping.

            SECTION 3. Requisite Officers.

            From time to time and at or prior to the date a request is made for
completion and delivery of Notes pursuant to Section 4(a) hereof, the Company
will furnish the Paying Agent with a certificate of the Company certifying the
incumbency and specimen signatures of Requisite Officers. Until the Paying
Agent receives a subsequent incumbency certificate, the Paying Agent shall be
entitled to rely on the information set forth in the incumbency certificate it
last received for purposes of determining the Requisite Officers. The Paying
Agent shall not have any responsibility to determine whether any signature on a
Note purporting to be that of a Requisite Officer is genuine, so long as such
signature resembles the specimen signature set forth in the original incumbency
certificate or in a subsequent certificate delivered to the Paying Agent. Any
Note bearing the signatures of two persons each of whom is a Requisite Officer
on the date he signs such Note shall be a binding obligation of the Company upon
the completion and countersignature thereof by the Paying Agent, notwithstanding
that such person shall have died or shall have ceased to hold his office or
shall have ceased to be a Requisite Officer on the date such Note is completed,
countersigned or delivered by the Paying Agent except as the Company has
notified the Paying Agent otherwise by delivery of a new incumbency certificate.

            SECTION 4. Completion, Authentication and Delivery of Notes.

            (a) From time to time, the Paying Agent shall receive instructions
regarding the completion and delivery of Notes. The Paying Agent may rely on
such instructions if they are received from any person or persons authorized in
writing by Requisite Officers from time to time to the Paying Agent and given by
telephone, telex, computer linkup or other electronic means pursuant to written
agreements between the Company and the Paying Agent. Oral instructions will
promptly be confirmed in written form pursuant to Section 19(a) hereof. Such
instructions shall include:


<PAGE>

                                       -3-


            (i) Number of Notes to be issued;

            (ii) Exact name of the person in whose name a Note is to be
      registered (the "Registered Holder");

            (iii) Exact address of the Registered Holder;

            (iv) Taxpayer identification number of the Registered Holder;

            (v) Principal amount of such Note;

            (vi) Interest rate to be borne by such Note;

            (vii) Date of maturity of such Note;

            (viii) Original issue date and settlement date of such Note; 

            (ix) Amount to be received in payment of such Note (the "Purchase
      Price");

            (x) Interest Payment Dates;

            (xi) Record Dates; and

            (xii) Redemption Provisions, if any.

            (b) Upon receipt of such instructions, the Paying Agent shall:

            (i) complete each Note as to its Registered Holder, principal
      amount, interest rate, date of maturity, interest payment dates, record
      dates, redemption provisions (if any) and original issue date in
      accordance with such instructions;

            (ii) cause each Note to be manually countersigned by any one of the
      officers or employees of the Paying Agent duly authorized for such purpose
      and whose name has been promptly furnished to the Company at its request
      pursuant to section 19(a) hereof;

            (iii) deliver each Note to the Placement Agent or its designee,
      which delivery shall be against receipt for


<PAGE>

                                      -4-


      payment on the settlement date as herein provided or as otherwise provided
      in such instructions; and

            (iv) retain one stub copy of each Note for its records and send to
      the Company the other stub copy of each such Note.

            (c) Instructions regarding the completion of a Note must be received
by the Paying Agent not later than 2:30 p.m., New York City time, on the
business day (which term shall mean, for the purposes of this Note, any day
which is not a Saturday, Sunday or a day in which banks or trust companies in
the City and State of New York are authorized or obligated by law, regulation or
executive order to remain closed) next preceding the date on which settlement
for the Note is to occur by telephone, facsimile transmission or other means
acceptable to the Paying Agent. Oral instructions will promptly be confirmed in
written form pursuant to Section 19(a) hereof.

            SECTION 5. Proceeds of Sale of the Notes.

            The Paying Agent will deliver Notes to the Placement Agent or its
designee only against payment of the Purchase price in immediately available
funds to the general banking account (No. [3849-1394]) maintained by the Company
with the Paying Agent for that purpose.

            SECTION 6. Payment of Interest.

            Unless otherwise specified in the Note, interest payments will
be made on April 15 and October 15 (the "Interest Payment Dates") and at
maturity. All such interest payments (other than interest due at maturity) will
be male to the Registered Holder in whose name the Note is registered at the
close of business on the March 31 or September 30 ("Record Dates") next 
preceding such Interest Payment Date, unless other Record Dates are specified in
the Note.  Notwithstanding the foregoing, if a Note is dated on or after the 
Record Date and prior to but excluding the Interest Payment Date to which such 
Record Date refers, the first payment of interest on such Note will be made on 
the second succeeding Interest Payment Date. Interest on the Notes will accrue 
from the most recent Interest Payment Date to which interest has been paid or 
duly provided for, or if no interest has been paid, from the original Issue Date
until the principal of the Note is paid or made available for payment. Interest
will be calculated on the basis of a 360-day year of twelve 30-day months. All
interest payments on


<PAGE>

                                      -5-


the Notes (other than interest due at maturity) will be made by check of the
Paying Agent mailed to the Registered Holders, as such Registered Holders appear
on the Record Date in the Note Register referred to in Section 10 hereof, or at
such other place in the United States as such Registered Holder shall designate
to the Paying Agent in writing, provided such designation is received at least
five business days prior to the Record Date.

            SECTION 7. Payment of Principal

            The Paying Agent will pay the principal amount of each Note at
maturity, together with accrued interest due at maturity, in immediately
available funds against presentation of the Note.

            SECTION 8. Information Regarding Amounts Due.

            Unless otherwise instructed by the Company, promptly following each
Record Date, the Paying Agent will furnish the Company with a list of interest
payments to be made on the following Interest Payment Dates for each Note and in
total. The Paying Agent will provide to the Company by the fifteenth day of each
month a list of the principal and interest to be paid on Notes maturing in the
next succeeding month.

            SECTION 9. Deposit of Funds.

            The Company shall, on each Interest Payment Date on which interest
is payable, pay to the Paying Agent an amount in immediately available funds
sufficient to pay all interest due on the Notes on such Interest Payment Date
and shall, on the maturity date of any Note, pay to the Paying Agent an amount
in immediately available funds sufficient to pay the principal of any such Note,
together with accrued interest due at maturity.

            SECTION 10. Registration; Transfer.

            (a) The Paying Agent shall maintain a register in which it shall
register the names, addresses and taxpayer identification numbers of the holders
of the Notes in accordance with information provided pursuant to Section 4
thereof and shall register the transfer of the Notes to the extent permitted by
clause (c) below.

            (b) The Company and the Paying Agent may deem and treat the
Registered Holder of any Note as the absolute owner


<PAGE>

                                      -6-


of such Note for the purposes of receiving, payment of the principal of and
interest on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and neither the Company nor the Paying Agent shall be affected
by notice to the contrary.

            (c) The Paying Agent shall not register the attempted transfer of
any Note unless it has received the written consent and confirmation of the
Company and the applicable Placement Agent to such transfer stating that such
transfer is subject to the transfer restrictions as set forth in the Note
(attached hereto as Exhibit A) and that such transfer is being made pursuant to
Rule 144A ("Rule l44A") of the Securities Act of 1933, as amended (the "1933
Act") to (i) a "qualified institutional buyer" (as defined in Rule l44A) under
Rule 144A or Regulation S of the 1933 Act or (ii) to an "accredited investor"
(as defined in Rule 501(a) of the 1933 Act). The Paying Agent shall register
such transfer in accordance with the conditions of such consent.

            (d) All Notes presented for presented registration of transfer shall
be duly endorsed or be accompanied by a written instrument of transfer and a
certification that such transfer is pursuant to Rule 144A in a form reasonably
satisfactory to the Company, duly executed by the Registered Holder or his duly
authorized (in writing) attorney.

            SECTION 11. Mutilated, Lost, Stolen or Destroyed Notes.

            In case any Note shall become mutilated or destroyed, lost or
stolen, the Company in its discretion may execute and upon its request the
Paying Agent shall authenticate and deliver, a new Note having a number not
contemporaneously outstanding, in exchange and substitution for the affiliated
Note or in lieu of and substitution for the Note destroyed, lost or stolen. In
every such case, the applicant for a substituted Note shall furnish to the
Company and to the Paying Agent such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and to the Paying Agent
evidence to their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof. The Paying Agent may authenticate any such
substituted Note and deliver the same upon the written request or authorization
of the Requisite Officers. Upon the issuance of any substituted


<PAGE>

                                      -7-


Note, the Company may require from the applicant the payment of a sum sufficient
to cover any expense connected therewith. In case any Note which has matured or
is about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Note, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated Note)
if the applicant for such payment shall furnish the Company and the Paying Agent
with such security or indemnity as may be required by them to save each of them
harmless, and, in the case of destruction, loss or theft, evidence to the
satisfaction of the Company of the destruction, loss or theft of such Note and
of the ownership thereof. All applications under this Section 11 shall be
processed by the Paying Agent.

            SECTION 12. Satisfaction and Discharge.

            The Company at any time may satisfy all of its obligations with
respect to the Notes by irrevocably depositing in trust with the Paying Agent
cash or U.S. Government Securities with maturity dates, interest rates or yields
and principal amounts sufficient to pay the principal of and interest on all
such Notes as and when the same become due and payable. In the event of any such
deposit, the Paying Agent agrees that it will hold such cash or U.S. Government
Securities so deposited, in trust for the benefit of the holders of Notes, as
trust funds for payment of the principal of and interest on the Notes to which
such deposit relates. For the purposes hereof, the term "U.S. Government
Securities" means direct obligations of the United States of America to pay
principal which obligations are not callable at the issuer's option, or direct
obligations of the United States of America to pay interest, in each case for
the payment of which the full faith and credit of the United States of America
is pledged.

            SECTION 13. Return of the Unclaimed Funds.

            Any cash or U.S. Government Securities deposited with the Paying
Agent and remaining unclaimed for two years after the date upon which the last
payment of principal of or interest on any Note to which such deposit relates
shall have become due and payable, shall be repaid to the Company by the Paying
Agent on demand, and the holder of any Note to which such deposit related
entitled to receive payment shall thereafter look only to the Company for the
payment thereof and all liability of the Paying Agent with respect to such cash
or U.S. Government Securities shall thereupon cease.


<PAGE>

                                      -8-


            SECTION 14. Resignation or Removal of Paying Agent.

            The Paying Agent may at any time resign as such Agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided, however, that
such date shall not be less than three months after receipt of such notice by
the Company. The Paying Agent may be removed at any time by the filing with it
of an instrument in writing signed on behalf of the Company and specifying such
removal and the date when it is intended to become effective. Such resignation
or removal shall take effect upon the date of the appointment by the Company of
a successor Paying Agent, and the acceptance of such appointment by such
successor Paying Agent.

            SECTION 15. Reliance on Instructions.

            The Paying Agent shall incur no liability in acting hereunder upon
instructions pursuant to Section 4 hereof and as otherwise contemplated hereby
which the Paying Agent believed in good faith and without gross negligence to
have been properly given.

            SECTION 16. Cancellation; Destruction of Cancelled and Unissued
Notes.

            All Notes surrendered for payment, registration of transfer or
exchange shall upon receipt be promptly cancelled by the Paying Agent. All
cancelled Notes shall be destroyed by the Paying Agent and the Paying Agent
shall forthwith deliver a certificate of such destruction to the Company. Upon
the written request of the Company, the Paying Agent shall promptly destroy all
unissued Notes in its possession and forthwith deliver a certificate of such
destruction to the Company.

            SECTION 17. Representation and Warranties of the Company.

            Each instruction given to the Paying Agent in accordance with
Section 4 hereof shall constitute a representation and warranty to the Paying
Agent by the Company that the issuance and delivery of the Notes have been duly
and validly authorized by the Company and when completed, countersigned and
delivered pursuant hereto, the Notes will constitute the valid and legally
binding obligations of the Company.


<PAGE>

                                      -9-

            SECTION 18. Fees.

            For its services under this Agreement, the Company agrees to pay the
compensation of the Paying Agent at such rates as shall be agreed upon between
the Company and the Paying Agent from time to time. The Company will reimburse
the Paying Agent upon request for all reasonable expenses, disbursements and
advances (including reasonable legal fees and expenses) incurred or made in
accordance with any of the provisions of this Agreement.

            SECTION 19. Notices.

            (a) All communications by or on behalf of the Company relating to
the completion, delivery or payment of the Notes are to be directed to Citibank,
N.A., Corporate Trust Services Department, MTN Unit, 111 Wall Street, 5th Floor,
New York, New York 10043 (or such other department or division as the Paying
Agent shall specify in writing to the Company). The Company will send all Notes
to be completed and delivered by the Paying Agent to such Corporate Trust
Services Department (or such other department or division as the Paying Agent
shall specify in writing to the Company) and send under separate cover a copy of
its letter transmitting such Notes to Citibank, NA. Corporate Trust Department,
120 Wall Street, 13th Floor, New York, New York 10043. At the request of the
Company, the Paying Agent will advise the Company from time to time of the names
of the officers and employees of the Paying Agent generally responsible for the
completion, delivery or payment of the Notes.

            (b) Notices and other communications hereunder shall (except to the
extent otherwise expressly provided) be in writing and shall be addressed as
follows, or to such other address as the party receiving such notice shall have
previously specified:

                            If to the Company:

                                        Yellow Corporation
                                        P.O. Box 7563
                                        10777 Barkley Avenue
                                        Overland Park, Kansas 66211-1162

                                        Attention: Vice President and Treasurer
                                        Telephone: (913) 345-1020
                                        Telecopy:  (913) 345-3433


<PAGE>

                                     -10-


                            If to the Paying Agent:

                                   Citibank, NA.
                                   120 Wall Street, 13th Floor
                                   New York, New York 10043

                                   Attention:   Corporate Trust Department
                                   Telephone:   (212) 412-6253
                                   Telecopiers: (212) 480-1613 
                                                (212) 480-1614

            SECTION 20. Information Furnished by the Paying Agent.

            Upon the reasonable request of the Company, given at any time and
from time to time, the Paying Agent shall promptly provide the Company with
information with respect to the Notes issued hereunder to the extent such
information is reasonably available.

            SECTION 21. Liability.

            Neither the Paying Agent nor its officers or employees shall be
liable for any act or omission hereunder except in the case of gross negligence
or willful misconduct. The duties and obligations of the Paying Agent, its
officers and employees shall be determined by the express provisions of this
Agreement and they shall not be liable except for the performance of such duties
and obligations as are specifically set forth herein and no implied covenants
shall be read into this Agreement against them. Neither the Paying Agent nor its
officers shall be required to ascertain whether any issuance or sale of Notes
(or any amendment or termination of this Agreement) is in compliance with any
other agreement to which the Company is a party (whether or not the Paying Agent
is also a party to such other agreement).

            SECTION 22. Indemnification.

            The Company agrees to indemnify and hold harmless the Paying Agent,
its officers and employees from and against all liabilities, losses and
reasonable expenses (including reasonable legal fees and expenses) relating to
or arising out of their actions or inactions in any capacity hereunder, except
liabilities, losses and expenses caused by the gross negligence or willful
misconduct of the Paying Agent, its officers or


<PAGE>

                                     -11-


employees. This indemnity shall survive termination of this Agreement.

            SECTION 23. Benefit of Agreement.

            This Agreement is solely for the benefit of the parties hereto and
their successors and assigns and no other person shall acquire or have any right
under or by virtue hereof.

            SECTION 24. Governing Law.

            This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.

            SECTION 25. Counterparts.

            This Agreement may be executed by the parties hereto in any number
of counterparts, and by each of the parties hereto in separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.

            Please indicate your acceptance hereof by signing and returning to
us a copy of this Agreement. Very truly yours,

                                           YELLOW CORPORATION

                                           By /s/ P. A. SPANGLER
                                             -----------------------------------
                                             Vice President and Treasurer

Accepted and agreed to
as of the date first
written above:

CITIBANK, N.A.

By________________________________
      Title:


<PAGE>
                                                                    EXHIBIT 10.1

                          EXECUTIVE SEVERANCE AGREEMENT

      AGREEMENT between Yellow Corporation, a Delaware corporation ("Yellow")
and [executive] (the "Executive"),

      WITNESSETH:

      WHEREAS, the Compensation Committee of the Board of Directors (the
"Board") of Yellow has recommended, and the Board has approved, Yellow entering
into severance agreements with key executives of Yellow and its Subsidiaries
(hereinafter sometimes collectively referred to as the "Corporation"; and

      WHEREAS, the Executive is a key executive of Yellow or one of its
subsidiaries and has been selected by the Board as a key executive; and

      WHEREAS, should Yellow receive any proposal from a third person concerning
a possible Business Combination with, or acquisition of equity securities of,
Yellow, the Board believes it important that the Corporation and the Board be
able to rely upon the Executive to continue in his position, and that Yellow
have the benefit of the Executive performing his duties without his being
distracted by the personal uncertainties and risks created by such a proposal;

      NOW, THEREFORE, the parties agree as follows:

      1.    Definitions.

      (a)   "Business Combination" means any transaction which is referred to in
            any one or more of clauses (a) through
 (e) of Section 1 of
            Subparagraph A of Article Seventh of the Certificate of
            Incorporation of Yellow Corporation.

      (b)   "Cause" means conviction of a felony involving moral turpitude by a
            court of competent jurisdiction, which is no longer subject to
            direct appeal, or an adjudication by a court of competent
            jurisdiction, which is no longer subject to direct appeal, that the
            Executive is mentally incompetent or that he is liable for willful
            misconduct in the performance of his duty to the Corporation which
            is demonstrably and materially injurious to the Corporation.

      (c)   "Change of Control," for the purposes of this Agreement, shall be
            deemed to have taken place if: (i) a third person, including a
            "group" as defined in Section 13(d)(3) of the Securities Exchange
            Act of 1934, purchases or otherwise acquires shares of the
            Corporation after the date hereof and as a result thereof becomes
            the beneficial owner of shares of the Corporation having 20% or more
            of the total number of votes that may be cast for election of
            directors of Yellow; or (ii) as the result of, or in connection with
            any cash tender or exchange offer, merger or other Business
            Combination, or contested election, or any combination of the
            foregoing transactions, the Continuing Directors shall cease to
            constitute a majority of the Board of Directors of Yellow or any
            successor to Yellow.

      (d)   "Continuing Director" means a director of Yellow who meets the
            definition of Continuing Director contained in Section 7 of
            Subparagraph C of Article Seventh of the Certificate of
            Incorporation of Yellow Corporation.

      (e)   "Corporation" means Yellow Corporation and its subsidiaries.


<PAGE>

      (f)   "Normal Retirement Age" means the last day of the calendar month in
            which the Executive's 65th birthday occurs.

      (g)   "Permanent Disability" means a physical or mental condition which
            permanently renders the Executive incapable of exercising the duties
            and responsibilities of the position he held immediately prior to
            any Change of Control.

      (h)   "Subsidiary" means any domestic or foreign corporation, a majority
            of whose shares normally entitled to vote in electing directors is
            owned directly or indirectly by Yellow or by other Subsidiaries.

      2.    Services During Certain Events. In the event a third person begins a
            tender or exchange offer, circulates a proxy to shareholders, or
            takes other steps seeking to effect a Change of Control (as herein
            defined), the Executive agrees that he will not voluntarily leave
            the employ of the Corporation without the consent of the
            Corporation, and will render the services contemplated in the
            recitals to this Agreement, until the third person has abandoned or
            terminated his or its efforts to effect a Change of Control or until
            90 days after a Change of Control has occurred. In the event the
            Executive fails to comply with the provisions of this paragraph, the
            Corporation will suffer damages which are difficult, if not
            impossible, to ascertain. Accordingly, should the Executive fail to
            comply with the provisions of this paragraph, the Corporation shall
            retain the amounts which would otherwise be payable to the Executive
            hereunder as fixed, agreed and liquidated damages but shall have no
            other recourse against the Executive.

      3.    Termination After Change of Control. "Termination" shall include
            (a) termination by the Corporation of the employment of the
            Executive with the Corporation within two years after a Change of
            Control for any reason other than death, Permanent Disability,
            retirement at or after his Normal Retirement Age, or Cause or (b)
            resignation of the Executive after the occurrence of any of the
            following events within two years after a Change of Control of
            Yellow:

      a)    An adverse change of the Executive's title or a reduction or adverse
            change in the nature or scope of the Executive's authority or duties
            from those being exercised and performed by the Executive
            immediately prior to the Change of Control.

      b)    A transfer of the Executive to a location which is more than 35
            miles away from the location where the Executive was employed
            immediately prior to the Change of Control.

      c)    Any reduction in the rate of the Executive's annual salary below his
            rate of annual salary immediately prior to the Change of Control.

      d)    Any reduction in the level of the Executive's fringe benefits or
            bonus below a level consistent with the Corporation's practice prior
            to the Change of Control.

      4.    Termination of Payments. In the event of a Termination, as defined
            in Paragraph 3, Yellow shall provide to the Executive the following
            benefits:

      a)    Yellow shall pay to the Executive on or before the Executive's last
            day of employment with the Corporation, as additional compensation
            for services


<PAGE>

            rendered to the Corporation, a lump sum cash amount (subject to the
            minimum applicable federal, state or local lump sum withholding
            requirements, if any, unless the Executive requests that a greater
            amount be withheld) equal to two times the highest base salary and
            bonuses paid or payable to the Executive by the Corporation with
            respect to any 12 consecutive month period during the three years
            ending with the date of the Executive's Termination. In the event
            there are fewer than 120 whole or partial months remaining from the
            date of the Executive's Termination to his Normal Retirement Age,
            the Executive shall be paid three times such highest base salary and
            bonuses.

      b)    During the "Applicable Period" (as hereinafter defined), following
            the Executive's Termination, the Executive shall be deemed to remain
            an employee of the Corporation for purposes of the applicable
            medical, life insurance and long-term disability plans and programs
            covering key executives of the Corporation and shall be entitled to
            receive the benefits available to key executives thereunder,
            provided, however, that in the event the Executive's participation
            in any such employee benefit plan or program is barred, the
            Corporation shall arrange to provide the Executive with
            substantially similar benefits. For purposes of this Agreement, the
            "Applicable Period" shall mean (i) if there are fewer than 120 whole
            or partial months remaining from the date of the Executive's
            Termination to his Normal Retirement Date, three years, or (ii) if
            subclause (i) above is not applicable, two years.

      c)    The Executive shall be entitled to the Gross-Up Payment, if any,
            described in Paragraph 6.

      5.    Stock-Out of Options. In the event of a Change of Control, the
            Executive shall receive in exchange for his non-qualified stock
            options and incentive stock options granted by the Corporation which
            are outstanding on the date of the Change of Control, common stock
            of Yellow (or, if Yellow or its successor becomes a subsidiary of
            another company, common stock of such other company) having a fair
            market value equal to the fair market value of such stock options on
            the effective date of the Change of Control (such value to be
            determined by an independent accounting firm retained by Yellow
            using a Black-Scholes based pricing formula without giving
            consideration to the lack of transferability and the risk of
            forfeiture). Such options shall thereupon terminate. For as long as
            this Agreement shall be in effect, the provisions of this Paragraph
            5 shall be deemed to have amended the terms of any and all existing
            option agreements between the Executive and the Corporation except
            any option agreements representing incentive stock options
            outstanding on the date of this Agreement.


<PAGE>

      6.    Additional Payments by Yellow.

      a)    Gross-Up Payment. In the event it shall be determined that any
            payment or benefit of any type by the Corporation to or for the
            benefit of the Executive, whether paid or payable or distributed or
            distributable pursuant to the terms of this Agreement or otherwise
            (determined without regard to any additional payments required under
            this Paragraph 6) (the "Total Payments") would be subject to the
            excise tax imposed by Section 4999 of the Internal Revenue Code of
            1986, as amended (the "Code") (or any similar tax that may hereafter
            be imposed) or any interest or penalties with respect to such excise
            tax (such excise tax, together with any such interest and penalties,
            are collectively referred to as the "Excise Tax"), then the
            Executive shall be entitled to receive an additional payment (a
            "Gross-Up Payment") in an amount such that after payment by the
            Executive of all taxes (including any interest or penalties imposed
            with respect to such taxes), including any Excise Tax, imposed upon
            the Gross-up Payment, the Executive retains an amount of the
            Gross-Up Payment equal to the Excise Tax imposed upon the Total
            Payments. Payment of the Gross-Up Payment shall be made promptly
            following the determination by the Accounting Firm as described in
            subparagraph (b) of this Paragraph 6 or in accordance with
            subparagraph (c) of this Paragraph 6.

      b)    Determination by Accountant. All determinations required to be made
            under this Paragraph 6, including whether a Gross-Up Payment is
            required and the amount of such Gross-Up Payment, shall be made by
            an independent accounting firm retained by Yellow (the "Accounting
            Firm"), which shall provide detailed supporting calculations both to
            Yellow and the Executive within 15 business days of the date of
            Termination, if applicable, or such earlier time as is requested by
            Yellow. If the Accounting Firm determines that no Excise Tax is
            payable by the Executive, it shall furnish the Executive with an
            opinion that he has substantial authority not to report any Excise
            Tax on his federal income tax return. Any determination by the
            Accounting Firm shall be binding upon Yellow and the Executive. As a
            result of the uncertainty in the application of Section 4999 of the
            Code at the time of the initial determination by the Accounting Firm
            hereunder, it is possible that Gross-Up Payments which will not have
            been made by Yellow should have been made ("Underpayment")
            consistent with the calculations required to be made hereunder. In
            the event that Yellow exhausts its remedies pursuant to subparagraph
            (c) of this Paragraph 6 and the Executive thereafter is required to
            make a payment of any Excise Tax, the Accounting Firm shall
            determine the amount of the Underpayment that has occurred and any
            such Underpayment shall be promptly paid by Yellow to or for the
            benefit of the Executive. Yellow shall promptly pay all expenses of
            the Accounting Firm pursuant to this Paragraph 6.

      c)    Notification Required. The Executive shall notify Yellow in writing
            of any claim by the Internal Revenue Service that, if successful,
            would require the payment by Yellow of the Gross-Up Payment, Such
            notification shall be given as soon as practicable but no later than
            ten business days after the Executive knows of such claim and shall
            apprise Yellow of the nature of such claim and the date on which
            such claim is requested to be paid. The Executive shall not pay
            such claim prior to the expiration of the thirty-day period
            following the date on which it gives such notice to Yellow (or such
            shorter period ending on the date that any payment of taxes with
            respect to such claim is due). If Yellow notifies the


<PAGE>

            Executive in writing prior to the expiration of such period that it
            desires to contest such claim, the Executive shall:

                  (i)   give Yellow any information reasonably requested by
                        Yellow relating to such claim,

                  (ii)  take such action in connection with contesting such
                        claim as Yellow shall reasonably request in writing from
                        time to time, including, without limitation, accepting
                        legal representation with respect to such claim by an
                        attorney reasonably selected by Yellow,

                  (iii) cooperate with Yellow in good faith in order to
                        effectively contest such claim,

                  (iv)  permit Yellow to participate in any proceedings relating
                        to such claim, provided, however, that Yellow shall bear
                        and pay directly all costs and expenses (including
                        additional interest and penalties) incurred in
                        connection with such contest and shall indemnify and
                        hold the Executive harmless, on an after-tax basis, for
                        any Excise Tax or income tax, including interest and
                        penalties with respect thereto, imposed as a result of
                        such representation and payment of costs and expenses.
                        Without limitation on the foregoing provisions of this
                        subparagraph (c), Yellow shall control all proceedings
                        taken in connection with such contest and, at its sole
                        option, may pursue or forego any and all administrative
                        appeals, proceedings, hearings and conferences with the
                        taxing authority in respect of such claim and may, at
                        its sole option, either direct the Executive to pay the
                        tax claimed and sue for a refund, or contest the claim
                        in any permissible manner, and the Executive agrees to
                        prosecute such contest to a determination before any
                        administrative tribunal, in a court of initial
                        jurisdiction and in one or more appellate courts, as
                        Yellow shall determine; provided, however, that if
                        Yellow directs the Executive to pay such claim and sue
                        for a refund, Yellow shall advance the amount of such
                        payment to the Executive, on an interest-free basis and
                        shall indemnify and hold the Executive harmless, on an
                        after-tax basis, from any Excise Tax or income tax,
                        including interest or penalties with respect thereto,
                        imposed with respect to such advance or with respect to
                        any imputed income with respect to such advance; and
                        further provided that any extension of the statute of
                        limitations relating to payment of taxes for the taxable
                        year of the Executive with respect to which such
                        contested amount is claimed to be due is limited
                        solely to such contested amount. Furthermore, Yellow's
                        control of the contest shall be limited to issues with
                        respect to which a Gross-Up Payment would be payable
                        hereunder and the Executive shall be entitled to settle
                        or contest, as the case may be, any other issue raised
                        by the Internal Revenue Service or any other taxing
                        authority.

      d)    Repayment. If, after the receipt by the Executive of an amount paid
            or advanced by Yellow pursuant to this Paragraph 6, the Executive
            becomes


<PAGE>

            entitled to receive any refund with respect to such claim, the
            Executive shall (subject to Yellow's complying with the requirements
            of this Paragraph 6), promptly pay to Yellow the amount of such
            refund (together with any interest paid or credited thereon after
            taxes applicable thereto). If, after the receipt by the Executive of
            an amount paid or advanced by Yellow pursuant to this Paragraph 6, a
            determination is made that the Executive shall not be entitled to
            any refund with respect to such claim and Yellow does not notify the
            Executive in writing of its intent to contest such denial of refund
            prior to the expiration of thirty days after such determination,
            then such payment or advance shall be forgiven and shall not be
            required to be repaid and the amount of such payment or advance
            shall offset, to the extent thereof, the amount of Gross-Up Payment
            required to be paid.

      7.    General.

      a)    Arbitration. Any dispute between the parties hereto arising out of,
            in connection with, or relating to this Agreement or the breach
            thereof shall be settled by arbitration in Overland Park, Kansas, in
            accordance with the rules then in effect of the American Arbitration
            Association ("AAA"). Arbitration shall be the exclusive remedy for
            any such dispute except only as to failure to abide by an
            arbitration award rendered hereunder. Regardless of whether or not
            both parties hereto participate in the arbitration proceeding, any
            arbitration award rendered hereunder shall be final and binding on
            each party hereto and judgment upon the award rendered may be
            entered in any court having jurisdiction thereof.

            The party seeking arbitration shall notify the other party in
            writing and request the AAA to submit a list of 5 or 7 potential
            arbitrators. In the event the parties do not agree upon an
            arbitrator, each party shall, in turn, strike an arbitrator from the
            list, the Corporation having the first strike, until only one
            arbitrator remains, who shall arbitrate the dispute. The arbitration
            hearing shall be conducted within 30 days of the selection of an
            arbitrator or at the earliest date thereafter that the arbitrator is
            available.

      b)    Indemnification. If arbitration occurs as provided for herein and
            the Executive is awarded more than the Corporation has asserted is
            due him or otherwise substantially prevails therein, the Corporation
            shall reimburse the Executive for his reasonable attorneys' fees,
            costs and disbursements incurred in such arbitration and hereby
            agrees to pay interest on any money award obtained by the Executive
            from the date payment should have been made until the date payment
            is made, calculated at the prime interest rate of NationsBank, N.A.,
            Kansas City, Missouri, in effect from time to time from the date
            that payment(s) to him should have been made under this Agreement.
            If the Executive enforces the arbitration award in court, the
            Corporation shall reimburse the Executive for his reasonable
            attorneys' fees, costs and disbursements incurred in such
            enforcement.

      c)    Payment Obligations Absolute. Yellow's obligation to pay the
            Executive the compensation and to make the arrangements provided
            herein shall be absolute and unconditional and shall not be affected
            by any circumstance, including, without limitation, any setoff,
            counterclaim, recoupment, defense or other right which the
            Corporation may have against him or anyone else, except as provided
            in paragraph 2 hereof. All amounts payable by Yellow hereunder
            shall be paid



<PAGE>

            without notice or demand. Each and every payment made hereunder by
            Yellow shall be final and Yellow will not seek to recover all or any
            part of such payment from the Executive or from whosoever may be
            entitled thereto, for any reason whatsoever. The Executive shall not
            be obligated to seek other employment in mitigation of the amounts
            payable or arrangements made under any provision of this Agreement,
            and the obtaining of any such other employment shall in no event
            affect any reduction of Yellow's obligations to make the payments
            required to be made under this Agreement.

      d)    Continuing Obligations. The Executive shall retain in confidence any
            confidential information known to him concerning the Corporation and
            its respective businesses until such information is publicly
            disclosed.

      e)    Successors. This Agreement shall be binding upon and insure to the
            benefit of the Executive and his estate and the Corporation and any
            successor of the Corporation, but neither this Agreement nor any
            rights arising hereunder may be assigned or pledged by the
            Executive.

      f)    Severability. Any provision in this Agreement which is prohibited or
            unenforceable in any jurisdiction shall, as to such jurisdiction, be
            ineffective only to the extent of such prohibition or
            unenforceability without invalidating or affecting the remaining
            provisions hereof, and any such prohibition or unenforceability in
            any jurisdiction shall not invalidate or render unenforceable such
            provision in any other jurisdiction.

      g)    Controlling Law. This Agreement shall in all respects be governed by
            and construed in accordance with the laws of the State of Delaware.

      h)    Termination. This Agreement shall terminate if a majority of the
            Continuing Directors determines that the Executive is no longer a
            key executive and so notifies the Executive; except that such
            determination shall not be made, and if made shall have no effect,
            (i) within two years after the Change of Control in question or (ii)
            during any period of time when Yellow has knowledge that any third
            person has taken steps reasonably calculated to effect a Change of
            Control until, in the opinion of a majority of the Continuing
            Directors the third person has abandoned or terminated his efforts
            to effect a Change of Control. Any decision by a majority of the
            Continuing Directors that the third person has abandoned or
            terminated his efforts to effect a Change of Control shall be
            conclusive and binding on the Executive.


<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement on
the________ day of __________, _______.

EXECUTIVE:                                              YELLOW CORPORATION


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


                                                        ATTEST:


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


<PAGE>

                                                                  Exhibit 10.6

                  YELLOW CORPORATION - 1996 STOCK OPTION PLAN

1.   Purpose

     The Yellow Corporation 1996 Stock Option Plan is designed to enable
qualified executive, managerial, supervisory and professional personnel of
Yellow Corporation and its Subsidiaries to acquire or increase their ownership
of common stock of the Company on reasonable terms.  The opportunity so
provided is intended to foster in participants a strong incentive to put forth
maximum effort for the continued success and growth of the Company and its
subsidiaries, to aid in retaining individuals who put forth such efforts, and
to assist in attracting the best available individuals in the future.

2.   Definitions

     When used herein, the following terms shall have the meaning set forth
below:

     2.1 "Award" shall mean an Option, an SAR or a Restricted Stock Award.

     2.2 "Board" means the Board of Directors of Yellow Corporation.

     2.3 "Committee" means the members of the Board's Compensation Committee
who are non-employees and "disinterested persons" as defined in Rule
16b-3(c)(2)(i) of the Securities and Exchange Commission as it exists on the
effective date of the Plan or a subsequently amended or interpreted.

     2.4 "Company" means Yellow Corporation.

     2.5 "IRC '86"
 means the Internal Revenue Code of 1986, as in effect as of
the effective date of the Plan or as thereafter amended, and applicable
regulations.

     2.6 "Fair Market Value" means with respect to the Company's Shares the
closing price of the Shares as reported by NASDAQ or if the closing price is
not reported, the bid price of the Shares as reported by NASDAQ on the last day
prior to the date on which the value is to be determined on which transactions
in Shares were so reported.

     2.7 "Grantee" means a person to whom an Award is made.

     2.8 "Non-Qualified Stock Option" or "NQSO" means an Option awarded under
the Plan which by its terms and conditions is not, and is not intended to be,
an "Incentive Stock Option" as defined by IRC '86.

     2.9 "Option" means the right to purchase, at a price, for a term, under
conditions, and for cash or other considerations fixed by the Committee in
accordance with the Plan, and subject to such other limitations and
restrictions as the Plan and the Committee impose, a number of shares specified
by the Committee.

     2.10 "Plan" means the Company's 1996 Stock Option Plan.


<PAGE>

     2.11 "Restricted Stock Award" means the grant of a right to receive, at a
time or times fixed by the Committee in accordance with the Plan, and subject 
to such other limitations and restrictions as the Plan and the Committee 
impose, the number of Shares specified by the Committee.

     2.12 "SAR" means a right to surrender to the Company all or a portion of
an Option to be paid therefore an amount, as determined by the Committee, no
greater than the excess, if any, of (i) the Fair Market Value, on the date such
right is exercised, of the Shares to which the Option or portion thereof
relates, over (ii) the aggregate option price of those Shares.

     2.13 "Shares" means shares of the Company's common stock or, if by reason
of the adjustment provisions hereof any rights under an Award under the Plan.

     2.14 "Subsidiary" means any business, whether or not incorporated, in
which the Company, at the time an Award is granted to an employee thereof, or
in other cases, at the time of reference, owns directly or indirectly not less
than 50% of the equity interest.

     2.15 "Successor" means the legal representative of the estate of a
deceased Grantee or the person or persons who shall acquire the right to
exercise an Option or an SAR, or to receive Shares issuable in satisfaction of
a Restricted Stock Award, by bequest or inheritance or by reason of the death
of the Grantee, as provided in accordance with Section 10 hereof.

     2.16 "Term" means the period during which a particular Option or SAR may
be exercised or the period during which the restrictions placed on a Restricted
Stock Award are in effect.

     2.17 "QDRO" means a qualified domestic relations order as defined by IRC
'86 or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.

3. Administration of the Plan

     3.1 The Plan shall be administered by the Committee.

     3.2 The Committee shall have plenary authority, subject to the provisions
of the Plan, to determine when and to whom Awards shall be granted, the Term of
each Award, the number of Shares covered by it, the participation by Grantee in
other plans, and any other terms or conditions of each such Award.  The
Committee may grant such additional benefits in connection with any Award as it
deems appropriate.  The number of Shares, the Term, the other terms and
conditions of a particular kind of Award and any additional benefits granted in
connection with any Award need not be the same, even as to Awards made at the
same time.  The Committee's actions in making Awards and fixing their size,
Term and other terms and conditions and in granting any additional benefits in
connection with any Award shall be conclusive on all persons.




<PAGE>

     3.3 The Committee shall have the sole responsibility for construing and
interpreting the Plan, for establishing and amending such rules and regulations
as it deems necessary or desirable for the proper administration of the Plan,
and for resolving all questions arising under the Plan.  Any decision or action
taken by the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan and of its rules and
regulations shall, to the extent permitted by law, be within its absolute
discretion, except as otherwise specifically provided herein, and shall be
conclusive and binding upon all Grantees, all Successors, and any other
persons, whether that person is claiming under or through any Grantee or
otherwise.

     3.4 The Committee shall regularly inform the Board as to its actions with
respect to all Awards under the Plan and the Terms and conditions of such
Awards in a manner, at such times, and in such form as the Board may reasonably
request.

4.   Eligibility

     Awards may be made under the Plan only to employees of the Company or a
Subsidiary who have executive, managerial, supervisory or professional
responsibilities.  Officers shall be employees for this purpose, whether or not
they are also Directors, but a Director who is not such an employee shall not
be eligible to receive an Award.  Awards may be made to eligible employees
whether or not they have received prior Awards, under the Plan or under any
previously adopted plan, and whether or not they are participants in other
benefit plans of the Company.  In making a determination concerning the
granting of Awards to eligible employees, the Committee may take into account
the nature of the services they have rendered or that the Committee expects
they will render, their present and potential contributions to the success of
the business, the number of years of effective service they are expected to
have and such other factors as the Committee in its sole discretion shall deem
relevant.

5.   Shares Subject to Plan

     1,500,000 Shares are hereby reserved for issuance in connection with
Awards under the Plan.  The Shares so issued may be unreserved Shares held in
the treasury however acquired or Shares which are authorized but unissued.  Any
Shares subject to issuance upon exercise of Options or upon the lapsing of
restrictions imposed in connection with the making of Restricted Stock Award
prior to issuance of the Shares shall once again be available for issuance in
satisfaction of Awards only to the extent that cash is issued in satisfaction
of the exercise of such Shares.

6.   Granting of Options

     6.1 Subject to the terms of the Plan, the Committee may from time to time
grant Options to eligible employees.

     6.2 The purchase price of each Share subject to Option shall be fixed by
the Committee, but shall not be less than 100% of the Fair Market Value of the
Share on the date the Option is approved by the Board.

     6.3 Each Option shall expire and all right to purchase Shares thereunder
shall cease on the date fixed by the Committee, which subject to the terms of
the Plan, shall not be later than the tenth anniversary of the grant date of
the Option.


<PAGE>
     6.4 Each Option shall become exercisable at the time, and for the number
of Shares, fixed by the Committee.  Except to the extent otherwise provided in
or pursuant to Sections 10 and 11, no Option shall become exercisable as to any
Shares prior to the first anniversary of the date on which the Option was
granted.

7.   Stock Appreciation Rights

     7.1 The Committee may, in its discretion, grant an SAR to the holder of an
Option, either at the time the Option is granted or by amending the instrument
evidencing the grant of the Option at any time after the Option is granted and
more than six months before the end of the Term of the Options, so long as the
grant is made during the period in which grants of SARs may be made under the
Plan.

     7.2 Each SAR shall be for such Term, and shall be subject to such other
terms and conditions, as the Committee shall impose.  The terms and conditions
may include Committee approval of the exercise of the SAR, limitations on the
time within which and the extent to which such SAR shall be exercisable,
limitations on the amount of appreciation which may be recognized with regard
to such SAR, and specification of what portion, if any, of the amount payable
to the Grantee upon his exercise of an SAR shall be paid in cash and what
portion, if any, shall be payable in Shares.  If and to the extent that Shares
are issued in satisfaction of amounts payable on exercise of an SAR, the Shares
shall be valued at their Fair Market Value on the date of exercise.

     7.3 Except to the extent otherwise provided in or pursuant to Sections 10
and 11, no SAR shall be exercisable during the first six months after its date
of grant.

     7.4 Upon exercise of an SAR the Option, or portion thereof, with respect
to which such right is exercised shall be surrendered and shall not thereafter
be exercisable.

8.   Restricted Stock Awards

     8.1 Subject to the terms of the Plan, the Committee may also grant
eligible employees Restricted Stock Awards.

     8.2 The terms and conditions of any such Award, including restrictions on
transfer or on the ability of the Grantee to make elections with respect to the
taxation of the Award without the consent of the Committee, shall be determined
by the Committee. Except as provided in or pursuant to Sections 10 and 11, no
such restrictions shall lapse earlier than the first, or later than the tenth,
anniversary of the date of the Awards.

     8.3 The Committee may establish terms and conditions under which the
Grantee of a Restricted Stock Award shall be entitled to receive a credit
equivalent to any dividend payable with respect to the number of Shares which, 
as of the record date for such dividend, had been awarded but not delivered to 
him.  Any such dividend equivalent shall be paid to the Grantee of the 
Restricted Stock Award at such time or times during the period when the Shares 
are being held by the Company pursuant to the terms of the Restricted Stock 
Award, or at the time the Shares to which the dividend equivalents apply are 
delivered to the Grantee, as the



<PAGE>
committee shall determine.  Any arrangement for the payment of dividend
equivalents shall be terminated if, under the terms and conditions established
by the Committee, the right to receive Shares being held pursuant to the terms
of the Restricted Stock Award shall lapse.

     8.4 The Committee, as defined by the Plan, may adopt and apply rules to
ensure compliance with tax withholding requirements, including, but not limited
to, the retention of a sufficient number of restricted shares upon which
restrictions have lapsed to pay such tax.

9.   Non-Transferability of Rights

     No rights under any Award shall be transferable otherwise than by will or
the laws of descent and distribution or pursuant to a QDRO, and the rights, and
except to the extent otherwise provided in Section 13, the benefits, of any
such Award may be exercised and received, respectively, during the lifetime of
the Grantee only by him or by his guardian or legal representative or by an
"alternate payee" pursuant to a QDRO.

10.  Death or Termination of Employment

     10.1 Subject to the provisions of the Plan, the Committee may make such
provisions concerning exercise or lapse of Options or SARs on death or
termination of employment as it shall in its discretion determine.  No such
provision shall extend the Term of an Option or SAR, nor shall any such
provision permit an Option or SAR to be exercised prior to six months after the
date on which it was granted, except in the event of death or termination by
reason of disability.

     10.2 The effect of death or termination of employment on Shares issued or
issuable pursuant to any Restricted Stock Awards shall be as stated in the
Award.

     10.3 Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment for
purposes of any Award.  The Committee may specify in the terms and conditions
of an Award whether any authorized leave of absence or absence for military or
government service or for any other reason shall constitute a termination of
employment for purposes of the Award and the Plan.

11. Provisions Relating to Termination of the Company's Separate Existence

     The Committee may provide that in the event that the Company is to be
wholly or partly liquidated, or agrees to participate in a merger,
consolidation or reorganization in which it, or an entity controlled by it, is
not the surviving entity, any or all Options and SARs granted under the Plan
shall be immediately exercisable in full and any or all Restricted Stock Awards
made under the Plan shall be immediately payable in full.


<PAGE>


12.  Writings Evidencing Awards

     Each Award granted under the Plan shall be evidenced by a writing which
may, but need not, be in the form of an agreement to be signed by the Grantee.
The writing shall set forth the nature and size of the Award, its Term, the
other terms and conditions thereof, other than those set forth in the Plan, and
such other information as the Committee directs.  Acceptance of any benefits of
an Award by the Grantee shall be conclusively presumed to be an assent to the
terms and conditions set forth therein, whether or not the writing is in the
form of an agreement to be signed by the Grantee.

13.  Exercise of Rights Under Awards

     13.1 A person entitled to exercise an Option or SAR may do so by delivery
of a written notice to that effect specifying the number of Shares with respect
to which the Option or SAR is being exercised and any other information the
Committee may prescribe.

     13.2 The notice shall be accompanied by payment in full for the purchase
price any Shares to be purchased with such payment being made in cash; shares
of the Company's common stock having a Fair Market Value equivalent to the
purchase price of such Shares; a combination thereof; or cashless exercise
pursuant to the Cashless Exercise Program offered by the Company.  No Shares
shall be issued upon exercise of an Option until full payment has been made
therefor.

     13.3 The notice of exercise of an SAR shall be accompanied by the
Grantee's copy of the writing or writings evidencing the grant of the SAR and
the related Option.  No SARs, except those which entitle the Grantee to receive
only Shares, shall be exercised during the period after it becomes exercisable
except in accordance with the rules of the Securities and Exchange Commission.

     13.4 Upon exercise of an Option or SAR, or after grant of a Restricted
Stock Award but before a distribution of Shares in satisfaction thereof, the
Grantee may request in writing that the Shares to be issued in satisfaction of
the Award be issued in the name of the Grantee and another person as joint
tenants with right of survivorship or as tenants in common.

     13.5 All notices or requests provided for herein shall be delivered to the
Secretary of the Company.

14. Effective Date of the Plan and Duration

     14.1 The Plan shall become effective on July 18, 1996, subject to approval
on that date, at a meeting of the Company's Board of Directors.

     14.2 No Awards may be granted under the Plan on or after July 18, 2006
although the terms of any Award may be amended at any time prior to the end of
its Term in accordance with the Plan.

15. Date of Award

     The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with its determination.


<PAGE>

16.  Shareholder Status

     No person shall have any rights as a shareholder by virtue of the grant of
an Award under the Plan except with respect to Shares actually issued to that
person.

17.  Postponement of Exercise

     The Committee may postpone any exercise of an Option or SAR or the
distribution of any portion of a Restricted Stock Award for such time as the
Committee in its discretion may deem necessary in order to permit the Company
(i) to effect or maintain registration of the Plan or the Shares issuable upon
the exercise of an Option or an SAR or distributable in satisfaction of a
Restricted Stock Award under the Securities Act of 1933, as amended, or the
securities laws of any applicable jurisdiction, (ii) to permit any action to be
taken in order to comply with restrictions or regulations incident to the
maintenance of a public market for its Shares, or (iii) to determine that such
Shares and the Plan are exempt from such registration or that no action of the
kind referred to in (ii) above needs to be taken; and the Company shall not be
obligated by virtue of any terms and conditions of any Award or any provision
of the Plan to recognize the exercise of an Option or an SAR to sell or issue
shares in violation of the Securities Act of 1933 or the law of any government
having jurisdiction thereof.  Any such postponement shall not extend the Term
of an Option or SAR or shorten the Term of any restriction attached to any
Restricted Stock Award.  Neither the Company nor its directors or officers
shall have any obligation or liability to the Grantee of an Award, to the
Grantee's Successor or to any other person with respect to any Shares as to
which the Option or SAR shall lapse because of such postponement or as to which
issuance under a Restricted Stock Award was delayed.

18.  Termination, Suspension or Modification of Plan

     The Board may at any time terminate, suspend or modify the Plan.  However,
no termination, suspension or modification of the Plan shall adversely affect 
any right acquired by any Grantee or any Successor under an Award granted
before the date of such termination, suspension or modification, unless such
Grantee or Successor shall consent; but it shall be conclusively presumed that
any adjustment for changes in capitalization as provided for herein does not
adversely affect any such right.  Any member of the Board who is an officer or
employee of the Company or a Subsidiary shall be without vote on any proposed
amendment to the Plan, or on any other matter which might affect that member's
individual interest under the Plan.

19. Adjustment for Changes in Capitalization

     Any increase in the number of outstanding Shares of the Company occurring
through stock splits or stock dividends after the adoption of the Plan shall be
reflected proportionately in an increase in the aggregate number of Shares then
available for the grant of Awards under the Plan, or becoming available through
the termination, surrender or lapse of Awards previously granted but
unexercised, and in the number of Shares subject to Awards then outstanding;
and a proportionate reduction shall be made in the per share option price as to
any outstanding


<PAGE>
Options.  Any fractional shares resulting from such adjustment shall be
eliminated.  If changes in capitalization other than those considered above
shall occur, the Board shall make such adjustment in the number or class of
shares, remaining subject to Awards then outstanding and in the per share
option price as the Board in its discretion may consider appropriate, and all
such adjustments shall be conclusive upon all persons.

20.  Delivery of Shares in Lieu of Cash Incentive Awards

     20.1 Any employee otherwise eligible for an Award under the Plan who is
eligible to receive a cash incentive payment from the Company under any
management incentive plan may make application to the Committee in such manner
as may be prescribed from time to time by the Committee, to receive Shares from
the Plan in lieu of all or any portion of such cash payment.

     20.2 The Committee may in its discretion honor such application by
delivering Shares from the Plan to such employee equal in Fair Market Value to
that portion of the cash payment otherwise payable to the employee under such
incentive plan for which a Share delivery is to be made in lieu of cash
payment.

     20.3 Any Shares delivered to employees under the plan in lieu of cash
incentive payments shall come from the aggregate number of Shares authorized
for use by the Plan and shall not be available for any other Awards under the
Plan.

     20.4 Such applications and such delivery of Shares shall not be permitted
on or after July 18, 2006.

21.  Loans

     21.1 The Company may make loans to Grantees for the sole purpose of
exercising Option Awards under the Plan and meeting the Federal tax
consequences of such exercise.  Such loans shall be subject to the terms and
conditions established by the Committee from time to time which shall in all
cases include those specific items contained in this Section 21 as well as such
other items as may be established by the Committee.

     21.2 No loan shall exceed the exercise price of the option to be exercised
plus the amount of Federal income taxes reasonably estimated to be due at the
exercise of the option or within the next following seven month period.

     21.3 No loan shall have a term exceeding five years subject to renewal at
the discretion of the Committee and notwithstanding any other terms of the loan
shall be fully due and payable on the loan recipient's termination of
employment.  In the case of termination due to disability, the Committee at its
discretion, may extend the terms of the loan beyond termination.

     21.4 Interest shall be charged on the loan with a rate established by the
Committee but in no case less than an amount equal to any dividends payable
during the term of the loan on the Shares being purchased by the Grantee at the
exercise of the Option.  Such minimum interest rate shall be determined by
dividing the dividends paid on such Shares during the preceding twelve months
by the Option price for such Shares.


<PAGE>

     21.5 If such a loan is made to a Grantee, the Company shall not deliver a
certificate or any shares purchased with the loan proceeds, until such time as
the loan is repaid.

22.  No-Uniform Determination

     The Committee's determination under the Plan including, without
limitation, determination of the persons to receive Awards, the form, amount
and type of Awards (e.g. NQSOs, Restricted Stock Awards), the terms and
provisions of Awards and the written material evidencing such Awards, the grant
of additional benefits in connection with any Award, and the granting or
rejecting of loans or applications for delivery of stock in lieu of cash bonus
or incentive payments need not be uniform and may be made selectively among
otherwise eligible employees, whether or not such employees are similarly
situated.

23.  Taxes

     The Company shall be entitled if necessary or desirable to pay or withhold
the amount of any tax attributable to any amounts payable under any Awards
after giving the person entitled to receive such amount notice as far in
advance as practicable, and the Company may defer making payment of any Award
if any such tax, charge or assessment may be pending until indemnification to
its satisfaction.

24.  Tenure

     An employee's right, if any, to continue in the employ of the Company or a
Subsidiary shall not be affected by the fact that he is a participant under
this Plan.  At the sole discretion of the Committee, an employee terminated for
cause may be required to forfeit all of his rights under the Plan, except as to
Options or SARs already exercised and Restricted Stock Awards on which
restrictions have already lapsed.

25.  Application of Proceeds

     The proceeds received by the Company from the sale of its Shares under the
Plan shall be used for general corporate purposes.

26.  Other Actions

     Nothing in the Plan shall be construed to limit the authority of the
Company to exercise its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant options for
proper corporate purposes otherwise than under the Plan to any employee or any
other person, firm, corporation, association or other entity, or to grant
options to, or assume options of, any person in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of all or
any part of the business and assets of any person, firm, corporation,
association or other entity.



<PAGE>
                                                                    EXHIBIT 10.7

                    YELLOW FREIGHT SYSTEM, INC. OF DELAWARE
                             1992 STOCK OPTION PLAN


1.   PURPOSE

     The Yellow Freight System, Inc. of Delaware 1992 Stock Option Plan is 
designed to enable qualified executive, managerial, supervisory and 
professional personnel of Yellow Freight System, Inc. of Delaware and its 
Subsidiaries to acquire or increase their ownership of common stock of the 
Company on reasonable terms. The opportunity so provided is intended to foster 
in participants a strong incentive to put forth maximum effort for the 
continued success and growth of the Company and its Subsidiaries, to aid in 
retaining individuals who put forth such efforts, and to assist in attracting 
the best available individuals in the future.

2.   DEFINITIONS

     When used herein, the following terms shall have the meaning set forth 
below:

     2.1  "Award" shall mean an Option, an SAR or a Restricted Stock Award.

     2.2  "Board" means the Board of Directors of Yellow Freight System, Inc. 
of Delaware.

     2.3  "Committee" means the members of the Board's Compensation Committee 
who are "DISINTERESTED PERSONS" AS DEFINED IN RULE 16b-3(c)(2)(i) OF THE 
SECURITIES AND EXCHANGE COMMISSION AS IT EXISTS ON THE EFFECTIVE DATE OF THE 
PLAN OR AS SUBSEQUENTLY AMENDED OR INTERPRETED.


     2.4  "Company" means Yellow Freight System, Inc. of Delaware.

     2.5  "IRC '86" means the INTERNAL REVENUE CODE OF 1986, as in effect as of 
the effective date of the Plan or as thereafter amended, and applicable 
regulations.

     2.6  "Fair Market Value" means with respect to the Company's Shares the 
closing price of the Shares as reported by NASDAQ or if the closing price is 
not reported, the bid price of the Shares as reported by NASDAQ on the last 
day prior to the date on which the value is to be determined on which 
transactions in Shares were reported.

     2.7  "Grantee" means a person to whom an Award is made.

     2.8  "Incentive Stock Option" or "ISO" means an Option awarded under the 
Plan which meets the terms and conditions established by IRC '86 and applicable 
regulations for such an Option.

     2.9  "Non-Qualified Stock Option" or "NQSO" means an Option awarded under 
the Plan which by its terms and conditions is not, and is not intended to be, 
an ISO.

     2.10 "Option" means the right to purchase, at a price, for a term, under 
conditions, and for cash or other considerations fixed by the Committee in 
accordance with the Plan, and subject to such other limitations and 
restrictions as the Plan and the Committee impose, a number of Shares specified 
by the Committee. An Option can be either an ISO or an NQSO or a combination 
thereof.

     2.11 "Plan" means the Company's 1992 Stock Option Plan.


<PAGE>
     2.12 "Restricted Stock Award" means the grant of a right to receive, at a 
time or times fixed by the Committee in accordance with the Plan, and subject 
to such other limitations and restrictions as the Plan and the Committee 
impose, the number of Shares specified by the Committee.

     2.13 "Right of First Refusal" means the right of the Company to be given 
the opportunity to repurchase shares awarded under the Plan at their then Fair 
Market Value prior to such shares being offered for sale to any other party. 
This right shall apply to any shares awarded under the Plan under terms and 
conditions established by the Committee at the time of Award, and shall apply 
to all Grantees or their guardians, legal representatives, joint tenants, 
tenants in common, heirs or Successors.

     2.14 "SAR" means a right to surrender to the Company all or a portion of 
an Option and to be paid therefore an amount, as determined by the Committee, 
no greater than the excess, if any, of (i) the Fair Market Value, on the date 
such right is exercised, of the Shares to which the Option or portion thereof 
relates, over (ii) the aggregate option price of those shares.

     2.15 "Shares" means shares of the Company's common stock or, if by reason 
of the adjustment provisions hereof any rights under an Award under the Plan 
pertain to any other security, such other security.

     2.16 "Subsidiary" means any business, whether or not incorporated, in 
which the Company, at the time an Award is granted to an employee thereof, or in
other cases, at the time of reference, owns directly or indirectly not less 
than 50% of the equity interest.

     2.17 "Successor" means the legal representative of the estate of a 
deceased Grantee or the person or persons who shall acquire the right to 
exercise an Option or an SAR, or to receive Shares issuable in satisfaction of 
a Restricted Stock Award, by bequest or inheritance or by reason of the death 
of the Grantee, as provided in accordance with Section 10 hereof.

     2.18 "Term" means the period during which a particular Option or SAR may 
be exercised or the period during which the restrictions placed on a 
Restricted Stock Award are in effect.

     2.19 "QDRO" MEANS A QUALIFIED DOMESTIC RELATIONS ORDER AS DEFINED BY IRC 
'86 OR TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, OR THE RULES 
THEREUNDER.

3.   ADMINISTRATION OF THE PLAN

     3.1  The Plan shall be administered by the Committee.

     3.2  The Committee shall have plenary authority, subject to the 
provisions of the Plan, to determine when and to whom Awards shall be 
granted, the Term of each Award, the number of Shares covered by it, the 
participation by Grantee in other plans, and any other terms or conditions of 
each such Award. THE COMMITTEE MAY GRANT SUCH ADDITIONAL BENEFITS IN CONNECTION 
WITH ANY AWARD AS IT DEEMS APPROPRIATE. The number of Shares, the Term, the 
other terms and conditions of a particular kind of Award AND ANY ADDITIONAL 
BENEFITS GRANTED IN CONNECTION WITH ANY AWARD need not be the same, even as to 
Awards made at the same time. The Committee's actions in making Awards and 
fixing their size, Term, and other terms and conditions AND IN GRANTING ANY 
ADDITIONAL BENEFITS IN CONNECTION WITH ANY AWARD shall be conclusive on all 
persons.


                                      -2-

<PAGE>
     3.3  The Committee shall have the sole responsibility for construing and 
interpreting the Plan, for establishing and amending such rules and regulations 
as it deems necessary or desirable for the proper administration of the Plan, 
and for resolving all questions arising under the Plan. Any decision or action 
taken by the Committee arising out of or in connection with the construction, 
administration, interpretation and effect of the Plan and of its rules and 
regulations shall, to the extent permitted by law, be within its absolute 
discretion, except as otherwise specifically provided herein, and shall be 
conclusive and binding upon all Grantees, all Successors, and any other person, 
whether that person is claiming under or through any Grantee or otherwise.

     3.4  The Committee shall regularly inform the Board as to its actions with 
respect to all Awards under the Plan and the Terms and conditions of such 
Awards in a manner, at such times, and in such form as the Board may reasonably 
request.

4.   ELIGIBILITY

     Awards may be made under the Plan only to employees of the Company or a 
Subsidiary who have executive, managerial, supervisory or professional 
responsibilities. Officers shall be employees for this purpose, whether or not 
they are also Directors, but a Director who is not such an employee shall not 
be eligible to receive an Award. Awards may be made to eligible employees 
whether or not they have received prior Awards under the Plan or under any 
previously adopted plan, and whether or not they are participants in other 
Awards to eligible employees, the Committee may take into account the nature of 
the services they have rendered or that the Committee expects they will render, 
their present and potential contributions to the success of the business, the 
number of years of effective service they are expected to have and such other 
factors as the Committee in its sole discretion shall deem relevant.

5.   SHARES SUBJECT TO PLAN

     800,000 Shares are hereby reserved for issuance in connection with Awards 
under the Plan. The Shares so issued may be unreserved Shares held in the 
treasury however acquired or Shares which are authorized but unissued. Any 
Shares subject to issuance upon exercise of Options or upon the lapsing of 
restrictions imposed in connection with the making of Restricted Stock Award 
prior to issuance of the Shares shall once again be available for issuance in 
satisfaction of Awards only to the extent that cash is issued in satisfaction 
of the exercise of such Shares.

6.   GRANTING OF OPTIONS

     6.1  Subject to the terms of the Plan, the Committee may from time to time 
grant Options to eligible employees.

     6.2  Pursuant to IRC '86, the AGGREGATE FAIR MARKET VALUE (AS DETERMINED 
ON THE DATE OF GRANT) OF ISO AWARDS TO AN INDIVIDUAL GRANTEE AND EXERCISABLE 
FOR THE FIRST TIME DURING ANY CALENDAR YEAR SHALL NOT EXCEED $100,000.

     6.3  The purchase price of each Share subject to Option shall be fixed by 
the Committee, but shall not be less than 100% of the Fair Market Value of the 
Share on the date the Option is granted.

                                      -3-

<PAGE>
     6.4  Pursuant to IRC '86, the minimum purchase price of an ISO Award shall 
be 110% of Fair Market Value with respect to grantees who at the time of Award 
are deemed to own 10% or more of the voting power of the Company as defined by 
IRC '86.

     6.5  Each Option shall expire and all right to purchase Shares thereunder 
shall cease on the date fixed by the Committee, which subject to terms of the 
Plan, shall not be later than the tenth anniversary of the date on which the 
Option was granted.

     6.6  Pursuant to IRC '86, ISO awards shall expire and all rights to 
purchase Shares thereunder shall cease no later than the fifth anniversary of 
the date on which the Option was granted with respect to Grantees who at the 
time of Award are deemed to own 10% or more of the voting power of the Company 
as defined by IRC '86.

     6.7  Each option shall become exercisable at the time, and for the number 
of Shares, fixed by the Committee. Except to the extent otherwise provided in 
or pursuant to Sections 10 and 11, no Option shall become exercisable as to any 
Shares prior to the first anniversary of the date on which the Option was 
granted.

     6.8  Subject to the terms of the Plan, the Committee may make all or any 
portion of option Shares subject to a Right of First Refusal for any period of 
time set by the Committee at the time of Award.

7.   STOCK APPRECIATION RIGHTS

     7.1  The Committee may, in its discretion, grant an SAR to the holder of 
an Option, either at the time the Option is granted or by amending the 
instrument evidencing the grant of the Option at any time after the Option is 
granted and more than six months before the end of the Term of the Option, so 
long as the grant is made during the period in which grants of SARs may be made 
under the Plan.

     7.2  Each SAR shall be for such Term, and shall be subject to such other 
terms and conditions, as the Committee shall impose. The terms and conditions 
may include Committee approval of the exercise of the SAR, limitations on the 
time within which and the extent to which such SAR shall be exercisable, 
limitations on the amount of appreciation which may be recognized with regard 
to such SAR, and specification of what portion, if any, of the amount payable 
to the Grantee upon his exercise of an SAR shall be paid in cash and what 
portion, if any, shall be payable in Shares. If and to the extent that Shares 
are issued in satisfaction of amounts payable on exercise on an SAR, the Shares 
shall be valued at their Fair Market Value on the date of exercise.

     7.3  Except to the extent otherwise provided in or pursuant to Sections 10 
and 11, no SAR shall be exercisable during the first six months after its date
of grant.

     7.4  Upon exercise of an SAR the Option, or portion thereof, with respect
to which such right is exercised shall be surrendered and shall not thereafter
be exercisable.

8.   RESTRICTED STOCK AWARDS

     8.1  Subject to the terms of the Plan, the Committee may also grant 
eligible employees Restricted Stock Awards.

     8.2  The terms and conditions of any such Award, including restrictions on 
transfer or on the ability of the Grantee to make elections with respect to the 
taxation of the Award without the consent of the Committee, shall be determined 
by the Committee. Except as

                                      -4-

<PAGE>
provided in or pursuant to Sections 10 and 11, no such restrictions shall lapse 
earlier than the first, or later than the tenth, anniversary of the date of the 
Awards.

     8.3  The Committee may establish terms and conditions under which the 
Grantee of a Restricted Stock Award shall be entitled to receive a credit 
equivalent to any dividend payable with respect to the number of Shares which, 
as of the record date for such dividend, had been awarded but not delivered to 
him. Any such dividend equivalents shall be paid to the Grantee of the 
Restricted Stock Award at such time or times during the period when the Shares 
are being held by the Company pursuant to the terms of the Restricted Stock 
Award, or at the time the Shares to which the dividend equivalents apply are 
delivered to the Grantee, as the Committee shall determine. Any arrangement for 
the payment of dividend equivalents shall be terminated if, under the terms and 
conditions established by the Committee, the right to receive Shares being 
held pursuant to the terms of the Restricted Stock Award shall lapse.

     8.4  Subject to the terms of the Plan the Committee may make all or any 
portion of Shares Awarded under a Restricted Stock Award subject to a Right of 
First Refusal for any period of time set by the Committee at the time of Award.

     8.5  The Committee, as defined by the Plan, may adopt and apply rules to
ensure compliance with tax withholding requirements, including, but not limited
to, the retention of a sufficient number of restricted shares upon which
restrictions have lapsed to pay such tax.

9.   NON-TRANSFERABILITY OF RIGHTS

     No rights under any Award shall be transferable otherwise than by will or 
the laws of descent and distribution OR PURSUANT TO A QDRO, and the rights, and 
except to the extent otherwise provided in Section 13, the benefits, of any 
such Award may be exercised and received, respectively, during the lifetime of 
the Grantee only by him or by his guardian or legal representative OR BY AN 
"ALTERNATE PAYEE" PURSUANT TO A QDRO.

10.  DEATH OR TERMINATION OF EMPLOYMENT

     10.1  Subject to the provisions of the Plan, the Committee may make such 
provisions concerning exercise or lapse of Options or SARs on death or 
termination of employment as it shall in its discretion determine. No such 
provision shall extend the Term of an Option or SAR, nor shall any such 
provision permit an Option or SAR to be exercised prior to six months after the 
date on which it was granted, except in the event of death or termination by 
reason of disability.

     10.2  SUBJECT TO THE PROVISIONS OF THE PLAN AND PURSUANT TO IRC '86, NO ISO
AWARD SHALL BE EXERCISABLE AS AN ISO AFTER THE DATE WHICH IS THREE MONTHS 
FOLLOWING A GRANTEE'S TERMINATION OF EMPLOYMENT FOR ANY REASON OTHER THAN 
DISABILITY OR DEATH, OR TWELVE MONTHS FOLLOWING A GRANTEE'S TERMINATION OF 
EMPLOYMENT BY REASON OF DISABILITY. FOLLOWING A GRANTEE'S DEATH, THE EXECUTOR, 
ADMINISTRATOR OR OTHER PERSON ACQUIRING AN ISO AWARD BY BEQUEST OR INHERITANCE 
OR BY REASON OF THE DEATH OF THE GRANTEE MAY EXERCISE IT AT ANY TIME DURING ITS 
REMAINING TERM, PROVIDED THE DECEASED GRANTEE WAS AN EMPLOYEE EITHER AT THE 
TIME OF HIS DEATH OR WITHIN THREE MONTHS PRIOR TO HIS DEATH.

     10.3  The effect of death or termination of employment on Shares issued or 
issuable pursuant to any Restricted Stock Awards shall be as stated in the
Award.      

                                      -5-

<PAGE>
     10.4  Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment for
purposes of any Award. The Committee may specify in the terms and conditions of
an Award whether any authorized leave of absence or absence for military or
government service or for any other reason shall constitute a termination of
employment for purposes of the Award and the Plan.

11.  PROVISIONS RELATING TO TERMINATION OF THE COMPANY'S SEPARATE EXISTENCE

     The Committee may provide that in the event that the Company is to be 
wholly or partly liquidated, or agrees to participate in a merger, 
consolidation or reorganization in which it, or an entity controlled by it, is 
not the surviving entity, any or all Options and SARs granted under the Plan 
shall be immediately exercisable in full and any or all Restricted Stock 
Awards made under the Plan shall be immediately payable in full.

12.  WRITINGS EVIDENCING AWARDS

     Each Award granted under the Plan shall be evidenced by a writing which 
may, but need not, be in the form of an agreement to be signed by the Grantee. 
The writing shall set forth the nature and size of the Award, its Term, the 
other terms and conditions thereof, other than those set forth in the plan, and 
such other information as the Committee directs. Acceptance of any benefits of 
an Award by the Grantee shall be conclusively presumed to be an assent to the 
terms and conditions set forth therein, whether or not the writing is in the 
form of an agreement to be signed by the Grantee.

13.  EXERCISE OF RIGHTS UNDER AWARDS

     13.1  A person entitled to exercise an Option or SAR may do so by delivery 
of a written notice to that effect specifying the number of Shares with respect 
to which the Option or SAR is being exercised and any other information the 
Committee may prescribe.

     13.2  The notice shall be accompanied by payment in full for the purchase
price of any Shares to be purchased with such payment being made in cash or
shares of the Company's common stock having a Fair Market Value equivalent to
the purchase price of such Shares or a combination thereof and no Shares shall
be issued upon exercise of an Option until full payment has been made therefor.

     13.3  The notice of exercise of an SAR shall be accompanied by the 
Grantee's copy of the writing or writings evidencing the grant of the SAR and 
the related Option. No SARs, except those which entitle the Grantee to receive 
only Shares, shall be exercised during the period after it becomes exercisable 
except in accordance with the rules of the Securities and Exchange Commission.

     13.4  Upon exercise of an Option or SAR, or after grant of a Restricted 
Stock Award but before a distribution of Shares in satisfaction thereof, the 
Grantee may request in writing that the Shares to be issued in satisfaction of 
the Award be issued in the name of the Grantee and another person as joint 
tenants with right of survivorship or as tenants in common.

     13.5  Upon exercise of an Option, or an SAR for which at least a portion of
the SAR is issued in Shares, or after grant of a Restricted Stock Award under 
which a Right of First Refusal has been required for some or all of the Shares 
applicable to such Option, SAR, or Restricted Stock Award by the Committee, the 
Grantee shall be required to acknowledge, in writing, his or her understanding 
of such Right of First Refusal and the legend which shall be placed on the 
certificate for such Shares.


                                      -6-

<PAGE>
     13.6  All notices or requests provided for herein shall be delivered to
the Secretary of the Company.

14.  EFFECTIVE DATE OF THE PLAN AND DURATION

     14.1  The Plan shall become effective ON APRIL 23, 1992, SUBJECT TO 
APPROVAL ON THAT DATE, AT A MEETING OF THE COMPANY'S SHAREHOLDERS, BY THE 
AFFIRMATIVE VOTES OF THE HOLDERS OF A MAJORITY OF THE COMPANY'S SECURITIES 
PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT A MEETING DULY HELD IN 
ACCORDANCE WITH DELAWARE LAW; AND FURTHER subject to approval by any 
governmental body having jurisdiction over the Company with respect to this 
Plan within the time limits applicable to any such governmental approvals.

     14.2  No Awards may be granted under the Plan on or after APRIL 23, 2002 
although the terms of any Award may be amended at any time prior to the end of 
its Term in accordance with the Plan.

15.  DATE OF AWARD

     The date of an Award shall be the date on which the Committee's 
determination to grant the same is final, or such later date as shall be 
specified by the Committee in connection with its determination.

16.  SHAREHOLDER STATUS

     No person shall have any rights as a shareholder by virtue of the grant of 
an Award under the Plan except with respect to Shares actually issued to that 
person.


17.  POSTPONEMENT OF EXERCISE

     The Committee may postpone any exercise of an Option or SAR or the 
distribution of any portion of a Restricted Stock Award for such time as the 
Committee in its discretion may deem necessary in order to permit the Company 
(i) to effect or maintain registration of the Plan or the Shares issuable upon 
the exercise of an Option or an SAR or distributable in satisfaction of a 
Restricted Stock Award under the Securities Act of 1933, as amended, or the 
securities laws of any applicable jurisdiction, (ii) to permit any action to 
be taken in order to comply with restrictions or regulations incident to the 
maintenance of a public market for its Shares, or (iii) to determine that such 
shares and the plan are exempt from such registration or that no action of the 
kind referred to in (ii) above needs to be taken; and the Company shall not be 
obligated by virtue of any terms and conditions of any Award or any provision 
of the plan to recognize the exercise of an Option or an SAR to sell or issue 
shares in violation of the Securities Act of 1933 or the law of any government 
having jurisdiction thereof. Any such postponement shall not extend the Term of 
an Option or SAR or shorten the Term of any restriction attached to any 
Restricted Stock Award. Neither the Company nor its directors or officers shall 
have any obligation or liability to the Grantee of an Award, to the Grantee's 
Successor or to any other person with respect to any Shares as to which the 
Option or SAR shall lapse because of such postponement or as to which issuance 
under a Restricted Stock Award was delayed.

18.  TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

     The Board may at any time terminate, suspend or modify the plan, except 
that the Board shall not, without authorization of the shareholders in 
accordance with the requirements of Section 14, effect any change (other than 
through adjustment for changes in capitalization as herein provided) which:



                                      -7-

<PAGE>
     18.1  increases the aggregate number of Shares for which Awards may be 
granted;

     18.2  lowers the minimum option price;

     18.3  lengthens the maximum period during which an Option or SAR may be 
exercised;

     18.4  increases the maximum amount a Grantee may be paid upon the exercise 
of an SAR;

     18.5  DISQUALIFIES ANY MEMBER OF THE COMMITTEE FROM BEING A "DISINTERESTED 
PERSON" AS DEFINED IN RULE 16b-3(c)(2)(i) OF THE SECURITIES AND EXCHANGE 
COMMISSION, AS IT EXISTS ON THE EFFECTIVE DATE OF THE PLAN OR AS SUBSEQUENTLY 
AMENDED OR INTERPRETED;

     18.6  changes the class of employees eligible to receive Awards;

     18.7  extends the period of time during which Awards may be granted; or

     18.8  removes the restrictions set forth in the last sentence of this 
Section.

     No termination, suspension or modification of the Plan shall adversely 
affect any right acquired by any Grantee or any Successor under an Award 
granted before the date of such termination, suspension or modification, unless 
such Grantee or Successor shall consent; but it shall be conclusively presumed 
that any adjustment for changes in capitalization as provided for herein does 
not adversely affect any such right. Any member of the Board who is an officer 
or employee of the Company or a Subsidiary shall be without vote on any 
proposed amendment to the Plan, or on any other matter which might affect that 
member's individual interest under the Plan.

19.  ADJUSTMENT FOR CHANGES IN CAPITALIZATION

     Any increase in the number of outstanding Shares of the Company occurring 
through stock splits or stock dividends after the adoption of the Plan shall be 
reflected proportionately in an increase in the aggregate number of Shares then 
available for the grant of Awards under the Plan, or becoming available through 
the termination, surrender or lapse of Awards previously granted but 
unexercised, and in the number of Shares subject to Awards then outstanding; 
and a proportionate reduction shall be made in the per share option price as to 
any outstanding Options. Any fractional shares resulting from such adjustment 
shall be eliminated. If changes in capitalization other than those considered 
above shall occur, the Board shall make such adjustment in the number or class 
of shares, remaining subject to Awards then outstanding and in the per share 
option price as the Board in its discretion may consider appropriate, and all 
such adjustments shall be conclusive upon all persons.

20.  DELIVERY OF SHARES IN LIEU OF CASH INCENTIVE AWARDS

     20.1  Any employee otherwise eligible for an Award under the Plan who is 
eligible to receive a cash incentive payment from the Company under any
management incentive plan may make application to the Committee in such manner
as may be prescribed from time to time by the Committee, to receive Shares from
the Plan in lieu of all or any portion of such cash payment.

     20.2  The Committee may in its discretion honor such application by 
delivering Shares from the Plan to such employee equal in Fair Market Value to 
that portion of the cash



                                      -8-

<PAGE>
payment otherwise payable to the employee under such incentive plan for which 
a Share delivery is to be made in lieu of cash payment.

     20.3  Any Shares delivered to employees under the plan in lieu of cash 
incentive payments shall come from the aggregate number of Shares authorized 
for use by the Plan and shall not be available for any other Awards under the 
Plan.

     20.4  Such applications and such delivery of Shares shall not be permitted 
on or after APRIL 23, 2002.

21.  LOANS

     21.1  The Company may make loans to Grantees for the sole purpose of 
exercising Option Awards under the Plan and meeting the Federal tax 
consequences of such exercise. Such loans shall be subject to the terms and 
conditions established by the Committee from time to time which shall in all 
cases include those specific items contained in this Section 21 as well as such 
other items as may be established by the Committee.

     21.2  No loan shall exceed the exercise price of the option to be exercised
plus the amount of Federal income taxes reasonably estimated to be due at the 
exercise of the option or within the next following seven month period.

     21.3  No loan shall have a term exceeding five years subject to renewal at 
the discretion of the Committee and notwithstanding any other terms of the loan 
shall be fully due and payable on the loan recipient's termination of 
employment. In the case of termination due to disability, the Committee at its 
discretion, may extend the terms of the loan beyond termination.

     21.4  Interest shall be charged on the loan with a rate established by the 
Committee but in no case less than an amount equal to any dividends payable 
during the term of the loan on the Shares being purchased by the Grantee at the 
exercise of the option. Such minimum interest rate shall be determined by 
dividing the dividends paid on such shares during the preceding twelve months 
by the option price for such shares.

     21.5  If such a loan is made to a Grantee, the Company shall not deliver a 
certificate or any shares purchased with the loan proceeds until such time as 
the loan is repaid.

22.  NON-UNIFORM DETERMINATION

     The Committee's determination under the Plan including, without limitation,
determination of the persons to receive Awards, the form, amount and type of
Awards (e.g. ISOs, NQSOs, Restricted Stock Awards), the terms and provisions of
Awards and the written material evidencing such Awards, THE GRANT OF ADDITIONAL
BENEFITS IN CONNECTION WITH ANY AWARD, and the granting or rejecting of loans or
applications for delivery of stock in lieu of cash bonus or incentive payments
need not be uniform and may be made selectively among otherwise eligible
employees, whether or not such employees are similarly situated.

23.  TAXES

     The Company shall be entitled if necessary or desirable to pay or withhold
the amount of any tax attributable to any amounts payable under any Awards after
giving the person entitled to receive such amount notice as far in advance as
practicable, and the Company may defer making payment of any Award if any such
tax, charge or assessment may be pending until indemnification to its
satisfaction.





                                      -9-

<PAGE>
24.  TENURE

     An employee's right, if any, to continue in the employ of the Company or a 
Subsidiary shall not be affected by the fact that he is a participant under 
this Plan. At the sole discretion of the Committee, an employee terminated for 
cause may be required to forfeit all of his rights under the Plan, except as to 
Options or SARs already exercised and Restricted Stock Awards on which 
restrictions have already lapsed.

25.  APPLICATION OF PROCEEDS

     The proceeds received by the Company from the sale of its Shares under the 
Plan shall be used for general corporate purposes.

26.  OTHER ACTIONS

     Nothing in the Plan shall be construed to limit the authority of the 
Company to exercise its corporate rights and powers, including, by way of 
illustration and not by way of limitation, the right to grant options for 
proper corporate purposes otherwise than under the plan to any employee or any
other person, firm, corporation, association or other entity, or to grant
options to, or assume options of, any person in connection with the acquisition,
by purchase, lease, merger, consolidation or otherwise, of all or any part of
the business and assets of any person, firm, corporation, association or other
entity.

                                      -10-


<PAGE>
                                                                    EXHIBIT 10.8

                               YELLOW CORPORATION

                        [YEAR OF PLAN] STOCK OPTION PLAN

                                OPTION AGREEMENT

This Stock Option Agreement (the "Agreement"), made this ____ day of _____, ____
between Yellow Corporation (the "Company") and [name of executive] (the
"Grantee"), evidences the agreement made between the Company and the Grantee by
virtue of the Grantee's acceptance of the Stock Option (the "Option"), granted
under the Company's [year of plan] Stock Option Plan (the "Plan").

1.    Grant; Number of Shares. The Grantee has been granted an Option covering
      _____ shares of common stock of the Company.

2.    Exercise Price. The price at which shares may be acquired on exercise of
      the Option is $____ per share.

3.    Term of Option. The term of the Option is from [date of grant], until the
      close of business at the executive offices of the Company on [tenth
      anniversary of date of grant].

4.    When Option Becomes Exercisable. Except as otherwise provided in paragraph
      5, [1/4 of] shares become exercisable on [first anniversary of date of
      grant], [1/4 of]shares on [second anniversary of date of grant], [1/4 of]
      shares on [third anniversary of date of grant], and the remaining ___
      shares on [fourth anniversary of date of grant]. Once shares become
      exercisable, they may be exercised in part or whole from that date through
      [tenth anniversary
 of date of grant].

5.    Acceleration of Exercisability. Notwithstanding the provisions of
      paragraph 4 of this agreement:

      a)    If the Grantee dies or becomes permanently and totally disabled
            while in the employ of the Company or a subsidiary and prior to the
            time the Option becomes exercisable, the option shall become
            immediately exercisable. For purposes of this paragraph and
            paragraph 6(c), a Grantee shall be considered permanently and
            totally disabled if he is unable to engage in any substantial
            gainful employment by reason of any medically determinable physical
            or mental impairment which can be expected to result in death or
            which has lasted or can be expected to last for a continuous period
            of not less than 12 months. The existence of such permanent and
            total disability shall be evidenced by such medical certification as
            the Secretary of the Company shall require and approved by the
            Company's Compensation Committee.

      b)    If the company is wholly or partially liquidated, or is a party to a
            merger, consolidation, or reorganization in which it is not the
            surviving entity, this option shall become immediately exercisable.


<PAGE>

6.    Lapse of Rights Under Option.

      a)    Except as provided below, termination of the Grantee's employment
            with the Company or any subsidiary shall cause this option to lapse
            to the extent it was not exercised as of the date of termination.

      b)    If the termination is the result of the Grantee's retirement after
            having attained age 55 with at least 11 years of service with the
            Company and/or a subsidiary company or termination at age 65 or
            after, the Option shall not lapse by reason of termination until the
            first anniversary of retirement.

      c)    If the termination is the result of the Grantee's death or permanent
            and total disability, the Option shall not lapse as to any shares as
            to which it was exercisable at the date of termination until the
            first anniversary of the termination. Shares to which the Option
            becomes exercisable by virtue of paragraph 5 above shall be treated
            as shares as to which the Option is exercisable for purposes of this
            paragraph (c).

      d)    Nothing in paragraph 6 shall be construed to extend the term of the
            award.

7.    Authorized Leave. Authorized leaves of absence from the Company shall not
      constitute a termination of employment for purposes of this Option. For
      purposes of this Option, an authorized leave of absence shall be an
      absence while the Grantee is on military leave, sick leave, or other bona
      fide leave of absence so long as the Grantee's right to employment with
      the Company is guaranteed by statute, a contract, or Company policy.

8.    Method of Exercise. The rights presented by this Option shall be exercised
      by a written notice which shall state: (a) the election to exercise those
      rights; (b) the number of Shares in respect of which the Option is being
      exercised; (c) the person(s) in whose name the stock certificate(s)
      receivable on exercise of the Option are to be registered; and (d) the
      address and Social Security Number of each such person. The notice shall
      be signed by the person(s) entitled to exercise the Option and, if the
      Option is being exercised by a person or persons other than the Grantee,
      shall be accompanied by proof, satisfactory to the Company, of the right
      of such person(s) to exercise the Option. Payment of the purchase price of
      any Shares shall be either by 1) personal check, which must be delivered
      with the notice of exercise; or 2) surrender of Shares of Company stock,
      certificates for which Shares transferring ownership to the Company must
      accompany the notice (this option may be combined with the first option to
      allow payment in both stock and cash); or 3) cashless exercise pursuant to
      the Cashless Exercise Program offered by the Company. As a condition to
      the exercise of the Option, the Company may require the person(s)
      exercising the Option to make any representation, warranty or undertaking
      required by any applicable law or regulation. A notice of exercise is
      effective from and after it is received by the Secretary of the Company.

9.    Withholding. Grantee hereby authorizes the Company to withhold in
      accordance with applicable law for any compensation payable to him any
      taxes required to be withheld by federal, state or local law as a result
      of the exercise of this Option.


<PAGE>

10.   Non-Transferability. No rights under this Option shall be transferable
      otherwise than by will, the laws of descent and distribution or pursuant
      to a Qualified Domestic Relations Order (QDRO), and the rights, and except
      to the extent otherwise provided herein, the benefits of the Option may be
      exercised and received, respectively, during the lifetime of the Grantee
      only by him or by his guardian or legal representative or by an "alternate
      payee" pursuant to QDRO.

11.   Option Subject to Plan. A copy of the Plan is attached to this Agreement.
      The provisions of the Plan as now in effect are hereby incorporated in
      this Agreement by reference as though fully set forth herein. Grantee
      acknowledges that he has received, reviewed and understands the Plan,
      including the provisions that the Committee's decision on any matter
      arising under the Plan is conclusive and binding.

12.   Definitions. Unless redefined herein, all terms defined in the Plan have
      the same meaning when used in this Agreement.

13.   [2000 & later grants: Notwithstanding anything else in this Plan, this
      option is not exercisable until such time as the Company complies with our
      regulatory requirements regarding registration of the shares to be issued
      under the terms of the plan.][1999 grants only: Shareholder Approval. This
      award shall be subject to shareholder approval at the 2000 Annual Meeting
      of Shareholders where such approval is required by applicable SEC or stock
      market regulations.]

                                              YELLOW CORPORATION

                                              By:
                                                 ----------------------------

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



<PAGE>
                                                                    EXHIBIT 10.9

                               YELLOW CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT
                       PURSUANT TO 1992 STOCK OPTION PLAN
                            WITH NON-COMPETE COVENANT

      This Restricted Stock Award Agreement (the "Agreement"), made this _____
day of ______, 2002, by and between Yellow Corporation, formerly Yellow Freight
System, Inc. of Delaware, (the "Company") and ____________ (the "Grantee")
evidences the grant, by Company, of a Restricted Stock Award (the "Award") to
the Grantee on ______ ("Date of Grant") and the Grantee's acceptance of the
Award in accordance with the provisions of the Company's 1992 Stock Option Plan
(the "Plan"). Company and Grantee agree as follows:

      1.    Shares Awarded and Restriction on Shares. The Grantee shall be
            awarded _____ shares of Company common stock ("Restricted Shares")
            subject to the restrictions on the rights of ownership set forth in
            this Agreement and further subject to the terms and conditions of
            the Plan and the applicable rules (the "Rules") of the Compensation
            Committee (the "Committee"), the provisions of which are hereby
            incorporated in this Agreement by reference.

      2.    Sale or Transfer Restrictions. Except as set forth in Paragraph 6
            below, Grantee shall have no right to sell or transfer the
            Restricted Shares until the restrictions on sale or transfer lapse.
            The restrictions
 on sale or transfer on all shares shall lapse on
            the third anniversary of the date of this award. However, should the
            Company adopt a future stock option plan, after stockholder
            approval, providing for Restricted Stock Units, Grantee may convert
            one Restricted Share awarded under this Agreement for one Restricted
            Stock Unit, pursuant to such rules as the future plan and the
            Committee may prescribe, and so long as Grantee chooses to convert
            to Restricted Stock Units prior to the date the restrictions lapse
            on the Restricted Shares. The Committee may provide that a Grantee,
            after attaining age 60, shall have the option to have the value of
            the Restricted Stock Units transferred to a diversified investment
            such as a mutual fund.

      3.    Employment Requirement. Except as provided in Paragraphs 6 and 7, in
            the event the Grantee's employment with Company (including all
            Subsidiaries, as defined in the Plan) terminates prior to the date
            specified in Paragraph 2 above, the Restricted Shares shall be
            forfeited and returned to Company. For this purpose authorized
            leaves of absence from Company or a Subsidiary (as defined in the
            Plan) or the transfer of the Grantee between Company and a
            Subsidiary or between such Subsidiaries shall not constitute a
            termination of employment. For purposes of this Agreement, an
            authorized leave of absence shall be an absence while the Grantee is
            on military leave, sick leave, family leave, or other bona fide
            leave of absence so long as the Grantee's right to employment or
            re-


<PAGE>

            employment with Company or a Subsidiary is provided for by statute,
            written contract or Company policy.

      4.    Deposit of Stock Certificates. Concurrently with signing this
            Agreement (i) Company shall direct its transfer agent to issue _____
            stock certificates for the Restricted Shares, each representing
            ______ shares of common stock of the Company, $1.00 par value,
            registered in the name of the Grantee, and (ii) Grantee shall
            execute and deliver to Company to be held by Company, with the stock
            certificates for the Restricted Shares, an equal number of stock
            powers for the Restricted Shares. After the prohibited sale and
            transfer restrictions lapse under Paragraph 2 above with respect to
            the Restricted Shares and provided the Restricted Shares have not
            been forfeited under Paragraph 3 above, Company shall deliver to the
            Grantee, or such person or persons as the Grantee may direct in
            writing, the stock certificates, and the remaining stock powers, if
            any, representing the Restricted Shares as to which the prohibited
            sale or transfer restrictions have lapsed less any shares withheld,
            pursuant to Grantee's election and the Committee's approval, to
            satisfy applicable income tax withholding requirements. The shares
            represented by such stock certificates after delivery shall cease to
            be Restricted shares.

      5.    Voting and Other Rights of Restricted Shares. Subject to the
            provisions of this Agreement restricting sale or transfer and
            providing for forfeiture of Restricted Shares, Grantee shall have
            all the rights of a shareholder with respect to the Restricted
            Shares, including dividend and voting rights. However, any dividends
            payable to Grantee shall be subject to any taxes due with respect to
            such dividends, including FICA tax (if applicable) and local state
            and federal income tax.

      6.    Acceleration of Lapse of Restrictions. Notwithstanding the foregoing
            provisions of this Agreement, the Grantee or the Grantee's legal
            representative or guardian shall be immediately entitled to receive
            the certificates for all Restricted shares and the prohibited sale
            and transfer restrictions of Paragraph 2 above shall immediately
            lapse on the earliest of the following occurrences:

            (a)   The Grantee's date of death;

            (b)   The permanent and total disability of the Grantee. For
                  purposes of this Agreement, total disability shall mean the
                  inability to engage in any substantial gainful activity by
                  reason of any medically determinable physical or mental
                  impairment which can be expected to result in death or which
                  can be expected to last for a continuous period of not less
                  than twelve months. The existence of such permanent and total
                  disability shall be evidenced by such


<PAGE>

                  medical certification as the Secretary of the Company may
                  require and determined by the Company's Compensation
                  Committee.

            (c)   In the event of a "Change of Control" of the Company, with
                  "Change of Control" having the same definition as set forth in
                  the Company's standard Executive Severance Agreement, which
                  definition is hereby incorporated by reference.

      7.    Continued Lapse of Restrictions in Retirement. Notwithstanding the
            provisions of Paragraph 3, should the Grantee's termination result
            from the Grantee's retirement after attaining age 55 with at least
            11 years of service under the terms of a retirement plan of the
            Company or a Subsidiary (as defined in the Plan), prior to the
            lapsing of the restrictions on sale or transfer as defined in
            Paragraph 2, the Grantee or the Grantee's legal representative shall
            be entitled to receive on the date the restrictions lapse the
            certificates for the Restricted Shares less applicable withholding,
            provided Grantee has otherwise complied with this Agreement,
            including, but not limited to the non-compete provisions of
            Paragraph 9.

      8.    Tax Withholding Requirements. Grantee's Restricted Shares are
            subject to certain tax withholding requirements, which may include
            but are not limited to the withholding of tax on dividends paid on
            Restricted Shares and the withholding of tax on the amount
            includable in income of Grantee coincident with the lapse of the
            sale and transfer restrictions on the Restricted Shares. Grantee
            understands that certificates for Restricted Shares will not be
            delivered to him following the lapse of restrictions unless and
            until he has paid to the Company any tax due or has authorized the
            Company, pursuant to the Rules of the committee, and provided the
            Committee does not disapprove, to retain a sufficient number of the
            Restricted Shares upon which the restrictions have lapsed to pay
            such tax. The Committee shall have the right in its discretion to
            satisfy withholding tax liability by retaining Restricted Shares.

      9.    Covenant Not to Compete. In consideration of this grant of
            Restricted Stock Awards, Grantee agrees that should Grantee
            voluntarily resign or quit the employ of the Company or its parent,
            subsidiary or affiliated companies, Grantee shall not, for a period
            of two years (the "Restriction Period") measured from the effective
            date of such resignation or quitting, seek or accept employment with
            any person, firm or entity in the U.S. that competes significantly
            with any of the operations or business endeavors of the Company, its
            parents, subsidiaries, affiliated companies, partners or joint
            venturers.

            It is specifically agreed that the employment prohibition set forth
            in this Agreement includes employment in any capacity, directly or
            indirectly, with any entity described above, including but not
            limited to investment in


<PAGE>

            any such entity (other than owning less than 2% of the stock of a
            publicly traded company) or employment as an officer, director,
            employee, consultant, or independent contractor.

      10.   Confidential Information. Confidential and proprietary information
            and knowledge in Grantee's possession about the business, customers,
            finances, business practices, marketing and sales strategies and
            personnel of the Company, its parents, subsidiaries and affiliates
            ("Company Information") shall remain confidential for the
            Restriction Period and Grantee shall not disclose or communicate
            such Company Information during that time to any individual or
            entity not a party to this Agreement, including family members, and
            Grantee will not make use of Company Information on Grantee's own
            behalf or on behalf of a family member or aid or encourage any
            family member to do so, including, but not limited to, soliciting or
            recommending that anyone else solicit any then-current Company
            employee for hire. Grantee specifically agrees any disclosure of any
            Company Information during the Restriction Period by a family
            member, or by an individual or entity who has obtained such
            information from Grantee or a family member, shall be regarded as a
            breach of this Agreement by Grantee.

      11.   Remedies for Breach. In the event that Grantee breaches or threatens
            to breach the non-compete or confidentiality provisions of this
            Agreement, Grantee acknowledges that the Company shall be entitled,
            in addition to any other remedies which may be available to it, to
            institute and maintain proceedings at law or in equity to recover
            damages, to obtain specific performance or a temporary or permanent
            injunction against Grantee's employment by the competitive entities
            described above, or for breach of the promise not to disclose
            Company Information, and that the Company shall be entitled to
            recover from Grantee all costs, including attorney's fees, incurred
            in prosecuting the above remedies.

      12.   Severability. In the event that any of the restrictions described
            above shall be held contrary to law or invalid or unenforceable in
            any respect in any jurisdiction, the remaining provisions shall not
            be affected, but shall remain in full force and effect. Any such
            invalid or enforceable provisions shall be deemed, without further
            action on the part of any persons, modified, amended and limited to
            the extent necessary to render the same valid and enforceable in
            such jurisdiction.

      13.   Binding Nature of Agreement. This Agreement shall be binding upon
            and inure to the benefit of the Company, its parent, subsidiaries,
            successors and assigns, including, without limitation, any
            corporation, person or entity which may acquire all or substantially
            all of the Company's assets and business or to which the Company is
            consolidated or merged. Grantee's rights and benefits hereunder are
            personal to Grantee and no


<PAGE>

            such rights or benefits shall be subject to voluntary or involuntary
            assignment or transfer, except as specifically provided in this
            Agreement.

      14.   Confidentiality of Agreement. This Agreement shall be kept in strict
            confidence by Grantee and shall be revealed only to Grantee's spouse
            and attorney or other professional adviser. The Company shall keep
            this Agreement in strict confidence except to the extent that
            disclosure is required by government law or regulation.

      15.   Choice of Law. This Agreement, its interpretation, performance and
            enforcement and the rights and remedies of Grantee and the Company,
            shall be governed and construed by the laws of the state of Kansas
            applicable to contracts to be performed wholly within Kansas,
            without regard to principles of conflicts of laws.

      16.   Complete Agreement. This Agreement contains the entire agreement
            between Grantee and the Company and supersedes all prior agreements
            and understandings, both written and oral, between Grantee and the
            Company with respect to the subject matter hereof.

      17.   No Employment Contract. Grantee and the Company agree that this
            Agreement is not intended or understood to create any contract of
            employment for a definite term or an expectation of continued
            employment.

      18.   Amendment. This Agreement may not be modified or amended except in
            writing signed by both Grantee and an officer of the Company.

      IN WITNESS WHEREOF, Company, by its duly authorized officer or
representative, and the Grantee have signed this Agreement as of the day and
year first above written.

                                       YELLOW CORPORATION


                                  By:
                                       -------------------------------
                               Title:
                                       -------------------------------


                                       -------------------------------
                                       GRANTEE SIGNATURE


<PAGE>

STATE OF________           )
                           ) ss.
COUNTY OF________          )


      On this _____ day of ________, 20___, before me, a Notary Public,
personally appeared _______________________, to me known to be the person
described in and who executed the foregoing document, and acknowledged that
he/she executed the same as his/her free act and deed.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.

                                                     ---------------------------
                                                     Notary Public

My appointment expires:

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



<PAGE>
                                                                   EXHIBIT 10.11

                               YELLOW CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

      The Board of Directors of Yellow Corporation, a corporation organized
under the laws of the state of Delaware, hereby establishes the Yellow
Corporation Executive Deferred Compensation Plan to provide a select group of
management or highly compensated employees with a capital accumulation
opportunity by deferring compensation on a pre-tax basis.

                                    ARTICLE I
                                   DEFINITIONS

      As used in the Plan, the following terms shall have the meaning set forth
below, unless otherwise clearly indicated by the context:

1.1   "ACCOUNT" means the recordkeeping account described in Section 4.4 of the
      Plan and established for maintaining a record of the Company's obligation
      to each Participant and former Participant. A separate subaccount shall be
      established for each election by the Participant to defer Compensation
      with respect to which a different time and/or form of payment is elected.
      Company matching credits made pursuant to Section 4.3 shall be credited to
      the same subaccount as the Participant's deferrals for the Plan Year are
      credited.

1.2   "ADMINISTRATOR" means the person or persons appointed by the Committee to
      administer the Plan.


1.3   "BENEFICIARY" means the individual or entity (or individuals or entities)
      designated by the Participant under Section 8.4 who is or may become
      entitled to a benefit under the Plan, or if none is designated or living
      at the time of the Participant's or former Participant's death, then the
      Participant's or former Participant's estate.

1.4   "CODE" means the Internal Revenue Code of 1986, as amended.

1.5   "COMMITTEE" means the Compensation Committee of the Board of Directors of
      Yellow Corporation.

1.6   "COMPANY" means Yellow Corporation and any affiliate that is required to
      be treated as a single employer together with Yellow Corporation under
      section 414 of the Code whose participation in the Plan is approved by the
      Committee.

1.7   "COMPENSATION" means "Basic Annual Salary" and/or "Incentive Compensation"
      as defined below:

      (a)   "Basic Annual Salary" means a Participant's base salary or wages (as
            defined in section 3401(a) of the Code for purposes of federal
            income tax withholding) from the Company, modified by including any
            portion thereof that such Participant could have received but for
            his deferral election made pursuant to Section 4.1, (b) elective
            contributions made on his behalf by the Company pursuant to a
            qualified cash or deferred arrangement described in section 401(k)
            of the Code and (c) any elective contributions under a cafeteria
            plan described in section 125 of the Code, and modified further by
            excluding any bonus, incentive compensation, commissions, expense
            reimbursements or other expense allowances, fringe benefits (cash
            and


<PAGE>

            noncash), moving expenses, deferred compensation (other than
            elective contributions to the Plan or the Company's qualified cash
            or deferred arrangement described in section 401(k) of the Code),
            welfare benefits as defined in Section 3(1) of ERISA, overtime pay,
            special performance compensation amounts and severance compensation.

      (b)   "Incentive Compensation" means any compensation that may be paid
            directly to a Participant, in addition to Basic Annual Salary, under
            any Company annual or long-term incentive plan for services
            rendered.

1.8   "DEFERRED COMPENSATION" means the amount of Participant's Compensation
      deferred pursuant to Article IV of the Plan.

1.9   "DISABILITY" means that the Participant meets the definition of "disabled"
      under the terms of the Company's long-term disability plan in effect on
      the date in question, whether or not such Participant is covered by such
      plan.

1.10  "ERISA" means the Employee Retirement Income Securities Act of 1974, as
      amended.

1.11  "PARTICIPANT" means any employee of the Company who has been designated by
      the Committee as eligible to participate in the Plan in accordance with
      Article III.

1.12  "PLAN" means the Yellow Corporation Executive Deferred Compensation Plan
      set forth in this Agreement as it may be amended from time to time.

1.13  "PLAN YEAR" means the calendar year.

1.14  "RETIREMENT" means retirement of a Participant on or after having attained
      age 65 or early retirement with the prior approval of the Committee.

1.15  "UNFORESEEABLE FINANCIAL EMERGENCY" means an unexpected need of a
      Participant or former Participant for cash that (a) arises from an
      illness, casualty loss, sudden financial reversal, or such other
      unforeseeable occurrence that is caused by an event beyond the control of
      such Participant or former Participant, (b) would result in severe
      financial hardship to such Participant or former Participant if his
      compensation deferral election was not canceled pursuant to Section 7.3
      and/or if a benefit payment pursuant to Section 7.3 was not permitted, and
      (c) is not reasonably satisfiable from other resources of such Participant
      or former Participant. Cash needs arising from foreseeable events, such as
      the purchase of a house or education expenses for children, shall not be
      considered to be the result of an Unforeseeable Financial Emergency.
      Further, cash needs that may be relieved (i) through reimbursement or
      compensation by insurance or otherwise, (ii) by liquidation of the
      Participant's or former Participant's assets, to the extent the
      liquidation of such assets would not itself cause severe financial
      hardship, or (iii) by cessation of deferrals under the Plan shall not be
      considered to be Unforeseeable Financial Emergencies.

                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN

2.1   ADMINISTRATION. The Plan shall be administered by the Committee. The
      Committee shall have the authority to:


                                       2

<PAGE>

      (a)   determine which key executives of the Company shall be designated
            Participants under the Plan in accordance with the provisions of
            Article III of the Plan; and

      (b)   determine the amount of any matching Company contributions.

      The Committee shall have the authority to adopt, alter and repeal such
      administrative rules, guidelines and practices applicable to the Plan as
      it shall, from time to time, deem advisable; to interpret the terms and
      provisions of the Plan and any agreements relating thereto, and to
      otherwise supervise the administration of the Plan. However, any change
      shall not adversely affect any rights of a Participant or former
      Participant with respect to any benefits the Participant or former
      Participant has accrued under the Plan as of the date of the change
      without the Participant's or former Participant's written consent.

      All decisions made by the Committee pursuant to the provisions of the Plan
      shall be final and binding on all persons, including the Company and the
      Participants or former Participants.

                                   ARTICLE III
                                   ELIGIBILITY

3.1   ELIGIBILITY. The persons eligible to participate in the Plan shall be such
      officers and other key executives of the Company as the Committee
      determines in its sole discretion. No officer or employee shall have any
      right to be designated as a Participant. The fact that a person is
      designated as eligible to participate in the Plan during a Plan Year does
      not confer on him or her a right to participate in the Plan during
      subsequent Plan Years.

3.2   LIMITATION UPON PARTICIPATION. The Company intends for the Plan to be
      limited to a "select group of management or highly compensated employees"
      as such phrase is used in Sections 201, 301 and 401 of ERISA. If at any
      time the Committee determines that a Participant fails to be a member of a
      select group of management or highly compensated employees, his/her
      participation in the Plan shall cease.

                                   ARTICLE IV
                        CONTRIBUTION CREDITS TO ACCOUNTS

4.1   ELECTIVE DEFERRAL. A Participant may irrevocably elect to defer a portion
      of his or her Compensation by filing an election with the Administrator on
      or before November 30 of the year preceding the Plan Year for which the
      deferral of Compensation is to be effective. Such election shall be
      effective for such next Plan Year and for all subsequent Plan Years,
      unless modified as to subsequent Plan Years by the filing of a new
      election form. Such election will be effective only for Basic Annual
      Salary earned in such future Plan Year(s) and for Incentive Compensation
      earned in such future year(s) but which the Participant will have no right
      to receive until such future year(s). A new election to defer Compensation
      shall be evidenced by the execution and delivery on or before November 30
      in the form prescribed for that purpose by the Administrator. In the first
      Plan Year in which an individual becomes a Participant, he or she may make
      an election to defer within 30 days after he or she first becomes eligible
      to participate in the Plan.

4.2   AMOUNT OF DEFERRAL. A Participant may file separate elections with respect
      to his or her Basic Annual Salary and any Incentive Compensation. A
      Participant may elect to defer not less than 1% nor more than 50% of his
      or her Basic Annual Salary for the Plan Year, in


                                       3

<PAGE>

      multiples of 1%; and may elect to defer not less than 5% nor more than 80%
      of his or her Incentive Compensation for the Plan Year, in multiples of
      5%.

4.3   COMPANY MATCHING CONTRIBUTION. To the extent that, as a result of the
      application of the discrimination test set forth in section 401(k) of the
      Code, a Participant is prevented from making the maximum pre-tax elective
      deferral under the Company's 401(k) plan in which he is eligible to
      participate, which would otherwise be matched by a Company contribution
      under the 401(k) plan, the Company will match under the Plan any Deferred
      Compensation, up to the limits under such 401(k) plan.

4.4   DEFERRED COMPENSATION ACCOUNT. Any of a Participant's Deferred
      Compensation and any Company matching contribution for a Plan Year shall
      be credited to the Participant's Account as of the last day of the
      calendar quarter in which the related compensation would have been paid
      but for the Participant's deferral election.

                                    ARTICLE V
                      DEEMED INVESTMENT CREDITS TO ACCOUNTS

      All amounts credited to a Participant's or former Participant's Account
together with the earnings thereon, shall be credited with income and loss as if
invested in one or more investment alternatives selected by the Committee. At
such times and under such procedures as the Committee shall designate, each
Participant and former Participant shall have the right to elect among
investment alternatives made available by the Committee, including, without
limitation, the right to transfer all or a portion of the funds credited to the
Participant's or former Participant's Account among such available investment
alternatives. The Committee shall give written notice to the Participants and
former Participants of the investment alternatives, if any, available to them
for election. The Committee may change, add to or subtract from the investment
alternatives available at any time. Nothing contained in this section shall be
construed to give any Participant or former Participant any power or control to
make investment directions or to otherwise influence in any manner the
investment and reinvestment of assets of the Company. Nothing contained in this
section shall be construed to require the Company or the Committee to fund any
Participant's or former Participant's Account, and the investment alternatives
discussed herein shall be used solely as a means to determine the amount of
earnings and losses which shall be deemed to be credited to or debited from his
or her Account.

                                   ARTICLE VI
                            TERMINATION OF EMPLOYMENT

6.1   DEATH. If a Participant's employment with the Company terminated by reason
      of death, the Participant's or former Participant's balance in the Account
      as of the end of the following Plan Year will be paid to the Participant's
      Beneficiary as soon as administratively practicable after the end of such
      Plan Year.

6.2   DISABILITY OR RETIREMENT. If a Participant's or former Participant's
      employment with the Company terminates by reason of Disability or
      Retirement, the balance of the Participant's or former Participant's
      Account, as adjusted by deemed investment earnings and losses under
      Article V, will be paid in the form of a lump sum or periodic payments
      over a five (5) or ten (10) year period, as elected by the Participant or
      former Participant pursuant to Section 7.1.


                                       4

<PAGE>

                                   ARTICLE VII
                                  DISTRIBUTIONS

7.1   TIME OF REGULAR DISTRIBUTIONS. At the time of each deferral election, the
      Participant must select one of the following events which will cause the
      value of his or her Account, or subaccount, as appropriate, to be
      distributed:

      (a) Termination of employment;
      (b) Retirement; or
      (c) the attainment of the age specified by the Participant.

      Distributions will commence as soon as administratively practicable after
      the selected event and will be payable in a lump sum or periodic payments
      over a five or ten year period, in accordance with the Participant's or
      former Participant's election made at the time of his or her deferral
      election.

7.2   IRREVOCABLE CHANGE OF ELECTION OF TIME AND/OR FORM OF PAYMENT. In
      accordance with procedures established by the Committee, a Participant or
      former Participant may make a one-time irrevocable election to change the
      time and/or form of payment he or she previously selected under the Plan.
      Any such change election shall apply to all of the amounts credited to his
      or her Account. Any such change election must be made no later than 18
      months before the date on which such amounts were scheduled to be paid or
      commence to be paid under the Participant's or former Participant's
      original election. In addition, any such change election may not provide
      for a payment or commencement of payment that is earlier than 18 months
      after the date on which the change election is made. For purposes of
      calculating the 18-month period, such period will commence on the first
      day of the month immediately following the month in which the election is
      made.

7.3   EMERGENCY BENEFIT. In the event that the Committee, upon written petition
      of a Participant or former Participant who has not incurred a termination
      of employment, determines in its sole discretion that such Participant or
      former Participant has suffered an Unforeseeable Financial Emergency, such
      Participant or former Participant shall be entitled to a distribution in
      an amount not to exceed the lesser of (a) the amount determined by the
      Committee as necessary to meet such Participant's or former Participant's
      needs created by the Unforeseeable Financial Emergency or (b) the then
      value of such Participant's or former Participant's Account. Such benefit
      shall be paid in a single lump sum payment as soon as administratively
      practicable after the Committee has made its determinations with respect
      to the availability and amount of such benefit. If a Participant's or
      former Participant's Account is deemed to be invested in more than one
      investment fund, such benefit shall be distributed pro rata from each fund
      in which such Account is deemed to be invested. If a Participant's or
      former Participant's Account contains more than one distribution
      subaccount, such benefit shall be considered to have been distributed,
      first, from the subaccount with respect to which the earliest distribution
      would be made, then, from the subaccount with respect to which the next
      earliest distribution would be made, and continuing in such manner until
      the amount of such distribution has been satisfied.

      In the event that the Committee, upon written petition of a Participant,
      determines in its sole discretion that such Participant has suffered an
      Unforeseeable Financial Emergency or that such Participant will, absent
      termination of such Participant's Participant deferral election then in
      effect, suffer an Unforeseeable Financial Emergency, then the deferral
      election of such Participant then in effect, if any, shall be terminated
      as soon as administratively practicable after such determination. A
      Participant whose Participant deferral election has


                                       5

<PAGE>

      been so terminated may again make a new Participant deferral election for
      a subsequent Plan Year that commences at least twelve months after the
      effective date of such termination, if he satisfies the eligibility
      requirements set forth in Section 3.1, by effecting a new Participant
      deferral election for such Plan Year and within the time period prescribed
      by the Committee.

7.4   VOLUNTARY EARLY WITHDRAWAL WITH FORFEITURE PENALTY. Notwithstanding any
      Plan provisions to the contrary, before or after his termination of
      employment a Participant or former Participant may make written petition
      to the Committee to make a voluntary early withdrawal of the entire
      balance in his Account, in accordance with such procedures as the
      Committee shall determine from time to time. Upon approval of such a
      withdrawal request, the Participant or former Participant shall forfeit
      ten percent (10%) of his Account balance as of the most recent valuation
      date preceding the date of the withdrawal request. As soon as practicable
      after such withdrawal request is approved by the Committee, the Company
      shall pay the Participant or former Participant in a single lump sum in
      cash an amount equal to the lesser of (a) the requested amount and (b) the
      remaining available balance of such Account (determined as of the most
      recent valuation date preceding the date such election is filed and after
      deducting the forfeiture amount described in the preceding sentence).
      Participant deferrals for a Participant who elects to make a withdrawal
      under this Section 7.4 shall be discontinued for the remainder of the Plan
      Year in which such voluntary early withdrawal is made and for the entire
      following Plan Year.

7.5   PAYMENT OF WITHHOLDING AND OTHER TAXES. The Company shall withhold from
      payments under the Plan such amounts as are necessary to satisfy the
      Company's withholding obligations for federal, state or local taxes,
      unless the Participant otherwise satisfies such withholding requirements.

      To assist the Company in collecting any withholding or other taxes that
      shall become due as a result of a payment under this Article 7, a
      Participant, as a condition of participation in the Plan, shall make any
      arrangements requested by the Committee regarding the payment of federal,
      state or local taxes required by law to be withheld with respect to such
      amount.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

8.1   UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an unfunded
      plan for the purpose of providing deferred compensation for a select group
      of management or highly compensated employees of the Company. The Plan is
      only a general corporate commitment of the Company and each Participant or
      former Participant must rely solely upon the general credit of the Company
      for the fulfillment of its obligations hereunder. Under all circumstances
      the rights of a Participant or former Participant to any asset held by the
      Company will be no greater than the rights expressed in the Plan. Nothing
      contained in the Plan will constitute a guarantee by the Company that the
      assets of the Company will be sufficient to pay any benefits under the
      Plan or would place a Participant or former Participant in a secured
      position ahead of general creditors of the Company; the Participants and
      former Participants are only unsecured creditors of the Company with
      respect to their Plan benefits and the Plan constitutes a mere promise by
      the Company to make benefit payments in the future. No specific assets of
      the Company have been or will be set aside, or will be pledged in any way
      for the performance of the Company's obligations under the Plan which
      would remove such assets from being subject to the general creditors of
      the Company. It is intended that the Plan shall be unfunded for tax


                                       6

<PAGE>

      purposes and for purposes of Title I of ERISA. The Committee, in its sole
      discretion, may authorize the creation of a rabbi trust to assist the
      Company in meeting its obligations under the Plan provided that such trust
      is drafted in such a manner that the Plan will continue to be unfunded for
      tax purposes and for purposes of Title I of ERISA.

8.2   AGREEMENTS WITH PARTICIPANTS. To evidence and formalize participation in
      the Plan, each Participant shall be required to enter into one or more
      agreements with the Company which shall contain such provisions as may be
      established from time to time by the Committee.

8.3   NON-TRANSFERABILITY OF RIGHTS. The right of a Participant, former
      Participant or any other person to the payment of benefits under the Plan
      may not be assigned or transferred in whole or in part either directly or
      by operation of law or otherwise except, in the event of the Participant's
      or former Participant's death, by will or by the laws of descent and
      distribution. Such limitation or transfer shall include, but not limited
      to, transfer by way of execution, levy, garnishment, attachment, pledge,
      bankruptcy or transfer in any other manner.

8.4   BENEFICIARY DESIGNATIONS. Each Participant and former Participant may
      file, on a form provided by the Committee, a written election designating
      one or more Beneficiaries with respect to any amounts payable under the
      Plan in the event of the Participant's or former Participant's death. A
      Participant or former Participant may amend such Beneficiary designation
      at any time; provided, however, that such amended designation shall not be
      effective unless and until received by the duly authorized representative
      of the Company prior to such Participant's or former Participant's death.
      If no Beneficiary is named by the Participant, any amount payable under
      the Plan will be paid to the Participant's or former Participant's estate.

8.5   APPLICABLE LAW. The Plan and all actions taken pursuant to the Plan shall
      be governed by, and construed in accordance with the laws of the State of
      Kansas, to the extent not preempted by ERISA.

8.6   RIGHTS OF PARTICIPANTS. The designation of an employee as a Participant
      shall not give any such person any right to be retained in the employ of
      the Company.

8.7   INDEMNITY. To the extent permitted by applicable law, the Company shall
      indemnify and save harmless the Board of Directors of Yellow Corporation,
      each member of the Committee, and each delegate of the Committee against
      any and all expenses, liabilities and claims (including legal fees
      incurred to investigate or defend against such liabilities and claims)
      arising out of their discharge in good faith of responsibilities under or
      incident to the Plan. Expenses and liabilities arising out of willful
      misconduct shall not be covered under this indemnity. This indemnity shall
      not preclude such further indemnities as may be available under insurance
      purchased by the Company or provided by the Company under any bylaw,
      agreement, vote of stockholders or disinterested directors or otherwise,
      as such indemnities are permitted under applicable law.

8.8   AMENDMENT OR TERMINATION OF PLAN. The Committee may alter, amend or
      terminate the Plan at any time or from time to time for any reason
      including change of the Company's financial circumstances. However, no
      such amendment or termination of the Plan shall adversely affect any
      rights of a Participant or former Participant with respect to the balance
      credited to the Participant's or former Participant's Account accrued as
      of the date on which the Plan is amended or terminated.


                                       7

<PAGE>

8.9   SEVERABILITY. The invalidity or unenforceability of any one or more
      provisions of the Plan shall not affect the validity or enforceability of
      any other provision of the Plan, which shall remain in full force and
      effect.

8.10  NOTICES. All notices under the Plan shall be addressed to the Committee.


                                       8

<PAGE>

      IN WITNESS WHEREOF, the Plan has been duly executed as of ____________ day
of ______________________________, 2002 to be effective January 1, 2003.

                                         YELLOW CORPORATION

                                         BY:
                                            ------------------------------

                                         TITLE:
                                               ---------------------------


                                       9



<PAGE>
                                                                   EXHIBIT 10.15

                               YELLOW CORPORATION
                       DIRECTORS' STOCK COMPENSATION PLAN

                                OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (this "Agreement"), made this 2nd day of
January, ___________, between Yellow Corporation, a Delaware corporation (the
"Company"), and [director's name] (the "Grantee"), evidences the agreement made
between the Company and the Grantee by virtue of the Grantee's acceptance of the
Stock Option (the "Option"), granted under the Yellow Corporation Amended
Directors' Stock Compensation Plan (the "Plan").

      1. Grant; Number of Shares. The Grantee has been granted an Option
covering 2,000 shares of the common stock of the Company.

      2. Exercise Price. The price at which shares may be acquired on exercise
of the Option is $ [closing price on date of grant] per share.

      3. Term of Option. The term of the Option is from January 2, _______,
until the close of business at the executive offices of the Company on January
2, [five years from date of grant].

      4. When Option Becomes Exercisable. Except as otherwise provided in
Section 5 below, all shares become exercisable on July 1, [same year as date of
grant]. Once shares become exercisable, they may be exercised in part or in
whole from that date through January 2, [five years from date of grant].

      5. Acceleration of Exercisability.
 Notwithstanding the provisions of
Section 4 of this Agreement:

      (a) If the Grantee's membership on the Board terminates by reason of
retirement following attainment of age 70, disability, or not being renominated
or re-elected to the Board, all outstanding options held by Grantee shall

<PAGE>

become fully exercisable and may be exercised in whole and part for a period of
one year from the date upon which the Director ceases to be a director; provided
in no event shall any options be exercisable beyond the period provided for in
Section 4, above. If Grantee's membership on the Board terminates by reason of
Grantee's resignation or death, all outstanding options held by Grantee, but
only to the extent then exercisable, may be exercised by the Grantee (or, in the
event of the Grantee's death, the person or persons to whom such Option passes
by will or the laws of descent and distribution) in whole or in part for a
period of one year from the date of such resignation or death; provided in no
event shall any options be exercisable beyond the period provided for in Section
4 above. If Grantee's membership on the Board is terminated for cause, all
outstanding options held by such Grantee shall immediately expire upon such
termination.

      (b) If the Company is wholly or partially liquidated, or is a party to a
merger, consolidation or reorganization in which it is not the surviving entity,
this Option shall become immediately exercisable.

      6. Method of Exercise. Rights presented by this Option shall be exercised
by written notice that shall state:

      (a) The election to exercise those rights;

      (b) The number of shares in respect to which the Option is being
exercised;

      (c) The person(s) in whose name the stock certificate(s) receivable on
exercise of the Option are to be registered; and

      (d) The address and social security number of each such person.


                                       2

<PAGE>

      The notice shall be signed by the person(s) entitled to exercise and
option and, if the Option is being exercised by a person or persons other than
the Grantee, shall be accompanied by proof, satisfactory to the Company, of the
right of such person(s) to exercise the Option. Payment of the purchase price of
any shares shall be either by (1) personal check, which must be delivered with
the notice of exercise; (2) surrender of shares of Company stock certificates
for which shares transferring ownership to the Company must accompany the notice
(this Option may be combined with the first Option to allow payment in both
stock and cash); or (3) cashless exercise pursuant to the cashless exercise
program that the Company so long as such cashless exercise is not prohibited by
law. As a condition of the exercise of the Option, the Company may require the
person(s) exercising the Option to make any representation, warranty or
undertaking required by any applicable law or regulation. A notice of exercise
is effective from and after it is received by the Secretary of the Company.

      7. Transferability of Option. The Option granted to grantee may be
transferred to a member or members of the Grantee's immediate family, or to a
trust for the benefit of such immediate family member(s), or a partnership in
which such immediate family member(s) are partners. For purposes of this
provision, a Grantee's immediate family shall mean the Grantee's spouse,
children and grandchildren. Options may also be transferred pursuant to a
qualified domestic relations order.

      8. Option Subject to Plan. A copy of the Plan is attached to this
Agreement. The provisions of the Plan as now in effect are hereby incorporated
in this Agreement by reference as though fully set forth herein. Grantee


                                       3

<PAGE>

acknowledges that he or she has received, reviewed, and understands the Plan,
including the provisions of the Committee's decision on any matter arising out
of the Plan is conclusive and binding.

      9. Definitions. Unless redefined herein, all terms defined in the Plan
have the same meaning when used in this Agreement.

      10. Registration. Notwithstanding anything else in this Plan, this Option
is not exercisable until such time as the Company complies with all regulatory
requirements regarding registration of the shares to be issued under the terms
of the Plan.

                                            YELLOW CORPORATION


                                            By:
                                               -----------------------------

                                            Title:
                                                 ---------------------------

                                            GRANTEE


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


                                       4


<PAGE>
                                                                   EXHIBIT 10.16

                               YELLOW CORPORATION
                       DIRECTORS' STOCK COMPENSATION PLAN

                                OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (the "Agreement"), made this 2nd day of
January, ________, between Yellow Corporation (the "Company"] [name of director]
(the "Grantee"), evidences the agreement made between the Company and the
Grantee by virtue of the Grantee's acceptance of the Stock Option (the
"Option"), granted under the Company's Directors' Stock Compensation Plan.

      1. Grant; Number of Shares. The Grantee has been granted an Option
covering 2,000 shares of the common stock of the Company.

      2. Exercise Price. The price at which shares may be acquired on exercise
of the Option is $______ per share.

      3. Term of Option. The term of the Option is from January 2, ______, until
the close of business at the executive offices of the Company on January 2,
[fifth anniversary of date of grant].

      4. When Option Becomes Exercisable. Except as otherwise provided in
Paragraph 5, all shares become exercisable on July 1, [six months from date of
grant]. Once shares become exercisable, they may be exercised in part or in
whole from that date through [fifth anniversary of date of grant].

      5. Acceleration of Exercisability. Notwithstanding the provisions of
Paragraph 4 of this Agreement:

      (a) If the Grantee's
 membership on the Board terminates by reason of
retirement following attainment of age 70, disability, or not being renominated
or re-elected to the Board, all outstanding options held by Grantee shall become
fully exercisable and may be exercised in whole and part for a period of 


<PAGE>

one year from the date upon which the Director ceases to be a director provided
in no event shall any options be exercisable beyond the period provided for in
Paragraph 4, above. If Grantee's membership on the Board terminates by reason of
Grantee's resignation or death, all outstanding options held by Grantee, but
only to the extent then exercisable, may be exercised by the Grantee (or, in the
event of the Grantee's death, the person or persons to whom such Option passes
by will or the laws of descent and distribution) in whole or in part for a
period of one year from the date of such resignation or death, provided in no
event shall any options be exercisable beyond the period provided for in
Paragraph 4, above. If Grantee's membership on the Board is terminated for
cause, all outstanding options held by such Grantee shall immediately expire
upon such termination.

      (b) If the Company is wholly or partially liquidated, or is a party to a
merger, consolidation or reorganization in which it is not the surviving entity,
this Option shall become immediately exercisable.

      6. Method of Exercise. Rights presented by this Option shall be exercised
by written notice which shall state:

      (a) The election to exercise those rights;

      (b) The number of shares in respect to which the Option is being
exercised;

      (c) The person(s) in whose name the stock certificate(s) receivable on
exercise of the Option are to be registered; and

      (d) The address and social security number of each such person.

      The notice shall be signed by the person(s) entitled to exercise and
option and, if the Option is being exercised by a person or persons other than


                                       2

<PAGE>

the Grantee, shall be accompanied by proof, satisfactory to the Company, of the
right of such person(s) to exercise the Option. Payment of the purchase price of
any shares shall be either by (1) personal check, which must be delivered with
the notice of exercise; (2) surrender of shares of Company stock certificates
for which shares transferring ownership to the Company must accompany the notice
(this Option may be combined with the first Option to allow payment in both
stock and cash); or (3) cashless exercise pursuant to the cashless exercise
program offered by the Company. As a condition of the exercise of the Option,
the Company may require the person(s) exercising the Option to make any
representation, warranty or undertaking required by any applicable law or
regulation. A notice of exercise is effective from and after it is received by
the Secretary of the Company.

      7. Transferability of Option. The Option granted to grantee may be
transferred to a member or members of the Grantee's immediate family, or to a
trust for the benefit of such immediate family member(s), or a partnership in
which such immediate family member(s) are partners. For purposes of this
provision, a Grantee's immediate family shall mean the Grantee's spouse,
children and grandchildren. Options may also be transferred pursuant to a
qualified domestic relations order.

      8. Option Subject to Plan. A copy of the Plan is attached to this
Agreement. The provisions of the Plan as now in effect are hereby incorporated
in this Agreement by reference as though fully set forth herein. Grantee
acknowledges that he or she has received, reviewed, and understands the Plan,
including the provisions of the Committee's decision on any matter arising out
of the Plan is conclusive and binding.


                                       3

<PAGE>

      9. Definitions. Unless redefined herein, all terms defined in the Plan
have the same meaning when used in this Agreement.

      10. Registration. Notwithstanding anything else in this Plan, this Option
is not exercisable until such time as the Company complies with all regulatory
requirements regarding registration of the shares to be issued under the terms
of the Plan.


                                            YELLOW CORPORATION


                                            By:
                                               -----------------------------

                                            Title:
                                                 ---------------------------

                                            GRANTEE


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


                                       4


<PAGE>
                                                                   EXHIBIT 10.20

                                OMNIBUS AMENDMENT

            THIS OMNIBUS AMENDMENT is entered into as of December 31, 2002 by
and among Yellow Transportation, Inc., an Indiana corporation f/k/a Yellow
Freight System, Inc. (the "ORIGINATOR"), Yellow Receivables Corporation, a
Delaware corporation (the "SPV" or the "SELLER"), Falcon Asset Securitization
Corporation ("FALCON") and Bank One, NA (formerly known as The First National
Bank of Chicago), individually (the "INVESTOR") and as agent (in such capacity,
the "AGENT"), with respect to (a) that certain Receivables Sale Agreement, dated
as of August 2, 1996 by and between the Originator and the SPV as heretofore
amended (the "EXISTING SALE AGREEMENT"), and (b) that certain Amended and
Restated Receivables Purchase Agreement, dated as of July 30, 1999, among the
SPV, Falcon, the Investor and the Agent as heretofore amended (the "EXISTING
PURCHASE AGREEMENT" and, together with the Existing Sale Agreement, the
"EXISTING AGREEMENTS").

                              W I T N E S S E T H :

                  WHEREAS, the Originator, the SPV, Falcon, the Investor and the
            Agent are parties to one or both of the Existing Agreements; and

            WHEREAS, the parties hereto desire to amend the Existing Agreements
                  as hereinafter set forth;

            NOW, THEREFORE, in consideration of the premises herein contained,

and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

            1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meanings as attributed to such terms in the Existing
Agreements.

            2. AMENDMENTS.

            2.1. Section 1.5.7 of the Existing Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

            Section 1.5.7. Repurchase Option. The Seller shall have the right,
      by prior written notice to the Agent given in not less than the Required
      Notice Period, at any time to repurchase from the Purchasers all, but not
      less than all, of the then outstanding Receivable Interests. The purchase
      price in respect thereof shall be an amount equal to the Aggregate Unpaids
      through the date of such repurchase, payable in immediately available
      funds. Such repurchase shall be without representation, warranty or
      recourse of any kind by, on the part of, or against any Purchaser or the
      Agent.

            2.2. Section 11.14 of the Existing Purchase Agreement is hereby
amended by amending and restating the first sentence thereof to read as follows:

                        It is the intention of the parties hereto that each
                        purchase hereunder shall constitute an


<PAGE>

                        absolute and irrevocable sale for all purposes other
                        than financial accounting purposes, which purchase shall
                        provide the applicable Purchaser with the full benefits
                        of ownership of the applicable Receivable Interest.

            2.3. The definitions of "DEFAULTED RECEIVABLE" and "DELINQUENT
RECEIVABLE" in the Existing Purchase Agreement are hereby amended and restated
in their entirety to read, respectively, as follows:

            "DEFAULTED RECEIVABLE" means a Receivable: (i) as to which any
      payment, or part thereof, remains unpaid for 151 days or more from the
      original invoice date for such payment; (ii) as to which the Obligor
      thereof has taken any action, or suffered any event to occur, of the type
      described in Section 7.1(c) (as if references to the Seller therein refer
      to such Obligor); (iii) as to which the Obligor thereof, if a natural
      person, is deceased; or (iv) which has been identified by the Seller as
      uncollectible.

            "DELINQUENT RECEIVABLE" means a Receivable (other than a Defaulted
      Receivable) as to which any payment, or part thereof, remains unpaid for
      121 days or more but less than 151 days from the original invoice date for
      such payment.

            2.4. Section 7.1(d)(iii) of the Existing Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

            (iii) the average of the Default Ratios for each of the three
      consecutive calendar months then most recently ended shall exceed 3.25% at
      any time from and including January 1, 2003 through and including March
      31, 2003, or 3.00% at any time thereafter.

            2.5. The definition of "LOSS RESERVE PERCENTAGE" in the Existing
      Purchase Agreement is hereby amended and restated in its entirety to read
      as follows:

            "LOSS RESERVE PERCENTAGE" means, on any date of determination, (a)
      2.00, multiplied by (b) the highest of the past twelve rolling 3-month
      average Default Ratios, multiplied by (c) a fraction having a numerator
      equal to the aggregate amount of Receivables generated during the
      preceding 4 months and denominator equal to the Net Receivables Balance on
      the date of determination; PROVIDED, HOWEVER, that in no event shall the
      Loss Reserve Percentage be less than 16.5% at any time from and including
      January 1, 2003 through and including March 31, 2003, or 15% thereafter.

            2.6. Section 1.1(b) of the Existing Sale Agreement is hereby amended
by amending and restating the first sentence thereof to read as follows:


                                       2

<PAGE>

                        It is the intention of the parties hereto that each
                        Purchase of Receivables made hereunder shall constitute
                        a "sale of accounts," as such terms is used in Article 9
                        of the UCC for all purposes other than financial
                        accounting purposes, which sales are absolute and
                        irrevocable and provide the Buyer with the full benefits
                        of ownership of the Receivables.

            2.7. Section 4.2(e) of the Existing Sale Agreement is hereby amended
by (i) replacing "The" with "the" at the beginning of such Section and (ii)
inserting the phrase "Other than for financial accounting purposes," at the
beginning of such Section immediately before the phrase "the Originator will
not, and shall not".

            3. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and
the Purchasers to enter into this Amendment, each of the Originator and the SPV
hereby represents and warrants to the Agent and the Purchasers that after giving
effect to the amendments contained in Section 2 above, (a) no Servicer Default,
Event of Default, Potential Servicer Default or Potential Event of Default
exists and is continuing as of the Effective Date (as defined in Section 4
below), and (b) each of such Person's representations and warranties contained
in Section 2.1 of the Existing Sale Agreement (in the case of the Originator)
and Section 3.1 of the Existing Purchase Agreement (in the case of the SPV) is
true and correct as of the Effective Date.

            4. EFFECTIVE DATE. This Amendment shall become effective as of the
date first above written (the "EFFECTIVE DATE") when the Agent has received
counterparts of this Amendment, duly executed by each of the parties hereto.

            5. RATIFICATION. Each of the Existing Agreements, as modified
hereby, is hereby ratified, approved and confirmed in all respects.

            6. REFERENCE TO AGREEMENT. From and after the Effective Date hereof,
each reference in either of the Existing Agreements to "this Agreement",
"hereof", or "hereunder" or words of like import, and all references to either
of the Existing Agreements in any and all agreements, instruments, documents,
notes, certificates and other writings of every kind and nature shall be deemed
to mean such Existing Agreement, as modified by this Amendment.

            7. COSTS AND EXPENSES. The SPV agrees to pay all costs, fees, and
out-of-pocket expenses (including reasonable attorneys' fees and disbursements)
incurred by the Agent in connection with the preparation, execution and
enforcement of this Amendment.

            8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

            9. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


                                       3

<PAGE>

            IN WITNESS WHEREOF, the Originator, the SPV, Falcon, the Investor
and the Agent have executed this Amendment as of the date first above written.

Yellow TRANSPORTATION, INC.

By:
   ---------------------------------------
Name:
Title:


Yellow Receivables Corporation

By:
   ---------------------------------------
Name:
Title:


                                       4

<PAGE>

FALCON ASSET SECURITIZATION CORPORATION


By:
   -------------------------------------
         Authorized Signatory


BANK ONE, NA, INDIVIDUALLY AND AS AGENT

By:
   -------------------------------------
         Authorized Signatory


                                       5


<PAGE>

                                                                    EXHIBIT 13.1

                               Yellow Corporation

                               2002 Annual Report

                                 to Shareholders





<PAGE>
                     [BACKGROUND PHOTO OF MALE EMPLOYEE]



                              I AM THE NEW YELLOW.






                      Yellow Corporation 2002 Annual Report

<PAGE>
[YELLOW LOGO]

<PAGE>
                     I am one of more than 23,000 employees
                        who make global commerce work by
                   connecting people, places, and information.
                  I transport goods for some 400,000 customers.
                   And I deliver on the promise of a new kind
                      of transportation services provider.

<PAGE>
                       I automate transportation systems.
                      I connect a customer's materials and
                        finished products with critical,
                    time-sensitive data to streamline every
                            link in the supply chain.

<PAGE>
                  [BACKGROUND PHOTO OF FEMALE OFFICE EMPLOYEE]






                        I AM A DRIVER OF NEW ECONOMIES.

<PAGE>
                      I know how to combine a best-in-class
                  transportation network with state-of-the-art
                 technology to deliver not just transportation,
                          but transportation solutions.
                     I create peace of mind for my customers
                       and make transportation management
                       a source of competitive advantage.

<PAGE>
                 [BACKGROUND PHOTO OF MALE EMPLOYEE ON FORKLIFT]






                         I AM A PRODUCTIVITY SPARKPLUG.

<PAGE>
                      I run one of the most sophisticated
                       networks of trucks, trains, planes,
                        and ships anywhere on the planet.
                             I manage logistics for
                         thousands of deliveries a day-
                      seven
 days a week, 365 days a year.

<PAGE>
                [BACKGROUND PHOTO OF FEMALE EMPLOYEE DISPATCHER]







                             I AM COMMAND CENTRAL.

<PAGE>
                    I serve my customers and do what it takes
                         to exceed their expectations.
                    I anticipate the challenges, from weather
                         to customs to delivery times.
                  I ensure that each shipment arrives, intact,
                where it needs to be, when it needs to be there.
                         I work with a sense of urgency.

<PAGE>
         [BACKGROUND PHOTO OF FEMALE EMPLOYEE IN FRONT OF CITY SKYLINE]






                                I AM RELENTLESS.

<PAGE>
                     I manage a transportation network using
                          state-of-the-art technology.
                          I know the location of every
                        shipment with pinpoint accuracy.
                  Technology enables me to deliver shipments,
                         manage information, and improve
                            my customer's experience.

<PAGE>
            [BACKGROUND PHOTO OF MALE EMPLOYEE IN FRONT OF WORLD MAP]






                                I AM A NETWORK.

<PAGE>
                       I do what it takes to enable global
                          commerce by handling all the
                              complex challenges of
                        getting goods from where they are
                     to where they need to be--across town,
                             around the country, and
                              throughout the world.

<PAGE>
         [BACKGROUND PHOTO OF MALE EMPLOYEE IN FRONT OF TRUCKING FLEET]






                              I AM A GLOBAL FORCE.

<PAGE>
                             WE ARE THE NEW YELLOW.





                       Together, we are the new Yellow(R)-
               a comprehensive transportation services provider.
               We operate across the full transportation spectrum
                    from the database to the delivery point.

<PAGE>
                         THREE COMPONENTS. ONE COMPANY.





                  We are a new kind of transportation partner.
                           And when people say to us,
                       "I didn't know you could do that,"
                     we have a simple answer: Yes We Can(R).

<PAGE>
                    [CORE PURPOSE OVERLAPPING GRAPHIC BOXES]


                                                     Meridian IQ

              Yellow
              Transportation

                                     Core
                                    Purpose




                                                 Yellow
                                           Technologies


                         ONE COMPANY. ONE CORE PURPOSE.

             The Yellow organization is united by our core purpose:
                    making global commerce work by connecting
                        people, places, and information.


16

<PAGE>
YELLOW TRANSPORTATION

The mission of Yellow Transportation, our largest subsidiary, is to be the
leading provider of guaranteed, time-definite, defect-free, hassle-free
transportation services for business customers worldwide. We provide regional,
national, and international transportation and related services to some 400,000
customers by applying a wealth of resources: a transportation network backed by
state-of-the-art tracking and system management technology, the best people in
the industry, and superior customer service. We offer a comprehensive set of
transportation solutions, delivered by a team of technology-enabled customer
service professionals and through our web site, MyYellow.com. We've compiled a
superb track record of quality, reliability, and safety. We can get the job
done--and we do.

MERIDIAN IQ

By combining people, processes, and technology, Meridian IQ plans and
coordinates the movement of goods throughout the world. We deliver discipline
and efficiency to our customers' transportation processes through a complete
range of global transportation management services. Our web-native technology
allows companies to automate and enhance shipment planning, optimization, and
administration, while improving connectivity with their suppliers and customers.
Meridian IQ can manage inbound and outbound transportation on a global scale on
behalf of our customers. Our services range from complete transportation
solution design, implementation, and execution to brokerage and international
forwarding services that facilitate the movement of goods by any mode, anytime,
anywhere in the world. Ultimately, we improve our customers' supply chain
performance in pursuit of our vision: to be the recognized leader in global
transportation management services.

YELLOW TECHNOLOGIES

The 300-plus professionals of Yellow Technologies focus on a vital mission: to
provide innovative information solutions and exceptional technology services
that create a competitive advantage for Yellow businesses. We apply technology
to manage our transportation network more efficiently and to serve customers
more effectively. Yellow Technologies reflects our conviction that information
lies at the heart of any transportation challenge.


                                                                              17

<PAGE>
A BROAD PORTFOLIO OF SERVICE OFFERINGS



COMPREHENSIVE DOMESTIC COVERAGE

Standard Ground (TM) features extensive reach with direct delivery points
throughout North America. Standard Ground (TM) Regional Advantage offers fast
regional service in major metro-to-metro markets. Our growing NAFTA service
provides dedicated capabilities for shipments to and from Mexico and Canada.

GUARANTEED TIME-DEFINITE SOLUTIONS

Our Exact Express(R) service provides expedited, time-definite shipping using a
seamless combination of air and ground transportation resources and a commitment
to nothing less than 100 percent customer satisfaction-guaranteed. We also
provide guaranteed on-time service at standard transit times with continuous
shipment monitoring and proactive notification through our Definite Delivery(R)
service.

SPECIALIZED SERVICES

Yellow offers an array of focused services to meet specialized transportation
needs including Exhibit Services, Chemical Services, Return Goods Management,
Temperature-Controlled Shipping, and Multi-Modal and Specialized Equipment
Capabilities.



[EXACT EXPRESS LOGO]        [DEFINITE DELIVERY LOGO]      [STANDARD GROUND LOGO]


18

<PAGE>
ONE-STOP SHOPPING FOR YELLOW CUSTOMERS



GLOBAL TRANSPORTATION SERVICES

Yellow offers a complete range of global transportation management services for
companies worldwide. From design and implementation to planning and execution of
orders and shipments, Meridian IQ (TM) and Yellow Global (R) improve
connectivity with suppliers and trade partners. Our experienced transportation
management professionals coordinate the movement of shipments anywhere in the
world, via any mode, at any time.

TRANSPORTATION MANAGEMENT TOOLS

Yellow also provides a wealth of services designed to make the management of
transportation more efficient and more effective. Our 24/7 Customer Service
Centers use the latest technology to provide up-to-the-minute support. The
Yellow web site, MyYellow(R).com, is used by more than 100,000 customers to log
in, order, and track shipments. PowerTMS, our web-native transportation
management system delivered by Meridian IQ, handles everything from order
management to compliance monitoring and provides enhanced visibility for the
entire process.



[YELLOW GLOBAL LOGO]          [MYYELLOW.COM LOGO]             [MERIDIAN IQ LOGO]


                                                                              19

<PAGE>
DEAR SHAREHOLDER,

Yellow Corporation had an excellent year in 2002, and we are optimistic about
our future. As a result of our operating excellence and strategic progress, we
outperformed a struggling economy and a falling stock market. In fact, when I
reflect on the years since our turnaround began in 1997, I can say with
confidence that the "New Yellow" is continuing to move from vision to reality.
We enter 2003 with a focused strategy, a strong balance sheet, an outstanding
operating platform, and a dedicated and talented team. Our competitive position
has improved, and we are poised for growth.

WHAT THE NEW YELLOW ACCOMPLISHED

Our results for 2002 will have been thoroughly digested by the time this report
reaches shareholders, and highlights are interspersed throughout this letter and
detailed throughout the report. But a few metrics are worth noting here:
Earnings per share from continuing operations, excluding unusual items, nearly
doubled from $0.56 to $1.03. Operating income, excluding unusual items,
increased from $43.6 million to $55.3 million. And operating revenue increased
4.8 percent to $2.62 billion.

Our impressive performance has been driven by the Yellow strategy implemented
over the last several years, from a company operating in the less-than-truckload
market segment to a global transportation services and solutions provider backed
by a dedicated technology team. Our set of services and solutions broadened
during the year, and the company as a whole became more focused after the
spin-off of SCS Transportation (a Yellow subsidiary consisting of regional
companies, Saia Motor Freight Line and Jevic Transportation). 

The spin-off was important for three reasons. First, it enabled us to accelerate
growth as we pursue a more focused strategy. Second, it generated substantial
capital, complemented by the capital we raised in a very successful equity
offering in the second quarter. We used most of that capital to repay $237
million in debt- a reduction of 66 percent. We will use the additional capacity
we created to accelerate our future growth. Third, the spin-off has benefited
our shareholders, creating additional market value for


20

<PAGE>
[3D BAR CHART]


<TABLE>
<CAPTION>
                    1999             2000              2001               2002
<S>                 <C>              <C>               <C>                <C>    
         
                     411              382               361                124
</TABLE>




                     Yellow Total Debt (dollars in millions)


                                                                              21

<PAGE>
[3D BAR CHART]


<TABLE>
<CAPTION>
                    1999             2000              2001               2002
<S>                 <C>              <C>               <C>                <C>    

YELL Market Cap      427              527               673                802

SCST Market Cap                                                            145
</TABLE>




               Yellow Market Capitalization (dollars in millions)


22

<PAGE>
the combined companies. Our balance sheet is strong, and we ended the year with
a clear focus, a solid strategy, and growing momentum.

Part of that momentum can be attributed to the demise of one of our competitors,
Consolidated Freightways, which closed in September. This closure created a
market opportunity of $1.5 billion and, through focused planning and excellent
execution, Yellow captured an immediate increase in profitable business. We're
aggressively but prudently building market share in this industry.

Just as important as the opportunity to grow, of course, is the necessity of
profitability. Here we made great progress in 2002-one reason that our income
growth outpaced revenue growth so significantly. Today, approximately 80 percent
of our cost structure is variable, which means we are much more flexible in our
ability to respond to market changes. We will continue to work hard on improving
the bottom line by controlling costs, managing our customer mix, and increasing
our emphasis on higher-growth, higher-margin premium services such as Exact
Express. Not coincidentally, Exact Express grew by 36 percent in a flat economy,
a testament to our penetration strategy. 

Yellow continued to earn public recognition for its quality, technology, and
performance. In 2002, Yellow Transportation was recertified under ISO 9001:
2000, an important assessment of quality; significantly, this new certification
is a comprehensive measure of our overall operations. Our customers take comfort
from the quality they experience when dealing with Yellow, but this recognition
also provides an objective assessment of the quality we've built into our
business and that our people apply to their jobs every day.

In a tribute to our growing international capabilities, Yellow Global received
the President's "E" Award from the U.S. Department of Commerce for excellence in
export service--the nation's highest honor for exporting firms and service
organizations. Yellow continued to earn recognition for its technology prowess;
in InfoWeek magazine, we were ranked No. 8 on its list of the 500 top companies
for innovation in technology. And for the third year in a row, Yellow was
honored to be on Fortune magazine's list of "America's Most Admired Companies,"
where we were rated No. 1 in our industry for innovation and quality.


                                                                              23

<PAGE>
Finally, we salute four drivers whose excellence has been recognized on a
national scale. Veteran Yellow driver James March, from Lancaster, Pennsylvania,
was the Grand Champion in the 2002 ATA Driving Championships. That marks the
second year in a row a Yellow driver has won the Grand Champion title--an
incredible achievement. Three other Yellow drivers also excelled in the events:
Dave Murphy (Boise, Idaho) and Neil Nogues (Manchester, New Hampshire) placed
first and second, respectively, in their classes. And Charlie Brown (Kansas
City, Missouri) won the competition's Professional Excellence Award for the
driver who exemplifies the highest level of professionalism and a strong
commitment to safety. While we believe every Yellow driver represents our
commitment to safety and professionalism, these four drivers' achievements are
especially noteworthy.

WHAT THE NEW YELLOW IS TODAY: ONE-STOP SHOPPING

As previously noted, the spin-off of SCS Transportation resulted in a more
focused Yellow Corporation, and the New Yellow today consists of two operating
companies, Yellow Transportation and Meridian IQ, supported by Yellow
Technologies. Together, these companies enable us to focus on our core purpose:
making global commerce work by connecting people, places, and information.

At the heart of our company is asset-based Yellow Transportation: the people,
infrastructure, and systems that help our customers get their shipments to
destinations around the world on time. For the last several years, we have
broadened the capabilities of Yellow Transportation, and now have a full range
of transportation services used by some 400,000 customers: one-stop shopping.
Every Yellow Transportation service is backed by an experienced team of
technology-enabled professionals--an incredibly important ingredient in customer
satisfaction and peace of mind. Today, more than 100,000 customers are using
MyYellow.com to place orders, track shipments, and manage billing.

Those familiar with transportation services know our business has grown in
complexity, particularly with respect to the challenge of


24

<PAGE>
[LINE GRAPH]





                      Yellow Stock Performance (in dollars)


                                                                              25

<PAGE>
supply-chain management. Meridian IQ, launched in the first quarter of 2002,
provides complete transportation management solutions and state-of-the-art
technology to customers looking for supply-chain improvements and faster ROI.
Meridian IQ offers choices to business customers through flexible, scalable
web-native technology that helps them manage transportation services or allows
them to outsource the function entirely. Customers can get a Meridian IQ
solution up and running in as little as two months, considerably faster than
most competitive offerings. This growing component of the Yellow family adds
value through a seamless blending of people, expertise, and systems. As a
non-asset-based company, Meridian IQ responds to customer needs and challenges
with great speed and flexibility and will provide Yellow Corporation access to
better margins, accelerated growth, and improved return on capital.

We have consistently talked about the increased importance of the technology
component in transportation services. Our third Yellow subsidiary, Yellow
Technologies, consists of the people and the technologies that enable all our
employees to do their jobs better, to serve our customers more effectively, and
to make the business of transportation more efficient.

Three distinct components; one powerful company. That's the New Yellow. And
here's how we are going to take advantage of the opportunities we see before us.

WHAT THE NEW YELLOW WILL ACCOMPLISH

There are multiple growth opportunities ahead for Yellow. An economic
turnaround, when it occurs, will serve as a catalyst for growth. We can't
control the economy, but we can respond to economic and industry opportunities
and focus on building revenue, enhancing the bottom line, and expanding
shareholder value.

Today's Yellow Corporation has fully embraced the concept of one- stop shopping
for customers. Our much broader portfolio of services is providing more value
for our customers and, as a result, creating better returns for Yellow.
Value-added services--such as Exact Express--have


26

<PAGE>
generated higher growth, and offer higher margins than our more traditional
services. Meridian IQ enables us to offer customers a comprehensive
transportation management solution. We'll continue to add premium services as we
identify opportunities for growth, and we'll continue to improve our efficiency
so we can deliver better service that will exceed customer expectations.

Everyone at Yellow Corporation is excited and optimistic about the future of our
company. We are excited because we see an industry that is continuing to evolve
and is still absolutely essential to the global economy. Yellow is also
continuing to transform itself to provide leadership in this critical industry.

We are optimistic because of our many strengths. Those strengths include a
comprehensive portfolio of service offerings, a global network that offers
reliability, speed, and best-in-class technology, and one of the strongest
financial positions in our history. We are also optimistic because of our team
of 23,000 people, dedicated to exceeding customer expectations. They truly bring
our "Yes We Can" attitude to life. 

Thanks to Yellow employees for a job well done in 2002, thanks to our customers
for their loyalty, and thanks to our shareholders for their confidence and
support.




/s/ William D. Zollars

William D. Zollars                                 [PHOTO OF WILLIAM D. ZOLLARS]
Chairman of the Board,
President and Chief Executive Officer
Yellow Corporation


                                                                              27

<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations



Overview

Yellow Corporation (also referred to as "Yellow," "we" or "our") is a holding
company that through wholly owned operating subsidiaries offers its customers a
wide range of asset and non-asset-based transportation services integrated by
technology. Yellow Transportation, Inc. (Yellow Transportation) offers a full
range of regional, national and international services for the movement of
industrial, commercial and retail goods. Meridian IQ, LLC (Meridian IQ) is a
non-asset global transportation management company that plans and coordinates
the movement of goods worldwide to provide customers a single source for
transportation management solutions. Yellow Technologies, Inc. provides
innovative technology solutions and services exclusively for Yellow companies.

The following management's discussion and analysis explains the main factors
impacting our results of operations, liquidity and capital expenditures and the
critical accounting policies of Yellow. This information should be read in
conjunction with the accompanying financial statements and notes to the
financial statements. 

Forward-Looking Statements 

This entire annual report encompassing management's discussion and analysis and
certain statements in the Notes to Consolidated Financial Statements includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934,
as amended (each a "forward-looking statement"). Forward-looking statements
include those preceded by, followed by or include the words "should," "expects,"
"believes," "anticipates," "estimates" or similar expressions. Our actual
results could differ materially from those projected by these forward-looking
statements due to a number of factors, including without limitation, inflation,
labor relations, inclement weather, price and availability of fuel, competitor
pricing activity, expense volatility, changes in and customer acceptance of new
technology, changes in equity and debt markets and a downturn in general or
regional economic activity.


2002 Highlights

We initiated several strategic events that resulted in positive and significant
changes in 2002. The following either supported our strategic initiatives to
enhance our financial position, focused on our growth strategies or impacted the
business environment in which we operate.

Equity Offering

In April, we completed an equity offering of 3.9 million shares at a price of
$25.50 per share. We received $93.8 million of net proceeds from the offering.
The net proceeds were used to repay debt in order to provide capacity for
investments in our growth strategies.


28

<PAGE>
Meridian IQ Acquisitions

In July, Meridian IQ announced that it had acquired selected assets, consisting
primarily of customer contracts, of Clicklogistics, Inc. (Clicklogistics) for
nominal cash consideration. Clicklogistics provides non-asset transportation and
logistics management services.

In August, Meridian IQ completed the acquisition of MegaSys, Inc. (MegaSys), a
Greenwood, Indiana based provider of non-asset transportation and logistics
management services, for approximately $17 million. The acquisition price
primarily related to $9.3 million of goodwill and $7.1 million of identifiable
intangible assets. As part of the acquisition, Meridian IQ negotiated an earnout
arrangement, which provides for contingent consideration to be paid by Meridian
IQ upon MegaSys generating cash flow levels in excess of an established rate of
return through December 31, 2005. If reached, the earnout amount could increase
the purchase price up to an additional $18 million. We believe the acquisition
supports our plans to grow our non-asset-based business and be a single-source
transportation provider.

Continued Consolidation Within the Industry

On September 3, the trend of consolidation within the less-than-truckload (LTL)
industry continued when Consolidated Freightways, Inc. (CF) announced it was
filing for Chapter 11 bankruptcy. CF was the third largest national LTL carrier
with 2001 annual revenue of approximately $2 billion. Yellow Transportation
followed a disciplined and proactive approach regarding the acquisition of the
former CF business by evaluating each consumer relationship based on return on
investment and available capacity. As a result of this strategic approach,
Yellow Transportation had revenue growth on an annualized basis of approximately
$300 million, with incremental margin increases on that revenue base of at least
20 percent, while maintaining its quality of service. Future revenue and margin
results could vary depending on the economy and the retention of former CF
customers.

Spin-Off of SCS Transportation, Inc.

On September 30, we successfully completed the 100 percent distribution (the
spin-off ) of all of the shares of SCS Transportation, Inc. (SCST) to our
shareholders. Shares were distributed on the basis of one share of SCST common
stock for every two shares of Yellow common stock. As part of the spin-off
agreement, SCST paid Yellow approximately $114 million in cash and assumed debt
of $16 million for a total dividend of $130 million. We used the proceeds to
reduce debt and pay fees associated with the spin-off.

We do not anticipate future obligations or liabilities in addition to those
already recorded in our financial statements related to the spin-off. As a
result of the spin-off, our financial statements have 


                                                                              29

<PAGE>

Management's Discussion and Analysis of 
Financial Condition and Results of Operations



been reclassified to reflect SCST as discontinued operations for all periods
presented. Results of operations discussed below will focus on results from
continuing operations unless otherwise stated.

Stronger Financial Position

We believe that each of the events above improved our financial strength and
position in the market place. We reduced our total debt, including ABS
borrowings, since December 31, 2001 by $237 million, resulting in a balance of
$124 million at December 31, 2002. A leading financial indicator in our
industry, debt to capitalization net of available cash, was a solid 21.0 percent
as of December 31, 2002, an improvement over last year's 41.1 percent. We
believe our strong financial position allows us to compete more effectively
during economic downturns and invest in our strategic initiatives. Refer to the
Financial Condition section for further details of our liquidity and capital
expenditures.


Results of Operations

Consolidated Results

The following table summarizes the Statement of Consolidated Operations for the
three years ended December 31:


<TABLE>
<CAPTION>
                                                                                                    Percent Change
                                                                                                    --------------
(in millions)                          2002               2001              2000            2002 vs. 2001     2001 vs. 2000
                                       ----               ----              ----            -------------     -------------

<S>                                  <C>                <C>               <C>               <C>               <C>    
Operating Revenue                    $2,624.1           $2,505.1          $2,799.1               4.8%           (10.5)%
Operating Income                         46.9               38.2             126.7              22.8%           (69.9)%
Nonoperating
  Expenses, net                           9.3               20.8              21.6             (55.3)%           (3.7)%
Income from
  Continuing Operations                  24.0               10.6              61.6             126.4%           (82.8)%
Income (Loss) from
  Discontinued Operations              (117.9)               4.7               6.4               n/m(1)         (26.6)%
Net Income (Loss)                    $  (93.9)          $   15.3          $   68.0            (713.7)%          (77.5)%
</TABLE>


(1) Not meaningful.

2002 compared to 2001

Our 2002 operating revenue improved over 2001, primarily as a result of
increased volumes at Yellow Transportation from growth in premium services and
increased market share from the 


30

<PAGE>
CF closure. We also recognized additional revenue with a full year of Meridian
IQ activity, including the acquisitions of Clicklogistics and MegaSys.

Operating income in 2002 included $8.4 million of unusual charges mostly related
to the spin-off of SCST. Spin-off charges represented bank fees and external
legal and accounting services. Operating income also included higher corporate
expenses in 2002 mostly related to increased incentive compensation accruals of
$2.7 million and professional services of $1.6 million. These costs along with
the spin-off charges of $6.9 million are included under "Corporate" in the
Business Segments footnote.

Nonoperating expenses improved by $11.5 million in 2002 as a result of lower
interest charges on variable-rate debt and financing costs for our asset backed
securitization (ABS) obligations, due to both lower interest rates and lower
average borrowings. In addition, nonoperating costs in 2001 included a loss of
$5.7 million for our equity investment in Transportation.com. Since September
2001, when we acquired the remaining ownership in Transportation.com, results
for this entity have been consolidated under Meridian IQ and reported as
operating income or losses.

Our effective tax rate on continuing operations for 2002 was 36.2 percent
compared to 39.0 percent in 2001. The lower tax rate resulted from a variety of
factors, including decreased nondeductible business expenses and the
implementation of prudent tax planning strategies. Our notes to the financial
statements provide an analysis of the income tax provision and the effective tax
rate.

Our net loss of $93.9 million for 2002 occurred due to the impairment of
goodwill associated with Jevic Transportation, Inc. ( Jevic) and the spin-off of
SCST. We recorded a non-cash charge of $75.2 million in the first quarter of
2002 for the impairment of goodwill related to the acquisition of Jevic. In the
third quarter of 2002, we recorded a non-cash charge of $52.6 million for the
difference between the carrying value of SCST and the fair value, as determined
by the market capitalization of SCST at the spin-off date. Due to the non-cash
nature of the charges, neither charge resulted in tax benefits. As a result of
the spin-off, both non-cash charges and income from operations of $9.9 million
for SCST are reflected in discontinued operations on our Statement of
Consolidated Operations for 2002.

2001 compared to 2000

Our 11 percent decline in operating revenue from 2000 to 2001 resulted from a
significant decrease in volumes at Yellow Transportation. The variances between
2001 and 2000 were compounded even further due to the strength of the 2000
economic environment and our record profitability in that year. The 2001
economic slowdown was characterized by a large drop-off in business volumes in a
short period of time. The significant drop in volumes, resulting in our lowest
tonnage since 1987, created excess capacity in the industry and increased
pressure on pricing. 


                                                                              31

<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations



Operating income in 2001 included $5.4 million of unusual charges mostly related
to reorganization costs along with property gains and losses. The fluctuation in
unusual charges between years reduced operating income by $19.8 million, since
2000 included unusual benefits of $14.4 million as a result of significant net
property gains. The net property gains in 2000 primarily consisted of a $20.7
million pretax gain on the sale of real estate property in New York and a $6.5
million pretax loss on obsolete computer aided dispatch technology, both at
Yellow Transportation.  

Yellow Transportation Results

The table below provides summary information for Yellow Transportation for the
three years ended December 31:


<TABLE>
<CAPTION>
                                                                     Percent Change
                                                                     --------------
(in millions)            2002          2001         2000     2002 vs. 2001    2001 vs. 2000
                         ----          ----         ----     -------------    -------------
<S>                   <C>           <C>          <C>         <C>              <C>    

Operating Revenue     $ 2,547.1     $ 2,492.3    $ 2,777.8        2.2%          (10.3)%
Operating Income           70.6          55.9        141.8       26.3%          (60.6)%
Operating Ratio            97.2%         97.8%        94.9%       0.6pp          (2.9)pp
</TABLE>


2002 compared to 2001

As discussed under our consolidated results, Yellow Transportation realized
increased volumes in 2002 over 2001 as a result of its premium services and
market share growth from the CF closure in September. Our LTL shipment volumes
increased by 2.3 percent in 2002 from 2001. Prior to the CF closure, volumes
were flat in 2002 compared to 2001. A primary indicator of pricing, LTL revenue
per hundred weight excluding fuel surcharge, was up 1.9 percent in 2002 compared
to 2001. The increase in volume and price resulted from a disciplined approach
to reviewing customer mix and specific yield management efforts.

Premium services, an integral part of our strategy to offer a broad portfolio of
services and meet the increasingly complex transportation needs of our
customers, continued to produce favorable operating results. Premium services at
Yellow Transportation include, among others, Exact Express(R), expedited and
time-definite ground service with a 100 percent satisfaction guarantee; and
Definite Delivery(R), a guaranteed on-time service with constant shipment
monitoring and notification. Consolidated Exact Express(R) revenue increased by
36 percent and Definite Delivery(R) revenue increased by 26 percent in 2002 from
2001. Yellow Transportation also offers Standard Ground(TM) Regional Advantage,
a high-speed service for shipments moving between 500 and 1,500 miles. Standard
Ground(TM) Regional Advantage revenue represented more than 23 percent of total
Yellow Transportation revenue in 2002. This service provides higher utilization
of assets by more direct loading and bypassing intermediate handling at
distribution centers.


32

<PAGE>
Yellow Transportation realized improved operating income of $14.7 million from
2001 to 2002, despite increased costs for wages and benefits, workers'
compensation and bad debt expense in 2002. Contractual wage and benefit
increases combined with higher volumes impacted expense by over $37 million.
Improved productivity and a variance in the labor mix partially offset the
increased wages. In addition, effective cost management over operating supplies
and administrative costs reduced expense by approximately $18 million from 2001.

As a result of increased costs per claim and longer duration of cases over the
past several years, the projected ultimate costs of workers' compensation claims
was higher than originally anticipated. This occurred despite the continued
improvement of safety statistics at Yellow Transportation in 2002 compared to
2001. Workers' compensation expense increased by $16.0 million in 2002 from
2001. Yellow Transportation added additional resources to manage these claims.

Bad debt expense also had a negative impact on Yellow Transportation results,
increasing by $11.5 million in 2002 from 2001. The increase resulted from a
trend of additional write-offs partially due to the negative impact of the
economy on certain customers and their ability to pay. Yellow Transportation
added additional collection personnel and enhanced its credit policies regarding
new and continuing customers.

2001 compared to 2000

Yellow Transportation operating revenue in 2001 declined significantly from 2000
due to the weak economy. The impact of a 13.5 percent decrease in shipment
volumes from 2000 to 2001 was only partially offset by a 2.9 percent improvement
in revenue per hundred weight. A general rate increase averaging 4.9 percent
went into effect August 1, 2001 on approximately half of the revenue base not
covered by contracts. The increase, partially offset by discounting and a
decreasing fuel surcharge, was the primary factor for the improved revenue per
hundred weight.

In 2001, Yellow Transportation completed implementation of a new high-speed
network started in 2000. Standard Ground(TM) Regional Advantage service made
Yellow competitive with regional carriers in two- and three-day service lanes.
The new network created operational efficiencies and the service generated
positive feedback from customers. 

Effective cost management and lower business volumes allowed Yellow
Transportation to reduce operating expenses by approximately 75 percent of the
decrease in revenue for 2001. As LTL networks traditionally have high fixed
costs, this reduction was a significant improvement from prior years. Lower
business volumes and an aggressive, proactive program of staff reductions in
both the labor and management ranks resulted in 7.0 percent lower salaries,
wages and benefits expense, more than offsetting wage and benefit cost
increases. Curtailing discretionary spending and modifying operating procedures
to improve load average and increase direct loading achieved further savings.


                                                                              33

<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations



Meridian IQ Results

Meridian IQ was formed in January of 2002, and formally launched in March, as
the Yellow platform for non-asset-based transportation services. Meridian IQ
provides a wide range of transportation solutions and offers the following
services: International Forwarding and Customs Brokerage by arranging for the
administration, transportation and delivery of goods to over 88 countries;
Multi-modal Brokerage Services by providing companies with access to volume
capacity and specialized equipment; Domestic Forwarding and Expedited Services
through arranging guaranteed, time definite transportation for companies within
North America; and Transportation Solutions and Technology Management using
web-native systems enabling customers to manage their transportation needs.

Due to the recent formation of Meridian IQ, we evaluated 2002 results based on
sequential growth month over month. Net operating revenue for 2002 was $81.8
million and operating losses were $2.7 million. Meridian IQ had consistent
revenue and operating income improvement, with modestly profitable results in
the second half of 2002. Meridian IQ results were consistent with our
expectations for this newly formed entity.

In September 2001, we completed the acquisition of the remaining ownership in
Transportation.com from our venture capital partners. Prior to the acquisition,
we accounted for our investment in Transportation.com as an unconsolidated joint
venture under the equity method of accounting. Accordingly, nonoperating
expenses included losses of $5.7 million and $3.3 million in 2001 and 2000,
respectively. As of the acquisition date, we consolidated Transportation.com, as
well as our other non-asset-based services, under Meridian IQ.



Financial Condition

Liquidity

Our liquidity needs arise primarily from capital investment in new equipment,
land and structures, and information technology, as well as funding working
capital requirements. To provide short-term and longer-term liquidity, we
maintain capacity under a bank credit agreement and an ABS agreement involving
Yellow Transportation accounts receivable. We believe these facilities provide
adequate capacity to fund current working capital and capital expenditure
requirements. It is not unusual for us to have a deficit working capital
position, as we can operate in this position due to rapid turnover of accounts
receivable, effective cash management and ready access to funding.


34

<PAGE>
Bank Credit Agreement

We maintain a $300 million bank credit agreement scheduled to expire in April
2004. In addition to funding short-term liquidity needs, we also use the
facility to provide letters of credit that reduce available borrowings under the
credit agreement. Letters of credit serve as collateral for our self-insurance
programs, primarily in the areas of workers' compensation and bodily injury and
property damage. Collateral requirements for letters of credit increased
significantly in 2002 as insurance providers responded to the events of
September 11, 2001 and the bankruptcies of several large companies. In addition,
the availability of surety bonds, an alternative form of self-insurance
collateral, decreased due to the same factors. The price and availability of
surety bonds fluctuates over time with general conditions in the insurance
market. In 2002, the lack of availability of surety bonds resulted in the need
for us to issue additional letters of credit. The following table summarizes the
availability under the bank credit agreement as of December 31 for each period
presented:


<TABLE>
<CAPTION>
(in millions)                                          2002               2001
                                                     -------            -------

<S>                                                  <C>                <C>    
Total capacity                                       $ 300.0            $ 300.0
Outstanding borrowings                                    --              (85.0)
Letters of credit                                     (146.2)             (89.9)
                                                     -------            -------
Available unused capacity                            $ 153.8            $ 125.1
                                                     =======            =======
</TABLE>


Our outstanding letters of credit at December 31, 2002 included $10.6 million
for property damage and workers' compensation claims against SCST. Yellow agreed
to maintain the letters of credit outstanding at the spin-off date until SCST
obtained replacement letters of credit or third party guarantees. SCST agreed to
use its reasonable best efforts to obtain these letters of credit or guarantees,
which in many cases would allow Yellow to obtain a release of its letters of
credit. SCST also agreed to indemnify Yellow for any claims against the letters
of credit provided by Yellow. SCST reimburses Yellow for all fees incurred
related to the remaining outstanding letters of credit. We also provide a
guarantee of $6.6 million regarding certain lease obligations of SCST.

Asset Backed Securitization Facility

Our ABS facility provides us with additional liquidity and lower borrowing costs
through access to the asset backed commercial paper market (ABCP). By using the
ABS facility, we obtain a variable rate based on the A1 commercial paper rate
plus a fixed increment for utilization and administration fees. A1 rated
commercial paper comprises more than 90 percent of the commercial paper market,
significantly increasing our liquidity. We averaged a rate of 2.3 percent on the
ABS facility in 2002. 


                                                                              35

<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations



Process for the ABS

Borrowing under our ABS facility involves two primary steps. In the first step,
Yellow Transportation sells an ongoing pool of receivables to a special purpose
entity, Yellow Receivables Corporation (YRC). YRC is a wholly owned consolidated
subsidiary of Yellow Transportation designed to isolate the receivables for
bankruptcy purposes. 

As the second step, YRC transfers the receivables to a conduit administered by a
large financial institution. The conduit bundles the receivables from Yellow and
numerous unrelated companies and then sells them to investors as ABCP. The
conduit receives the proceeds from investors and forwards them to YRC who then
forwards the proceeds to Yellow Transportation. Repayments of these obligations,
along with related charges, occur in the reverse sequence of the steps just
described.

The table below provides the borrowing and repayment activity, as well as the
resulting balances, for the years ending December 31 of each period presented:


<TABLE>
<CAPTION>
(in millions)                                               2002          2001
                                                          -------       -------


<S>                                                       <C>           <C>    
ABS obligations outstanding at January 1                  $ 141.5       $ 177.0
Transfer of receivables to conduit (borrowings)             421.5         152.0
Redemptions from conduit (repayments)                      (513.0)       (187.5)
                                                          -------       -------
ABS obligations outstanding at December 31                $  50.0       $ 141.5
                                                          =======       =======
</TABLE>


Our ABS facility involves receivables of Yellow Transportation only and has a
limit of $200 million. Under the terms of the agreement, Yellow Transportation
provides servicing of the receivables and retains the associated collection
risks. Although the facility has no stated maturity, there is an underlying
letter of credit with the administering financial institution that has a 364-day
maturity.


Accounting for the ABS

Prior to December 31, 2002, activity under the ABS facility was treated as a
sale of assets for financial reporting purposes. As a result, we did not reflect
the receivables sold by YRC to the conduit and the related ABS obligations on
our Consolidated Balance Sheets. However, we provided this information in the
notes to the financial statements and management's discussion and analysis when

discussing our financial position.


36

<PAGE>
On December 31, 2002, we amended the ABS agreement to provide YRC the right to
repurchase, at any time, 100 percent of the receivable interests held by the
conduit. Prior to the amendment, the right to repurchase receivable interests
was limited to instances when ABS borrowings were below $10 million, or 5
percent of the $200 million limit. The amendment does not alter the costs
associated with operating the ABS facility. Due to the amendment, we will
reflect the ABS activity as a financing activity rather than a sale of assets.
This will result in changes to our financial reporting as summarized in the
following table:


<TABLE>
<CAPTION>
                            At December 31, 2002 and       Prior to the December 31,
Financial Statement         for the periods thereafter     2002 amendment
-------------------         --------------------------     -------------------------
<S>                         <C>                            <C>
                                                          
Consolidated                Receivables transferred        Receivables sold by YRC
Balance Sheets              will be reflected under        to the conduit were not
                            "Accounts receivable"          reflected
                                                          
Consolidated                Amounts borrowed will be       Amounts borrowed were
Balance Sheets              reflected as current           not reflected
                            liabilities                   
                            under "ABS borrowings"        
                                                          
Statements of               ABS facility charges will      Reflected as "ABS facility
Consolidated Operations     be reflected as "Interest      charges" in nonoperating
                            expense"                       expenses
                                                          
Statements of               Financing activities will      Operating activities were
Consolidated Cash Flows     increase by the amount of      increased by the amount of
                            ABS borrowings and             receivables sold and
                            decrease by the amount         decreased by the amount
                            of repayments                  of repayments
</TABLE>


We believe that reflecting the assets and liabilities associated with the ABS
facility on our financial statements makes it easier for investors to understand
our financial position. If the ABS had been reflected on our December 31, 2001
balance sheet, accounts receivable would have been $266.4 million compared to
the December 31, 2002 balance of $327.9 million. Total debt including the ABS
obligations would have been $361.5 million at December 31, 2001 compared to
$124.3 million at December 31, 2002.


                                                                              37

<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations



Free Cash Flow

We use free cash flow as a measurement to manage working capital and capital
expenditures. Free cash flow indicates excess cash available to fund additional
capital expenditures, to reduce outstanding debt, or to invest in our growth
strategies. This measurement is used for internal management purposes and should
not be construed as a better measurement than net cash from operating activities
as defined by generally accepted accounting principles. The following table
illustrates our calculation for determining free cash flow for the years ended
December 31: 


<TABLE>
<CAPTION>
(in millions)                                               2002         2001
                                                           -------      -------


<S>                                                        <C>          <C>    
Net cash from operating activities                         $  43.1      $  88.3
Net change in operating activities of discontinued           (17.3)       (76.1)
operations
Accounts receivable securitizations, net                      91.5         35.5
Net property and equipment acquisitions                      (82.8)       (81.4)
Proceeds from stock options                                   13.7         16.6
                                                           -------      -------
Free cash flow                                             $  48.2      $ (17.1)
                                                           =======      =======
</TABLE>




The improvement of $65.3 million in free cash flow from 2001 to 2002 resulted
primarily from increases in income from continuing operations of $13.4 million,
claims and insurance of $18.1 million, accounts payable of $19.6 million and
other working capital fluctuations of $136.0 million. Increased accounts
receivable, resulting from higher revenue levels in 2002 compared to 2001, of
$93.7 million mostly offset the improvements. Deferred income taxes also reduced
free cash flow by $15.3 million from 2001 to 2002. The remaining variance of
$12.8 million largely consisted of changes in stock option proceeds and equity
investments.

Other working capital fluctuations resulted primarily from performance incentive
accruals, income tax refunds and prefunded benefit contributions. Incentive
accruals accounted for $44.0 million of the fluctuation between 2001 and 2002.
Due to favorable operating results in 2000, cash incentives of $30.0 million
were paid in 2001, causing a decrease in our free cash flow. In 2002, we did not
pay cash incentives related to 2001 operating results but did accrue $14.0
million, payable in early 2003, for 2002 performance. We increased the funding
of our prefunded benefit contribution by $15.0 million in 2001 from 2000. We
also accrued a receivable for income tax refunds of $10.5 million in 2001 that
we received in 2002, resulting in a $21.0 million variance. 

The items discussed above impact net cash from operating activities in addition
to free cash flow. Other variances included in net cash from operating
activities were changes in accounts receivable securitizations related to our
ABS facility and net operating activities of discontinued operations. In 2001,
we reduced ABS obligations by $35.5 million. In 2002, we reduced ABS obligations
by $91.5


38

<PAGE>
million, thereby repaying $56.0 million more in 2002 than 2001. Changes in
operating activities of discontinued operations relate to SCST activity until
the spin-off. The variance primarily results from nine months of activity
compared to twelve months and changes in accounts receivable and accounts
payable of approximately $33 million.

Nonunion Pension Obligations 

We provide defined benefit pension plans for employees not covered by collective
bargaining agreements, or approximately 4,000 employees. Increases in our
pension benefit obligations combined with market losses in 2002 and 2001 have
negatively impacted the funded status of our plans, resulting in additional
funding and expense over the next several years. Due to these same factors, we
recorded an adjustment in 2002 to shareholders' equity of $30.8 million, net of
tax of $17.2 million, to reflect the minimum liability associated with the
plans. As we record the additional pension expense, we expect the minimum
liability reflected in shareholders' equity to decrease, as reflected in the
table below. Using our current plan assumptions of a 9.0 percent return on
assets and discount rate of 6.75 percent, we either recorded or expect to record
the following:


<TABLE>
<CAPTION>
                                                           Shareholders'
                                   Cash         Pension   Equity Increase/
(in millions)                     Funding       Expense    (Decrease)
                                  -------       -------   ----------------

<S>                               <C>           <C>       <C>    
2002 Actual                       $11.5          $14.4      $(30.8)
2003 Expected                      35.0           24.0         2.5
2004 Expected                      25.0           28.8         5.9
</TABLE>




Credit Ratings 

We have investment grade credit ratings, with stable outlooks, of Baa3 from
Moody's and BBB from Standard & Poor's. We expect to maintain investment grade
status for the foreseeable future. However, in the unlikely event we were to be
rated below investment grade, no ratings-driven triggers exist that would have
an immediate or material adverse impact on our liquidity.

Capital Expenditures

Our capital expenditures focus primarily on the replacement of revenue
equipment, land and structures, and additional investments in information
technology and acquisitions. As reflected on our Consolidated Balance Sheets,
our business remains capital intensive with significant investments in terminal
facilities and a fleet of tractors and trailers. We determine the amount and
timing of capital expenditures based on numerous factors, including anticipated
growth, economic conditions, new or expanded services, regulatory actions and
availability of financing.


                                                                              39




<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations

The table below summarizes our actual net capital expenditures by type:


<TABLE>
<CAPTION>
(in millions)                           2002        2001        2000
-------------                           ----        ----        ----
<S>                                    <C>         <C>         <C>
Revenue equipment                      $ 72        $ 58        $  72
Land, structures and technology          11          23           (1)
Acquisitions                             18          20            5
                                       ----        ----        -----
  Total excluding discontinued         $101        $101        $  76
Discontinued operations                  24          20           59
                                       ----        ----        -----
Total                                  $125        $121        $ 135
                                       ====        ====        =====
</TABLE>


Capital expenditures for 2002 included the Meridian IQ acquisitions of MegaSys
and Clicklogistics for a total of $18 million. We expect 2003 capital spending
to approximate $100 to $110 million, including about $65 million for replacement
of revenue equipment. Our philosophy is to consistently fund capital
expenditures even during economic downturns while still generating free cash
flow. We believe our strong financial condition and access to capital, as they
exist today, are adequate to fund our anticipated capital expenditures and
future growth opportunities.

Our expectation regarding our ability to fund our capital expenditures out of
existing financing facilities and cash flow is only our forecast regarding this
matter. This forecast may be substantially different from actual results. In
addition to the factors previously described in "Forward-Looking Statements",
the following factors could affect levels of capital expenditures: the accuracy
of our estimates regarding our spending requirements; the occurrence of any
unanticipated acquisition opportunities; changes in our strategic direction; and
the need to replace any unanticipated losses in capital assets.

Contractual Obligations and Other Commercial Commitments

The following tables provide aggregated information regarding our contractual
obligations and commercial commitments as of December 31, 2002. Most of these
obligations and commitments have been discussed in detail either in the
preceding paragraphs or the notes to the financial statements.


40

<PAGE>
Contractual Cash Obligations


<TABLE>
<CAPTION>
                                                  Payments Due by Period
                                    -------------------------------------------------
                                    Less than         2-3         4-5          After
(in millions)                        1 year          years       years        5 years      Total
-------------                        ------          -----       -----        -------      -----
<S>                                 <C>             <C>          <C>          <C>          <C>
Balance sheet obligations:
ABS borrowings                        $ 50.0        $   --       $   --       $   --      $  50.0
Long-term debt                          24.3          32.5          7.0         10.5         74.3

Off-balance sheet obligations:
 Operating leases                       26.2          31.6          7.1          5.6         70.5(1)
                                      ------        ------       ------       ------       ------
Total contractual
 obligations                          $100.5        $ 64.1       $ 14.1       $ 16.1       $194.8
                                      ======        ======       ======       ======       ======
</TABLE>


(1)   The net present value of operating leases, using a discount rate of 10
      percent, was $56.3 million at December 31, 2002.

Other Commercial Commitments

The following table reflects other commercial commitments or potential cash
outflows that may result from a contingent event.


<TABLE>
<CAPTION>
                                     Amount of Commitment Expiration Per Period
                                     ------------------------------------------
                                  Less
                                  than                                     After
(in millions)                    1 year       2-3 years     4-5 years     5 years     Total
-------------                    ------       ---------     ---------     -------     -----
<S>                              <C>          <C>           <C>           <C>         <C>
Available line of credit         $   --        $153.8(1)      $   --      $   --      $153.8
Letters of credit                 146.2            --             --          --       146.2
Lease guarantees for SCST           3.1           2.5            1.0          --         6.6
Surety bonds                       54.7           0.3            1.2          --        56.2
                                 ------        ------         ------      ------      ------
Total commercial
 commitments                     $204.0        $156.6         $  2.2      $   --      $362.8
                                 ======        ======         ======      ======      ======
</TABLE>


(1)   The line of credit renews in April 2004. Although we have no assurance we
      will be able to renew the facility, we expect to begin the renewal process
      well in advance of the expiration and we believe other sources of funding
      are readily available.

                                                                              41

<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations



Market Risk Position

We have exposure to a variety of market risks, including the effects of interest
rates, foreign currency exchange rates and fuel prices.

Interest Rate Risk

To provide adequate funding through seasonal business cycles and minimize
overall borrowing costs, we utilize both fixed rate and variable rate financial
instruments with varying maturities. At December 31, 2002, we had approximately
40 percent of our debt at variable rates with the balance at fixed rates. We use
an interest rate swap to hedge our exposure to variable interest rates. We
hedged 100 percent of our variable debt under the swap agreement at December 31,
2002.

The table below provides information regarding our interest rate risk as of
December 31, 2002. For fixed-rate debt, principal cash flows are stated in
millions and weighted average interest rates are by contractual maturity. The
fair value of fixed-rate debt has been estimated by discounting the principal
and interest payments at current rates available for debt of similar terms and
maturity. The fair value of variable-rate debt is estimated to approximate the
carrying amounts due to the fact that the interest rates are generally set for
periods of three months or less, and is excluded from the following table. For
the interest rate swap, the table presents the notional amount and contractual
interest rate.


<TABLE>
<CAPTION>
                                                                                         There-                    Fair
(in millions)               2003           2004         2005          2006        2007    after         Total      Value
-------------               ----           ----         ----          ----        ----    -----         -----      -----
<S>                        <C>            <C>          <C>          <C>         <C>      <C>           <C>        <C> 
Fixed-rate debt            $ 24.3         $ 16.1       $ 16.4       $  7.0      $  0.0    $ 10.5       $ 74.3     $ 81.5
 Average interest rate       6.00%          6.77%        6.58%        6.71%         --      6.06%
Interest rate swap:
 Notional amount           $ 50.0(1)          --           --           --          --        --       $ 50.0     $ 52.3
  Avg. pay rate (fixed)      6.06%            --           --           --          --        --
  Avg. receive rate
  (variable)                 1.38%            --           --                       --        --
</TABLE>


(1)   Interest rate swap on the ABS facility. The variable rate is based on the
      3-month LIBOR as of December 31, 2002.

Foreign Currency Exchange Rates

Revenue, operating expenses, assets and liabilities of our Canadian and Mexican
subsidiaries are denominated in local currencies, thereby creating exposure to
fluctuations in exchange rates. The risks related to foreign currency exchange
rates are not material to our consolidated financial position or results of
operations.

42

<PAGE>
Fuel Price Volatility

Yellow Transportation has an effective fuel surcharge program in place. These
programs are well established within the industry and customer acceptance of
fuel surcharges remains high. Since the amount of fuel surcharge is based on
average, national diesel fuel prices and is reset weekly, our exposure to fuel
price volatility is significantly reduced.

Critical Accounting Policies

Preparation of our financial statements requires accounting policies that
involve significant estimates and judgments regarding the amounts included in
the financial statements and disclosed in the accompanying notes to the
financial statements. We continually review the appropriateness of our
accounting policies and the accuracy of our estimates. Even with a thorough
process, estimates must be adjusted based on changing circumstances and new
information. Management has identified the policies described below as requiring
significant judgment and having a potential material impact to our financial
statements.

Revenue Reserves

We consider revenue-related reserves critical policies based on their
significance in evaluating our financial performance by management and
investors. We have an extensive system that allows us to accurately capture,
record and control all relevant information necessary to effectively manage our
revenue reserves. For shipments in transit, Yellow Transportation records
revenue based on the percentage of service completed as of the period end and
accrues delivery costs as incurred. Meridian IQ recognizes revenue upon the
completion of services. In certain logistics transactions where Meridian IQ acts
as an agent, revenue is recorded on a net basis. Net revenue represents revenue
charged to customers less third party transportation costs. Where Meridian IQ
acts as principal, it records revenue from these transactions on a gross basis,
without deducting transportation costs. Management believes these policies most
accurately reflect revenue as earned.

Our revenue-related reserves involve three primary estimates, shipments in
transit, rerate reserves, and uncollectible accounts.

Shipments In Transit

We assign pricing to bills of lading at the time of shipment based on the
weight, general classification of the product, the shipping destination and
individual customer discounts. At the end of each period, we estimate the amount
of revenue earned on shipments in transit based on actual shipments picked up
and scheduled delivery dates. We calculate a percentage of completion using this
data and

                                                                              43

<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations



the day of the week on which the period ends. Management believes this provides
a reasonable estimation of the revenues actually earned. Revenue deferred for
shipments in transit amounted to $22.2 million and $18.8 million at December 31,
2002 and 2001, respectively.

Rerate Reserves

At various points throughout our process, incorrect ratings could be identified
based on many factors, including weight verifications or updated customer
discounts. Although the majority of rerating occurs in the same month as the
original rating, a portion occurs during the following periods. We accrue a
liability for rerating based on historical trends. At December 31, 2002 and
2001, our financial statements included a rerate reserve of $12.0 million and
$14.1 million, respectively.

Uncollectible Accounts

We record an allowance for doubtful accounts primarily based on historical
uncollectible amounts. We also take into account known factors surrounding
specific customers and overall collection trends. Our process involves
performing ongoing credit evaluations of customers, including the market in
which they operate and the overall economic conditions. Historical trends are
continually reviewed with adjustments made to the allowance for doubtful
accounts as appropriate. Our allowance for doubtful accounts totaled $15.7
million and $7.7 million as of December 31, 2002 and 2001, respectively.

Claims and Insurance

We are self-insured up to certain limits for workers' compensation, cargo loss
and damage, property damage and liability claims. We measure the liabilities
associated with these claims primarily through actuarial methods performed by an
independent third party. Actuarial methods include estimates for the
undiscounted liability for claims reported and for claims incurred but not
reported. These estimates are based on historical loss experience and judgments
about the present and expected levels of costs per claim and the time required
to settle claims. Actual claims may vary from these estimates due to a number of
factors, including but not limited to, accident frequency and severity, claims
management, changes in healthcare costs and overall economic conditions. For
workers' compensation claims, we discount the actuarial calculations to present
value based on the U.S. Treasury rate, at the date of occurrence, for maturities
that match the expected payout of the liabilities. As of December 31, 2002 and
2001, we had $115.2 million and $110.3 million accrued for claims and insurance,
including a present value for workers' compensation claims of $80.5 million and
$75.4 million, respectively.

Pension Cost

Yellow and Yellow Transportation sponsor defined benefit pension plans for
employees not covered by collective bargaining agreements. Meridian IQ does not
offer a defined benefit pension plan and


44

<PAGE>
instead offers retirement benefits through a contributory 401(k) savings plan.
We account for pension benefits using actuarial methods based on numerous
estimates, including employee turnover, mortality and retirement ages, expected
return on plan assets, discount rates, and future salary increases. The most
critical of these factors, due to their potential impact on pension cost, are
discussed in more detail below.

Return on Plan Assets

The return on plan assets represents a long-term assumption of our portfolio
performance that can impact our pension expense and cash funding requirements.
With $249 million of plan assets, a 50-basis-point decrease in the return rate
would increase annual pension expense by approximately $1.4 million and increase
cash funding requirements by $31.0 million over a five year period.

We believe our 2002 expected rate of return of 9.0% accurately represents our
investment portfolio that has performed to this level over time. Although plan
investments are subject to short-term market volatility, we believe they are
well diversified and closely managed. Our asset allocation as of December 31,
2002 consisted of 65 percent in equities, including 50 percent domestic and 15
percent international, and 35 percent in fixed-income securities. This
allocation is consistent with the long-term asset allocation for the plan. We
will continue to review our expected long-term rate of return on an annual basis
and revise appropriately. Refer to our discussion of "Nonunion Pension
Obligations" under the Financial Condition section for details of actual and
anticipated pension charges.

Discount Rate

The discount rate refers to the interest rate used to discount the estimated
future benefit payments earned to their present value, also referred to as the
benefit obligation. The discount rate allows us to calculate what it would cost
to settle the pension obligations as of the measurement date, December 31, and
impacts the following year's pension cost. We determine the discount rate based
on high-grade corporate bonds with principal payments and maturities that
approximate our expected benefit payments.

Although the discount rate used requires little judgment, changes in the rate
can significantly impact our pension cost. For example, a 50-basis-point
decrease in our discount rate would increase annual pension expense by
approximately $6.4 million, assuming all other factors remain constant. Changes
in the discount rate do not have a direct impact on cash funding requirements.
The discount rate can fluctuate considerably over periods depending on overall
economic conditions that impact long-term corporate bond yields. As of December
31, 2002 and 2001, we used a discount rate of 6.75 percent and 7.25 percent,
respectively.


                                                                              45

<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations



Future Salary Increases

We make assumptions of future salary increases for plan participants based on
general inflation and cost of living expectations. As pension benefits are based
on participants earned wages, estimated levels of our future performance also
factor into the calculation. We believe these increases require less judgment
than other pension estimates but can have a significant impact on our future
pension cost. Our 2002 assumed rate of future annual increases of 4.5 percent
reflects our recent experience and remains consistent with prior years.

Property and Equipment

We capitalize property and equipment in accordance with current accounting
standards, including replacements and improvements when such costs extend the
useful life of the asset. Maintenance and repairs are charged to expense as
incurred. Depreciation on capital assets is computed using the straight-line
method and ranges from 3 to 40 years. Management makes assumptions regarding
future conditions in determining estimated useful lives and potential salvage
values. These assumptions impact the amount of depreciation expense recognized
in the period and any gain or loss once the asset is disposed.

New Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 143

On January 1, 2003, we will adopt SFAS No. 143, Accounting for Asset Retirement
Obligations (Statement No. 143). Statement No. 143 requires that the fair value
of a liability for an asset retirement obligation be recognized in the period in
which it is incurred. We do not expect adoption of Statement No. 143 to have a
material impact on our financial position or results of operations.

SFAS No. 146

On January 1, 2003, we will adopt SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities (Statement No. 146). Statement No. 146 requires
the recognition of a liability for costs associated with an exit or disposal
activity at the time the liability is incurred. Previous accounting standards
required liability recognition at the date of an entity's commitment to an exit
plan. Based on current strategic plans, we do not expect adoption of Statement
No. 146 to have a material impact on our financial position or results of
operations.

46

<PAGE>
SFAS No. 148

On December 15, 2002, we adopted the disclosure provisions of SFAS No. 148,
Accounting for Stock Based Compensation - Transition and Disclosure (Statement
No. 148). Statement No. 148 amends SFAS No. 123, Accounting for Stock Based
Compensation (Statement No. 123), to provide alternative methods of transition
for entities that voluntarily change to the fair value based method of
accounting for stock-based employee compensation. It also amends the disclosure
provisions of Statement No. 123 to require prominent and interim disclosures
regarding the pro forma effects on reported net income in regards to stock-based
compensation.

Outlook

Economic Forecast

Economists estimate that the economy is moving toward firmer ground but expect
it to remain flat for most of 2003. Management expects our pricing environment
to remain competitive, yet stable, during 2003. We will continue to focus on
cost control, productivity improvements and value-added services. By leveraging
the additional business volumes resulting from the CF closure, premium services
and Meridian IQ, we are well positioned to take advantage of improved economic
conditions when they occur.

Labor Negotiations

The National Master Freight Agreement covering Yellow Transportation
collective-bargaining employees expires on March 31, 2003. Yellow Transportation
began formal labor negotiations with the International Brotherhood of Teamsters
in October 2002, with a goal to renegotiate the agreement prior to its
expiration. Failure to reach an agreement prior to the expiration of the
contract could have a significant impact on our financial condition and results
of operations. The agreement covers approximately 80 percent of Yellow
Transportation employees.

Regulatory Changes

In October 2002, the Environmental Protection Agency issued new engine emission
standards that apply to heavy-duty vehicles. Yellow Transportation is testing
several units for fuel economy, reliability and performance standards. As Yellow
Transportation uses tractors an average of seven years over the road and then
converts them to city use for another seven to eight years, the emission
standards are not expected to have a material impact on our capital expenditures
or operating expenses in 2003.


                                                                              47

<PAGE>
Financial Summary
Yellow Corporation and Subsidiaries



<TABLE>
<CAPTION>
(in thousands except per share data)                                             2002
------------------------------------                                             ----
<S>                                                                          <C>
For the Year                                                                         (a)
Operating revenue                                                            $ 2,624,148
Operating income                                                                  46,864
Interest expense                                                                   7,211
ABS facility charges                                                               2,576
Income from continuing operations (after tax)                                     23,973
Net income (loss)                                                                (93,902)
Unusual items expense (income)                                                     8,435
Depreciation and amortization expense                                             79,334
Net capital expenditures, excluding discontinued operations                       82,830
Net cash from operating activities, excluding discontinued operations             25,808
Free cash flow                                                                    48,182
                                                                             -----------
At Year-End
Net property and equipment                                                       564,976
Total assets                                                                   1,042,985
Long-term debt, less current portion                                              50,024
Total debt, including ABS facility                                               124,285
Total shareholders' equity                                                       359,958
                                                                             -----------
Measurements
Diluted per share data:
  Income from continuing operations                                                 0.84
  Net income (loss)                                                                (3.31)
  Average common shares outstanding - diluted                                     28,371
Return on committed capital, excluding discontinued operations                       7.1%
Debt to capitalization                                                              21.0%
Shareholders' equity per share                                               $     12.17
Common stock price range:
  High                                                                             32.21
  Low                                                                              18.31
                                                                             -----------
Other Data
Average number of employees                                                       23,000
Yellow Transportation operating ratio                                               97.2%
                                                                             ===========
</TABLE>


48

<PAGE>

<TABLE>
<CAPTION>
    2001                 2000                1999                1998
    ----                 ----                ----                ----
<S>                  <C>                  <C>                <C>
        (b)                                                          (c)
$ 2,505,070          $ 2,799,131          $2,632,337         $ 2,492,617
     38,195              126,747              76,026              60,188
      8,437               10,131               6,086               2,656
      7,996               10,052               8,252               4,355
     10,589               61,605              38,746              32,017
     15,301               68,018              50,915             (28,669)
      5,415              (14,372)                341              (4,287)
     76,977               78,587              76,904              83,980
     81,435               70,689              96,169              49,469
     12,189              151,592             206,705             134,636
    (17,108)              45,887              19,639              61,252
-----------          -----------          ----------         -----------

    559,532              554,150             547,139             535,589
  1,285,777            1,308,477           1,325,583           1,105,685
    213,745              136,645             274,015             156,988
    361,526              382,437             411,407             200,065
    490,989              459,776             409,380             371,252
-----------          -----------          ----------         -----------


       0.43                 2.49                1.54                1.19
       0.62                 2.74                2.02               (1.06)
     24,679               24,787              25,168              26,920
        5.8%                15.3%               11.4%                7.4%
       41.1%                44.0%               48.9%               32.5%
$     19.75          $     19.32          $    16.44         $     14.46

      27.57                22.13               19.63               29.88
      15.50                13.81               14.38                9.69
-----------          -----------          ----------         -----------

     30,000               32,900              31,200              29,700
       97.8%                94.9%               96.7%               97.3%
===========          ===========          ==========         ===========
</TABLE>


----------
Notes

(a)   In 2002, the company completed the spin-off of SCS Transportation, Inc.
      (SCST). Financial Summary data has been reclassified for all periods
      presented to disclose SCST as a discontinued operation.

(b)   In September 2001, the company completed its acquisition of
      Transportation.com. The results of operations include Transportation.com
      from the acquisition date.

(c)   In 1998, the company sold Preston Trucking Company, Inc. All selected
      financial data has been restated to disclose Preston Trucking as a
      discontinued operation.

                                                                              49

<PAGE>
Consolidated Balance Sheets
Yellow Corporation and Subsidiaries December 31, 2002 and 2001


<TABLE>
<CAPTION>
(in thousands except per share data)                                        2002                2001
------------------------------------                                        ----                ----
<S>                                                                    <C>                 <C>
Assets
Current Assets:

Cash and cash equivalents                                              $    28,714         $    19,214
Accounts receivable, less allowances of $15,731 and $7,695                 327,913             124,880
Prepaid expenses and other                                                  68,726              75,858
Current assets of discontinued operations                                       --              92,458
                                                                       -----------         -----------
Total current assets                                                       425,353             312,410
                                                                       -----------         -----------
Property and equipment, net of accumulated
  depreciation of $1,114,120 and $1,096,766                                564,976             559,532
Goodwill and other assets                                                   52,656              15,345
Noncurrent assets of discontinued operations                                    --             398,490
                                                                       -----------         -----------
Total assets                                                           $ 1,042,985         $ 1,285,777
                                                                       ===========         ===========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable                                                       $   114,989         $    97,528
Wages, vacations, and employees' benefits                                  159,998             103,990
Other current and accrued liabilities                                      101,111              96,740
ABS borrowings                                                              50,000                  --
Current maturities of long-term debt                                        24,261               6,281
Current liabilities of discontinued operations                                  --              64,669
                                                                       -----------         -----------
Total current liabilities                                                  450,359             369,208
                                                                       -----------         -----------
Long-term debt, less current portion                                        50,024             213,745
Claims and other liabilities                                               182,644             144,194
Noncurrent liabilities of discontinued operations                               --              67,641
Commitments and contingencies
Shareholders' Equity:
Common stock, $1 par value per share-authorized 120,000 shares,
issued 31,825 and 31,028 shares                                             31,825              31,028
Capital surplus                                                             80,610              41,689
Retained earnings                                                          325,474             537,496
Accumulated other comprehensive loss                                       (35,596)             (6,252)
Unamortized restricted stock awards                                         (1,053)                 --
Treasury stock, at cost (2,244 and 6,163 shares)                           (41,302)           (112,972)
                                                                       -----------         -----------
Total shareholders' equity                                                 359,958             490,989
                                                                       -----------         -----------
Total liabilities and shareholders' equity                             $ 1,042,985         $ 1,285,777
                                                                       ===========         ===========
</TABLE>


The notes to consolidated financial statements are an integral part of these
statements.


50

<PAGE>
Statements of Consolidated Operations
Yellow Corporation and Subsidiaries for the years ended December 31


<TABLE>
<CAPTION>
(in thousands except per share data)                       2002                2001                2000
------------------------------------                       ----                ----                ----
<S>                                                    <C>                 <C>                 <C>
Operating Revenue                                      $ 2,624,148         $ 2,505,070         $ 2,799,131
                                                       -----------         -----------         -----------
Operating Expenses:
Salaries, wages and employees' benefits                  1,717,382           1,638,662           1,767,926
Operating expenses and supplies                            385,522             398,054             431,336
Operating taxes and licenses                                75,737              75,637              81,259
Claims and insurance                                        57,197              56,999              61,535
Depreciation and amortization                               79,334              76,977              78,587
Purchased transportation                                   253,677             215,131             266,113
Unusual items expense (income)                               8,435               5,415             (14,372)
                                                       -----------         -----------         -----------
Total operating expenses                                 2,577,284           2,466,875           2,672,384
                                                       -----------         -----------         -----------
Operating Income                                            46,864              38,195             126,747
                                                       -----------         -----------         -----------
Nonoperating (Income) Expenses:
Interest expense                                             7,211               8,437              10,131
ABS facility charges                                         2,576               7,996              10,052
Interest income                                               (843)             (1,198)             (1,003)
Loss on equity method investment                                --               5,741               3,329
Other, net                                                     334                (140)               (889)
                                                       -----------         -----------         -----------
Nonoperating expenses, net                                   9,278              20,836              21,620
                                                       -----------         -----------         -----------
Income From Continuing Operations
  Before Income Taxes                                       37,586              17,359             105,127
Income Tax Provision                                        13,613               6,770              43,522
                                                       -----------         -----------         -----------
Income From Continuing Operations                           23,973              10,589              61,605
                                                       -----------         -----------         -----------
Income (loss) from discontinued operations, net           (117,875)              4,712               6,413
                                                       -----------         -----------         -----------
Net Income (Loss)                                      $   (93,902)        $    15,301         $    68,018
                                                       -----------         -----------         -----------
Average Common Shares Outstanding - Basic                   28,004              24,376              24,649
                                                       -----------         -----------         -----------
Average Common Shares Outstanding - Diluted                 28,371              24,679              24,787
                                                       -----------         -----------         -----------
Basic Earnings (Loss) Per Share:
Income from continuing operations                      $      0.86         $      0.44         $      2.50
Income (loss) from discontinued operations                   (4.21)               0.19                0.26
                                                       -----------         -----------         -----------
Net income (loss)                                      $     (3.35)        $      0.63         $      2.76
                                                       -----------         -----------         -----------
Diluted Earnings (Loss) Per Share:
Income from continuing operations                      $      0.84         $      0.43         $      2.49
Income (loss) from discontinued operations                   (4.15)               0.19                0.25
                                                       -----------         -----------         -----------
Net income (loss)                                      $     (3.31)        $      0.62         $      2.74
                                                       ===========         ===========         ===========
</TABLE>


The notes to consolidated financial statements are an integral part of
these statements.
                                                                              51

<PAGE>
Statements of Consolidated Cash Flows
Yellow Corporation and Subsidiaries for the years ended December 31


<TABLE>
<CAPTION>
(in thousands)                                              2002             2001            2000
                                                          ---------       ---------       ---------
<S>                                                       <C>             <C>             <C>
Operating Activities:
Net income (loss)                                         $ (93,902)      $  15,301       $  68,018
Noncash items included in net income (loss):
   Depreciation and amortization                             79,334          76,977          78,587
   Loss (income) from discontinued operations               117,875          (4,712)         (6,413)
   Loss on equity method investment                              --           5,741           3,329
   Deferred income tax provision                              1,449          16,746           9,606
   (Gains) losses from property disposals, net                  425            (186)        (14,372)
Changes in assets and liabilities, net:

   Accounts receivable                                      (49,633)         44,041          (7,885)
   Accounts receivable securitizations                      (91,500)        (35,500)         42,000
   Accounts payable                                           5,928         (13,704)          7,116
   Other working capital items                               38,468         (97,532)        (14,257)
   Claims and other                                          14,386          (3,742)        (11,107)
   Other                                                      2,978           8,759          (3,030)
Net change in operating activities of
   discontinued operations                                   17,250          76,106          74,157
                                                          ---------       ---------       ---------
Net cash from operating activities                           43,058          88,295         225,749
                                                          ---------       ---------       ---------
Investing Activities:
Acquisition of property and equipment                       (86,337)        (88,022)       (100,577)
Proceeds from disposal of property and equipment              3,507           6,587          29,888
Acquisition of companies                                    (18,042)        (14,300)             --
Other                                                            --          (5,830)         (5,114)
Net capital expenditures of discontinued operations         (24,372)        (19,619)        (59,034)
                                                          ---------       ---------       ---------
Net cash used in investing activities                      (125,244)       (121,184)       (134,837)
                                                          ---------       ---------       ---------
Financing Activities:
Unsecured bank credit lines, net                            (85,000)         25,000         (40,000)
Repayment of long-term debt                                 (44,600)        (10,412)        (31,045)
Dividend from subsidiary upon spin-off                      113,790              --              --
Proceeds from exercise of stock options                      13,704          16,638           6,984
Treasury stock purchases                                         --              --         (24,997)
Proceeds from issuance of common stock                       93,792              --              --
                                                          ---------       ---------       ---------
Net cash provided by (used in) financing activities          91,686          31,226         (89,058)
                                                          ---------       ---------       ---------
Net Increase (Decrease) In Cash and Cash Equivalents          9,500          (1,663)          1,854
Cash and Cash Equivalents, Beginning Of Year                 19,214          20,877          19,023
                                                          ---------       ---------       ---------
Cash and Cash Equivalents, End Of Year                    $  28,714       $  19,214       $  20,877
                                                          =========       =========       =========
</TABLE>


The notes to consolidated financial statements are an integral part of these
statements.

52

<PAGE>
Statements of Consolidated Shareholders' Equity
Yellow Corporation and Subsidiaries for the years ended December 31


<TABLE>
<CAPTION>
(in thousands)                                              2002            2001           2000
                                                         ---------       ---------       ---------
<S>                                                      <C>             <C>             <C>
Common Stock
Beginning balance                                        $  31,028       $  29,959       $  29,437
Exercise of stock options                                      737           1,063             516
Other                                                           60               6               6
                                                         ---------       ---------       ---------
Ending Balance                                              31,825          31,028          29,959
                                                         ---------       ---------       ---------
Capital Surplus
Beginning balance                                           41,689          23,304          16,063
Exercise of stock options, including tax benefits           15,296          18,286           7,130
Equity offering and other                                   23,625              99             111
                                                         ---------       ---------       ---------
Ending balance                                              80,610          41,689          23,304
                                                         ---------       ---------       ---------

Retained Earnings

Beginning balance                                          537,496         522,195         454,177
Stock dividend to SCST shareholders                       (118,120)             --              --
Net income (loss)                                          (93,902)         15,301          68,018
                                                         ---------       ---------       ---------
Ending balance                                             325,474         537,496         522,195
                                                         ---------       ---------       ---------

Accumulated Other Comprehensive Loss
Beginning balance                                           (6,252)         (2,710)         (2,322)
Change in minimum pension liability adjustment             (30,848)             --              --
Changes in foreign currency translation adjustments             73            (616)           (388)
Changes in the fair value of interest rate swaps             1,431          (2,926)             --
                                                         ---------       ---------       ---------
Ending balance                                             (35,596)         (6,252)         (2,710)
                                                         ---------       ---------       ---------

Unamortized Restricted Stock Awards
Beginning balance                                               --              --              --
Issuance of restricted stock awards                         (1,458)             --              --
Amortization of restricted stock awards                        405              --              --
                                                         ---------       ---------       ---------
Ending balance                                              (1,053)             --              --
                                                         ---------       ---------       ---------

Treasury Stock, At Cost
Beginning balance                                         (112,972)       (112,972)        (87,975)
Treasury stock purchases                                        --              --         (24,997)
Equity offering - reissuance of treasury stock              71,670              --              --
                                                         ---------       ---------       ---------
Ending balance                                             (41,302)       (112,972)       (112,972)
                                                         ---------       ---------       ---------
Total Shareholders' Equity                               $ 359,958       $ 490,989       $ 459,776
                                                         =========       =========       =========
</TABLE>


The notes to consolidated financial statements are an integral part of
these statements.

                                                                              53

<PAGE>
Statements of Comprehensive Income
Yellow Corporation and Subsidiaries for the years ended December 31


<TABLE>
<CAPTION>
(in thousands)                                             2002             2001           2000
                                                         ---------       ---------       ---------
<S>                                                      <C>             <C>             <C>
Net income (loss)                                        $ (93,902)      $  15,301       $  68,018
Other comprehensive income (loss), net of tax:
Change in minimum pension liability adjustment             (30,848)             --              --
Changes in foreign currency translation adjustments             73            (616)           (388)
Changes in the fair value of interest rate swaps             1,431          (2,926)             --
                                                         ---------       ---------       ---------
Comprehensive income (loss)                              $(123,246)      $  11,759       $  67,630
                                                         =========       =========       =========
</TABLE>


The notes to consolidated financial statements are an integral part of these
statements.

Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries


Description of Business

Yellow Corporation (also referred to as "Yellow" or "the company") is a holding
company that through wholly owned operating subsidiaries offers its customers a
wide range of asset and non-asset-based transportation services integrated by
technology. Yellow Transportation, Inc. (Yellow Transportation) offers a full
range of regional, national, and international services for the movement of
industrial, commercial and retail goods. Meridian IQ, LLC (Meridian IQ) is a
non-asset global transportation management company that plans and coordinates
the movement of goods worldwide to provide customers a single source for
transportation management solutions. Yellow Technologies, Inc. provides
innovative technology solutions and services exclusively for Yellow Corporation
companies.

On September 30, 2002, the company completed the 100 percent distribution (the
spin-off) of all of its shares of SCS Transportation, Inc. (SCST) to Yellow
shareholders of record on September 3, 2002. SCST provides regional overnight
and second-day less-than-truckload (LTL) and selected truckload (TL)
transportation services through two subsidiaries, Saia Motor Freight Line, Inc.
(Saia) and Jevic Transportation, Inc. (Jevic). Shares were distributed on the
basis of one share of SCST common stock for every two shares of Yellow common
stock. As a result of the spin-off, the company's financial statements have been
reclassified to reflect SCST as discontinued operations for all periods
presented.

54

<PAGE>
Principles of Consolidation and Summary of Accounting Policies

The accompanying consolidated financial statements include the accounts of
Yellow Corporation and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Management makes estimates and assumptions that affect the amounts reported in
the financial statements and footnotes. Actual results could differ from those
estimates. 

Accounting policies refer to specific accounting principles and the methods of
applying those principles to fairly present the company's financial position and
results of operations in accordance with generally accepted accounting
principles. The policies discussed below include those that management has
determined to be the most appropriate in preparing the company's financial
statements and are not discussed in a separate footnote.

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and highly liquid investments
purchased with maturities of three months or less. 

Concentration of Credit Risks

The company sells services and extends credit based on an evaluation of the
customer's financial condition, without requiring collateral. Exposure to losses
on receivables is principally dependent on each customer's financial condition.
The company monitors its exposure for credit losses and maintains allowances for
anticipated losses.

Revenue Recognition

For shipments in transit, Yellow Transportation records revenue based on the
percentage of service completed as of the period end and accrues delivery costs
as incurred. Meridian IQ recognizes revenue upon the completion of services. In
certain logistics transactions where Meridian IQ acts as an agent, revenue is
recorded on a net basis. Net revenue represents revenue charged to customers
less third party transportation costs. Where Meridian IQ acts as principal, it
records revenue from these transactions on a gross basis, without deducting
transportation costs. Management believes these policies most accurately reflect
revenue as earned.

Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts
payable and short-term borrowings approximates their fair value due to the
short-term nature of these instruments. 

Effective January 1, 2001, the company adopted Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities,
as amended (Statement No. 133). As a result of the adoption of Statement No.
133, the company recognizes all derivative financial instruments as either
assets or liabilities at their fair value.

                                                                              55

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

In December 2000, the company entered into a three-year interest rate swap
agreement (the swap) to hedge a portion of its variable rate debt. Pursuant to
the agreement, the company pays a fixed rate of 6.06 percent and receives a
variable three-month London interbank offer rate (LIBOR) on a notional amount of
$50 million. The company has designated this interest rate contract as a hedge
of the company's exposure to a portion of its variable-rate, asset backed
securitization (ABS) financing. At December 31, 2002, approximately 40 percent
of the company's debt was variable rate with the swap hedged against the entire
variable amount. The company recorded a $22 thousand gain in 2002 and a $34
thousand loss in 2001 in other net nonoperating expense representing the
ineffectiveness of the correlation between the hedge and the ABS financing rate.
At December 31, 2002 and 2001, accumulated other comprehensive loss included a
$1.5 million and $2.9 million, respectively, unrealized loss on the interest
rate contract. The company recognizes the differential paid under the contract
designated as a hedge as adjustments to interest expense. These adjustments
approximated $2.1 million in 2002 and $0.8 million in 2001 in additional
interest expense.

Unusual Items

Unusual items included in income from continuing operations for the years ended
December 31 are detailed in the following table:


<TABLE>
<CAPTION>
(in thousands)                               2002          2001          2000
                                          --------      --------       --------
<S>                                       <C>           <C>            <C>
Property (gains)/losses                   $    425      $   (186)      $(14,372)
Spin-off charges                             6,940            --             --
Reorganization costs                         1,026         4,901             --
Other                                           44           700             --
                                          --------      --------       --------
Total unusual items expense (income)      $  8,435      $  5,415       $(14,372)
                                          ========      ========       ========
</TABLE>


Spin-off charges included bank fees and external legal and accounting services.
Reorganization costs were primarily associated with the reorganization of Yellow
Transportation and Transportation.com. These charges included employee
separation costs and lease termination and rent costs. The net property gains in
2000 primarily consisted of a $20.7 million pretax gain on the sale of real
estate property in New York and a $6.5 million pretax loss on obsolete computer
aided dispatch technology, both at Yellow Transportation.

56

<PAGE>
Claims and Insurance Accruals

Claims and insurance accruals, both current and long-term, reflect the estimated
cost of claims for workers' compensation, cargo loss and damage, and bodily
injury and property damage that insurance does not cover. The company includes
these costs in claims and insurance expense except for workers' compensation,
which the company includes in salaries, wages, and employees' benefits.

The company bases reserves for workers' compensation primarily upon actuarial
analyses prepared by independent actuaries. These reserves are discounted to
present value using a risk-free rate at the date of occurrence. The risk-free
rate is the U.S. Treasury rate for maturities that match the expected payout of
workers' compensation liabilities. The process of determining reserve
requirements utilizes historical trends and involves an evaluation of accident
frequency and severity, claims management, and changes in health care costs, but
not certain future administrative costs. The effect of future inflation for
costs is implicitly considered in the actuarial analyses. Adjustments to
previously established reserves are included in operating results. At December
31, 2002 and 2001, estimated future payments for workers' compensation claims
aggregated $98.6 million and $93.9 million, respectively. The present value of
these estimated future payments was $80.5 million at December 31, 2002 and $75.4
million at December 31, 2001.

Stock-Based Compensation

The company has various stock-based employee compensation plans, which are
described more fully in the Stock Compensation Plans note. The company accounts
for those plans under the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB
25). The company does not reflect compensation cost in net income, as all
options that the company granted under those plans had an exercise price equal
to the market value of the underlying common stock on the date of grant.

Option Value Information

The pro forma calculations in the table below were estimated using the
Black-Scholes option pricing model with the following weighted average
assumptions.


<TABLE>
<S>                               <C>          <C>          <C>
Dividend yield                       - %          - %          - %
Expected volatility                 39.0%        36.8%        36.2%
Risk-free interest rate              2.6%         4.2%         5.9%
Expected option life (years)           3            3            3
Fair value per option             $ 7.81       $ 6.04       $ 4.85
</TABLE>


                                                                              57

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

Pro Forma Information

The following table illustrates the effect on income from continuing operations,
net income and earnings per share if the company had applied the fair value
recognition provisions of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (Statement No. 123).


<TABLE>
<CAPTION>
(in thousands except per share data)                       2002             2001             2000
                                                        ----------       ----------       ----------
<S>                                                     <C>              <C>              <C>
Net income (loss) - as reported                         $  (93,902)      $   15,301       $   68,018
Less: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                (1,364)          (2,141)          (1,741)
                                                        ----------       ----------       ----------
Pro forma net income (loss)                             $  (95,266)      $   13,160       $   66,277
                                                        ----------       ----------       ----------

Basic earnings (loss) per share:

 Income from continuing operations - as reported        $     0.86       $     0.44       $     2.50
 Income from continuing operations - pro forma                0.81             0.35             2.43
 Net income (loss) - as reported                             (3.35)            0.63             2.76
 Net income (loss) - pro forma                               (3.40)            0.54             2.69

Diluted earnings (loss) per share:

 Income from continuing operations - as reported        $     0.84       $     0.43       $     2.49
 Income from continuing operations - pro forma                0.79             0.34             2.42
 Net income (loss) - as reported                             (3.31)            0.62             2.74
 Net income (loss) - pro forma                               (3.36)            0.53             2.67
                                                        ==========       ==========       ==========
</TABLE>


Impairment of Long-Lived Assets

If facts and circumstances indicate that the carrying value of identifiable
intangibles and long-lived assets may be impaired, the company would perform an
evaluation of recoverability. If an evaluation were required, the company would
compare the estimated future undiscounted cash flows associated with the asset
to the asset's carrying amount to determine if a write-down is required.


Reclassifications

The company has made certain reclassifications to the prior year consolidated
financial statements to conform to the current presentation.

58

<PAGE>
Preferred Stock

The Certificate of Incorporation authorizes the Board of Directors, at its
discretion, to issue up to 750,000 shares of Series A $10 preferred stock with a
$1 par value per share, and 4,250,000 shares of preferred stock with a $1 par
value per share. As of December 31, 2002, none of these shares have been issued.

Supplemental Cash Flow Information

The company provides the following supplemental cash flow information for the
years ended December 31:


<TABLE>
<CAPTION>
(in thousands)               2002         2001          2000
                            -------      -------      -------
<S>                         <C>          <C>          <C>
Income taxes paid, net      $ 8,272      $ 5,268      $47,813
Interest paid               $11,518      $16,628      $19,761
</TABLE>


Supplemental cash flow information includes cash paid on behalf of SCST until
the spin-off date.

Discontinued Operations

As required under Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, the company
evaluated the carrying value of SCST against the fair value, as determined by
the market capitalization of SCST at the spin-off date. The following table
presents the net assets (carrying value) of SCST at the spin-off date compared
to the fair value as determined by the market capitalization:


<Table>
<Caption>
(in thousands)                                        September 30, 2002
                                                      ------------------

<S>                                                  <C>
Cash                                                    $   2,383
Accounts receivable                                        99,233
Other current assets                                       18,158
Net property, plant and equipment and other assets        314,610
Accounts payable and accrued expenses                     (64,275)
Long-term debt                                           (130,000)
Other liabilities                                         (69,342)
                                                      ------------------
Total net assets (carrying value)                       $ 170,767
Fair value at spin-off                                   (118,120)
                                                      ------------------
Non-cash loss on disposal of SCST                       $ (52,647)
                                                      ==================
</Table>


<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

Summarized results of operations related to SCST (as reported in discontinued
operations) are as follows for the nine months ended September 30, 2002 and the
years ended December 31, 2001 and 2000:


<TABLE>
<CAPTION>
(in thousands except per share data)              2002             2001            2000
                                                ---------       ---------      ---------
<S>                                             <C>             <C>            <C>
Operating revenue                               $ 581,181       $ 771,581      $ 789,009
Operating expenses                                559,751         752,423        763,227
                                                ---------       ---------      ---------
Operating income                                   21,430          19,158         25,782
Nonoperating expenses, net                          4,735           7,992          9,221
                                                ---------       ---------      ---------
Income before income taxes                         16,695          11,166         16,561
Provision for income taxes                          6,748           6,454          8,864
                                                ---------       ---------      ---------
Income from continuing operations                   9,947           4,712          7,697
Loss on disposal of SCST                          (52,647)             --             --
Cumulative effect of change in
  accounting for goodwill                         (75,175)             --             --
                                                ---------       ---------      ---------
Income (loss) from discontinued operations      $(117,875)      $   4,712      $   7,697
                                                =========       =========      =========

Discontinued operations basic earnings
 (loss) per share:

Income from continuing operations               $    0.35       $    0.19      $    0.31
Loss on disposal of SCST                            (1.88)             --             --
Cumulative effect of change in
  accounting for goodwill                           (2.68)             --             --
                                                ---------       ---------      ---------
Income (loss) from discontinued operations      $   (4.21)      $    0.19      $    0.31
                                                ---------       ---------      ---------

Discontinued operations diluted earnings
 (loss) per share:

Income from continuing operations               $    0.35       $    0.19      $    0.31
Loss on disposal of SCST                            (1.85)             --             --
Cumulative effect of change in
 accounting for goodwill                            (2.65)             --             --
                                                ---------       ---------      ---------
Income (loss) from discontinued operations      $   (4.15)      $    0.19      $    0.31
                                                =========       =========      =========
</TABLE>


The company did not charge to discontinued operations the management fees and
other corporate services that it previously allocated to SCST, as the company
continues to incur a majority of the expense. The company allocated interest
expense to discontinued operations based on the overall

60

<PAGE>
effective borrowing rate of Yellow applied to the debt reduction realized by
Yellow from the spin-off. Interest expense included in discontinued operations
was $4.6 million for the nine months ended September 30, 2002, and $8.0 million
and $9.4 million for the years ended December 31, 2001 and 2000, respectively.
Goodwill amortization expense included in discontinued operations was zero for
2002, and $3.0 million and $2.6 million for 2001 and 2000, respectively.

In July 1999, Preston Trucking Company (a former segment of the company sold in
1998) ceased operations and commenced a liquidation of its assets under federal
bankruptcy regulations. The company recorded a charge to discontinued operations
of $1.3 million net of tax benefit of $0.7 million in 2000 to settle pending
liabilities associated with the bankruptcy. Income from discontinued operations,
as shown on the Statements of Consolidated Operations, in 2000 consists of $7.7
million in income related to SCST and $1.3 million in losses related to Preston
Trucking Company. Yellow does not anticipate any material change in the loss
from disposition of the discontinued operations.

Prepaid Expenses and Other

Items classified as prepaid expenses and other consisted of the following at
December 31:


<TABLE>
<CAPTION>
(in thousands)                       2002         2001
                                    -------      -------
<S>                                 <C>          <C>
Fuel and Operating Supplies         $11,039      $12,341
Prefunded benefit contribution       40,005       40,015
Other prepaid expenses               17,682       23,502
                                    -------      -------
Prepaid expenses and other          $68,726      $75,858
                                    =======      =======
</TABLE>


Goodwill and Other Assets

Items classified as goodwill and other assets consisted of the following at
December 31:


<TABLE>
<CAPTION>
(in thousands)                  2002         2001
                               -------      -------
<S>                            <C>          <C>
Goodwill                       $20,491      $10,600
Intangibles                      7,696          495
Other assets                    24,469        4,250
                               -------      -------
Goodwill and other assets      $52,656      $15,345
                               =======      =======
</TABLE>


Additional information on goodwill can be found in the Goodwill and Intangibles
footnote.

                                                                              61

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

Property and Equipment

Property and equipment consisted of the following at December 31:


<TABLE>
<CAPTION>
(in thousands)                             2002               2001
                                       -----------       -----------
<S>                                    <C>               <C>
Land                                   $    93,783       $    92,878
Structures                                 516,006           516,070
Revenue equipment                          825,606           801,652
Technology equipment and software          141,723           138,765
Other                                      101,978           106,933
                                       -----------       -----------
                                       $ 1,679,096       $ 1,656,298
Less - Accumulated depreciation         (1,114,120)       (1,096,766)
                                       -----------       -----------
Net property and equipment             $   564,976       $   559,532
                                       ===========       ===========
</TABLE>


For the years ended December 31, 2002, 2001, and 2000, depreciation expense was
$78.9 million, $76.9 million, and $78.6 million, respectively.

Yellow carries property and equipment at cost less accumulated depreciation.
Yellow computes depreciation using the straight-line method based on the
following service lives:


<TABLE>
<CAPTION>
                                                                   Years
                                                                   -----
<S>                                                                <C>
Structures                                                         10-40
Revenue equipment                                                   3-14
Technology equipment and software                                   3-5
Other                                                               3-15
</TABLE>


The company charges maintenance and repairs to expense as incurred. The company
capitalizes replacements and improvements when these costs extend the useful
life of the asset.

The company's investment in technology equipment and software consists primarily
of advanced customer service and freight management equipment and related
software. Yellow capitalizes certain costs associated with developing or
obtaining internal-use software. Capitalizable costs include external direct
costs of materials and services utilized in developing or obtaining the
software, payroll, and payroll-related costs for employees directly associated
with the project. For the years ended December 31, 2002, 2001, and 2000, the
company capitalized $1.3 million, $2.2 million, and $3.2 million, respectively,
which were primarily payroll and payroll-related costs.

62

<PAGE>
Accounts Payable

Items classified as accounts payable consisted of the following at December 31:


<TABLE>
<CAPTION>
(in thousands)                                       2002          2001
                                                   --------      --------
<S>                                                <C>           <C>
Checks outstanding in excess of bank balances      $ 63,685      $ 51,104
Accounts payable                                     51,304        46,424
                                                   --------      --------
Accounts payable                                   $114,989      $ 97,528
                                                   ========      ========
</TABLE>


Other Current and Accrued Liabilities

Items classified as other current and accrued liabilities consisted of the
following at December 31:


<TABLE>
<CAPTION>
(in thousands)                               2002           2001
                                           --------      --------
<S>                                        <C>           <C>
Accrued income taxes                       $  8,179      $     --
Deferred income taxes, net                   16,751        23,346
Claims and insurance accruals                44,045        46,347
Other current and accrued liabilities        32,136        27,047
                                           --------      --------
Other current and accrued liabilities      $101,111      $ 96,740
                                           ========      ========
</TABLE>


Claims and Other Liabilities

Items classified as claims and other liabilities consisted of the following at
December 31:


<TABLE>
<CAPTION>
(in thousands)                       2002          2001
                                  --------      --------
<S>                               <C>           <C>
Deferred income taxes, net        $ 25,657      $ 33,868
Pension liability                   71,151        34,237
Claims and other liabilities        85,836        76,089
                                  --------      --------
Claims and other liabilities      $182,644      $144,194
                                  ========      ========
</TABLE>


                                                                              63

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

Debt and Financing

At December 31, debt consisted of the following:


<TABLE>
<CAPTION>
(in thousands)                       2002           2001
                                  --------      --------
<S>                               <C>           <C>
Unsecured credit agreement        $     --      $ 85,000
ABS borrowings                      50,000         --(1)
Unsecured medium-term notes         55,250        77,250
Industrial development bonds        18,900        18,900
SCST debt                               --        38,834
Capital leases and other               135            42
                                  --------      --------
Total debt                        $124,285      $220,026
ABS borrowings                      50,000         --(1)
Current maturities                  24,261         6,281
                                  --------      --------
Long-term debt                    $ 50,024      $213,745
                                  ========      ========
</TABLE>


(1) Prior to the December 31, 2002 amendment of the ABS agreement, ABS
borrowings were not reflected on the balance sheets of the company. At December
31, 2001, $141.5 million was outstanding under the ABS facility.

Variable-Rate Debt

The company has a $300 million unsecured credit agreement with a group of banks,
which expires April 2004. Yellow may use the agreement for additional short-term
borrowings and for the issuance of standby letters of credit. Interest on
borrowings is based on LIBOR, which was 1.38 percent and 2.44 percent at
December 31, 2002 and 2001, respectively. The company pays a fixed increment
over these rates. Under the terms of the agreement, among other restrictions,
the company must maintain a minimum consolidated net worth and total debt must
be no greater than a specified ratio of earnings before interest, income taxes,
depreciation and amortization, and rents, as defined. At December 31, 2002 and
2001, the company was in compliance with all terms of this credit agreement. The
following table provides the components of the available unused capacity under
the bank credit agreement at December 31:


<TABLE>
<CAPTION>
(in thousands)                   2002             2001
                               ---------       ---------
<S>                            <C>             <C>
Total capacity                 $ 300,000       $ 300,000
Outstanding borrowings                --         (85,000)
Letters of credit               (146,200)        (89,900)
                               ---------       ---------
Available unused capacity      $ 153,800       $ 125,100
                               =========       =========
</TABLE>


64

<PAGE>
The company also maintains an ABS agreement that allows it to transfer an
ongoing pool of receivables to a conduit administered by an independent
financial institution (the conduit). Under the terms of the agreement, the
company may transfer Yellow Transportation trade receivables to a special
purpose entity, Yellow Receivables Corporation (YRC). YRC is a wholly owned
consolidated subsidiary of Yellow Transportation designed to isolate the
receivables for bankruptcy purposes. The conduit must purchase from YRC an
undivided ownership interest in those receivables. The percentage ownership
interest in receivables purchased by the conduit may increase or decrease over
time, depending on the characteristics of the receivables, including delinquency
rates and debtor concentrations.

The company services the receivables transferred to YRC and receives a servicing
fee, which company management has determined approximates market compensation
for these services. The conduit pays YRC the face amount of the undivided
interest at the time of purchase. On a periodic basis, this sales price is
adjusted, resulting in payments by YRC to the conduit of an amount that varies
based on the interest rate on certain of the conduit's liabilities and the
length of time the sold receivables remain outstanding.

Prior to December 31, 2002, financing obtained under the ABS facility was
treated as a sale of assets and the sold receivables and related obligations
were not reflected on the Consolidated Balance Sheets. The right to repurchase
receivable interests was limited to instances when ABS obligations were below
$10 million. As of December 31, 2002, the ABS agreement was amended to provide
YRC the right to repurchase, at any time, 100 percent of the receivable
interests held by the conduit. Due to the amendment, the receivables transferred
and the related borrowings are reflected on the Consolidated Balance Sheet as of
December 31, 2002. The amendment does not alter the costs associated with
operating the ABS facility.

The ABS facility provides additional liquidity and lower borrowing costs through
access to the asset backed commercial paper market. By using the ABS facility,
the company obtains a variable rate based on the A1 commercial paper rate plus a
fixed increment for utilization and administration fees. A1 rated commercial
paper comprises more than 90 percent of the commercial paper market,
significantly increasing the liquidity. Yellow averaged a rate of 2.3 percent on
the ABS facility in 2002.

The ABS facility involves receivables of Yellow Transportation only and has a
limit of $200 million. Under the terms of the agreement, Yellow Transportation
retains the associated collection risks. Although the facility has no stated
maturity, the company has an underlying letter of credit with the administering
financial institution that has a 364-day maturity.

                                                                              65

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

The table below provides the borrowing and repayment activity, as well as the
resulting balances, for the years ending December 31 of each period presented:


<TABLE>
<CAPTION>
(in thousands)                                          2002            2001
                                                      ---------       ---------
<S>                                                   <C>             <C>      
ABS obligations outstanding at January 1              $ 141,500       $ 177,000
Transfer of receivables to conduit (borrowings)         421,500         152,000
Redemptions from conduit (repayments)                  (513,000)       (187,500)
                                                      ---------       ---------
ABS obligations outstanding at December 31            $  50,000       $ 141,500
                                                      =========       =========
</TABLE>
                                                           

The company's loss on the sale of receivables under the ABS facility to the
conduit was $2.6 million in 2002, $8.0 million in 2001, and $10.1 million in
2000. These charges are reflected as ABS facility charges on the Statements of
Consolidated Operations.

Fixed-Rate Debt

Medium-term notes have scheduled maturities through 2008 with fixed interest
rates ranging from 6.0 percent to 7.8 percent.
 
The company has loan guarantees, mortgages, and lease contracts in connection
with the issuance of industrial development bonds (IDBs) used to acquire,
construct or expand terminal facilities. Rates on these bonds range from 5.0
percent to 6.1 percent, with principal payments due through 2010.

The principal maturities of long-term debt, including current maturities, for
the next five years and thereafter are as follows:


<TABLE>
<CAPTION>
(in thousands)            Medium-Term Notes      IDBs       Other         Total
--------------            -----------------   ---------    -------     ---------
<S>                       <C>                 <C>          <C>         <C>      
2003                         $  19,250        $  5,000     $    11     $  24,261
2004                            16,000              --         124        16,124
2005                            12,000           4,400          --        16,400
2006                             7,000              --          --         7,000
2007                                --              --          --            --
Thereafter                       1,000           9,500          --        10,500
                             ---------        --------     -------     ---------
Total                        $  55,250        $ 18,900     $   135     $  74,285
                             =========        ========     =======     =========
</TABLE>



66

<PAGE>
Based on the borrowing rates currently available to the company for debt with
similar terms and remaining maturities, the fair value of fixed-rate debt at
December 31, 2002 and 2001, was approximately $81.5 million and $114.2 million,
respectively. The carrying amount of such fixed-rate debt at December 31, 2002
and 2001 was $74.3 million and $108.8 million, respectively.

Other Debt

SCST debt at December 31, 2001 consisted of subordinated debentures of $16.3
million, fixed and variable-rate mortgages of $11.6 million and $5.0 million,
respectively, and variable-rate term notes of $5.9 million. SCST assumed the
subordinated debentures of $16.3 million and the remaining debt was paid off as
part of the spin-off.

Employee Benefits

Retirement Plans

Yellow Corporation and Yellow Transportation provide defined benefit pension
plans for employees not covered by collective bargaining agreements
(approximately 4,000 employees). Meridian IQ does not offer a defined benefit
pension plan and instead offers retirement benefits through a contributory
401(k) savings plan, as discussed later in this section. Pension plan benefits
are based on years of service and the employees' final average earnings. The
company's funding policy is to contribute the minimum required tax-deductible
contribution for the year while taking into consideration any variable Pension
Benefit Guarantee Corporation premium. In 2000, the pension plan was amended to
provide for the payment of unreduced benefits, at early retirement, for a
participant whose combination of age and vested service equals 85 years or
greater. Approximately 35 percent of the plans' assets are invested in fixed
income securities, 50 percent in U.S. equities, and 15 percent in international
equities. Neither the company nor its subsidiaries sponsor a postretirement
health care benefit plan.


                                                                              67

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

The following table sets forth the plans' funded status:


<TABLE>
<CAPTION>
(in thousands)                                            2002           2001
                                                       ---------      ---------
<S>                                                    <C>            <C>      
Change in benefit obligation:                         
Benefit obligation at beginning of year                $ 356,035      $ 309,029
Service cost                                              15,772         14,496
Interest cost                                             25,595         23,427
Plan amendment                                               907          1,660
Actuarial loss                                            30,906         19,167
Benefits paid                                            (11,512)       (11,744)
                                                       ---------      ---------
Benefit obligation at end of year                      $ 417,703      $ 356,035
                                                       ---------      ---------
                                                      
Change in plan assets:                                
Fair value of plan assets at beginning of year         $ 274,602      $ 269,765
Actual return on plan assets                             (26,381)       (12,864)
Employer contributions                                    12,012         29,445
Benefits paid                                            (11,512)       (11,744)
                                                       ---------      ---------
Fair value of plan assets at end of year               $ 248,721      $ 274,602
                                                       ---------      ---------
                                                      
Funded status                                          $(168,982)     $ (81,433)
Unrecognized transition asset                             (1,344)        (2,235)
Unrecognized prior service cost                           13,579         13,985
Unrecognized net actuarial loss                          121,850         38,444
                                                       ---------      ---------
Accrued benefit cost                                   $ (34,897)     $ (31,239)
                                                       =========      =========
</TABLE>
                                              
                                                   
Amounts recognized in the Consolidated Balance Sheets at December 31 are as
follows:


<TABLE>
<CAPTION>
(in thousands)                                            2002           2001
                                                        --------       --------
<S>                                                     <C>            <C>      
Accrued pension liability, net                          $(34,897)      $(31,239)
Minimum pension liability                                (61,629)            --
Intangible asset                                          13,579             --
Accumulated other comprehensive loss (pretax)             48,050             --
                                                        --------       --------
Accrued benefit cost                                    $(34,897)      $(31,239)
                                                        ========       ========
</TABLE>



68

<PAGE>
The following table provides the components of net pension cost:


<TABLE>
<CAPTION>
(in thousands)                                           2002           2001           2000
                                                       --------       --------       --------
<S>                                                    <C>            <C>            <C>    
Net pension cost:
Service cost                                           $ 15,772       $ 14,496       $ 11,326
Interest cost                                            25,595         23,427         21,733
Expected return on plan assets                          (25,139)       (21,010)       (20,742)
Amortization of unrecognized net transition assets       (2,380)        (2,384)        (2,388)
Amortization of prior service costs                       1,438          1,304          1,113
                                                       --------       --------       --------
Net pension cost                                       $ 15,286       $ 15,833       $ 11,042
                                                       ========       ========       ========

Weighted average assumptions at December 31:

Discount rate                                              6.75%          7.25%          7.50%
Rate of increase in compensation levels                    4.50%          4.50%          4.50%
Expected rate of return on assets                          9.00%          9.00%          9.00%
                                                       ========       ========       ========
</TABLE>


Increases in the company's pension benefit obligations combined with market
losses in 2002 and 2001 have negatively impacted the funded status of the
pension plans, resulting in additional funding and expense over the next several
years. Due to these same factors, the company recorded an adjustment in 2002 to
shareholders' equity of $30.8 million, net of tax of $17.2 million, to reflect
the minimum liability associated with the plans.

Multi-Employer Plans

Yellow Transportation contributes to multi-employer health, welfare and pension
plans for employees covered by collective bargaining agreements (approximately
80 percent of total employees). The amounts of these contributions are
determined by contract and established in the agreements. The health and welfare
plans provide health care and disability benefits to active employees and
retirees. The pension plans provide defined benefits to retired participants.
The company contributed and charged to expense the following amounts to these
plans:


<TABLE>
<CAPTION>
(in thousands)                            2002            2001            2000
                                        --------        --------        --------
<S>                                     <C>             <C>             <C>     
Health and welfare                      $156,081        $150,012        $154,730
Pension                                  159,018         157,148         167,772
                                        --------        --------        --------
Total                                   $315,099        $307,160        $322,502
                                        ========        ========        ========
</TABLE>



                                                                              69

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

Under current legislation regarding multi-employer pension plans, a termination,
withdrawal or partial withdrawal from any multi-employer plan that is in an
under-funded status would render the company liable for a proportionate share of
such multi-employer plans' unfunded vested liabilities. This potential unfunded
pension liability also applies to the company's unionized competitors who
contribute to multi-employer plans. Based on the limited information available
from plan administrators, which the company cannot independently validate, the
company believes that its portion of the contingent liability in the case of a
full withdrawal or termination would be material to its financial position and
results of operations. Yellow Transportation has no current intention of taking
any action that would subject the company to obligations under the legislation.

Yellow Transportation has collective bargaining agreements with its unions that
stipulate the amount of contributions Yellow Transportation makes to
multi-employer pension plans. The Internal Revenue Code and Internal Revenue
Service regulations also establish minimum funding requirements for
multi-employer pension plans and a process to address the plans' funding if it
fails to meet those requirements.

401(k) Savings Plans

The company and its operating subsidiaries each sponsor defined contribution
plans, primarily for employees not covered by collective bargaining agreements.
The plans principally consist of contributory 401(k) savings plans and
noncontributory profit sharing plans. Plans provided by Yellow Corporation and
Yellow Transportation consist of both a fixed matching percentage and a
discretionary amount. The nondiscretionary company match for these plans equals
25 percent of the first six percent of an eligible employee's contributions.
Discretionary contributions for both the 401(k) savings plan and profit sharing
plans are determined annually by the Board of Directors. The 401(k) savings plan
offered by Meridian IQ provides a fixed matching percentage of 75 percent of the
first six percent of an eligible employee's contributions with no option for
discretionary contributions. Contributions for each of the three years in the
period ended December 31, 2002, were not material to the operations of the
company.

The company's employees covered under collective bargaining agreements can also
participate in a contributory 401(k) plan. There are no employer contributions
to the plan.

Performance Incentive Awards

The company and its operating subsidiaries each provide annual performance
incentive awards to nonunion employees, which are based primarily on actual
operating results achieved compared to targeted operating results. Income from
continuing operations in 2002, 2001, and 2000 includes performance incentive
expense for nonunion employees of $15.6 million, $2.9 million, and $38.7
million, respectively. Yellow pays performance incentive awards for a year
primarily in the first quarter of the following year.


70

<PAGE>
Executive Performance Plan

The company implemented a long-term incentive plan in 2002. This plan replaced
the use of stock options as the exclusive vehicle for delivering long-term
incentive compensation potential to the company's executive officers. Awards
under the plan can be made in cash and performance share units at the discretion
of the Board of Directors and are expected to vest over three years from the
date of grant. The plan utilizes a phased implementation schedule that allows
for one-third of the typical award in the first year of implementation,
two-thirds in the second year, and the full award in the third year. In 2002,
award amounts were based primarily on the company's return on committed capital
compared to the Standard and Poor's Small Cap 600. Income from continuing
operations in 2002 includes performance incentive accruals for executives of
$2.0 million.

Stock Compensation Plans

The company has reserved 4.8 million shares of its common stock for issuance to
key management personnel of the company and its operating subsidiaries under
five stock option plans. The plans generally permit grants of nonqualified stock
options and grants of stock options coupled with a grant of stock appreciation
rights (SARs). In addition, the company has reserved 200,000 shares of its
common stock for issuance to its Board of Directors. Under the plans, the
exercise price of each option equals the closing market price of the company's
common stock on the date of grant. The options vest ratably, generally over a
period of four years, and expire ten years from the date of the grant. The 1992
plan also permits the issuance of restricted stock. In 2002, Yellow issued
56,300 shares of restricted stock from the 1992 plan at $25.90 per share that
clif vest over three years.

The company implemented a new stock option plan in 2002 which reserves 1.0
million of the 4.8 million shares discussed above. This plan permits the
issuance of restricted stock and restricted stock units, as well as options,
SARs, and performance stock and performance stock unit awards. The maximum
cumulative number of shares that can be awarded in any form other than options
or SARs is 200,000 shares. Yellow did not issue any restricted stock or SARs
from this plan during 2002.

The outstanding stock options of Yellow were adjusted to reflect the impact of
the spin-off. For employees who continued employment with Yellow, the option
remained an option for Yellow common stock with the number of shares covered by
the option and related exercise price adjusted to preserve the intrinsic value.
For employees who worked for SCST after the spin-off, the Yellow options were
cancelled and SCST issued options to purchase SCST common stock with the number
of shares of SCST common stock and exercise price set to preserve the intrinsic
value.

As of December 31, 2002, 2001, and 2000, options on approximately 736,000
shares, 1,054,000 shares, and 1,421,000 shares, respectively, were exercisable
at weighted average exercise prices of $17.77 per share, $20.62 per share, and
$18.12 per share, respectively. The weighted average


                                                                              71

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

remaining contract life on outstanding options at December 31, 2002, 2001, and
2000 was 7.4 years, 7.3 years, and 7.9 years, respectively. A summary of
activity in the company's stock option plans is presented in the following
table.


<TABLE>
<CAPTION>
                                                          Exercise Price
                                                    ----------------------------
                                        Shares       Weighted
                                    (in thousands)    Average         Range
                                    --------------  ----------   ---------------
<S>                                 <C>             <C>          <C>       
Outstanding at December 31, 1999         3,134      $    17.44   $ 11.50 - 27.00
Granted                                  1,170           16.63     14.56 - 18.75
Exercised                                 (517)          13.54     11.50 - 18.13
Forfeited / expired                       (412)          19.13     11.50 - 27.00
                                          ----      ----------   ---------------
Outstanding at December 31, 2000         3,375      $    17.55   $ 11.50 - 27.00
Granted                                     42           20.30     18.25 - 21.87
Exercised                               (1,063)          15.64     11.50 - 24.05
Forfeited / expired                        (83)          18.57     12.25 - 24.05
                                           ---      ----------   ---------------
Outstanding at December 31, 2001         2,271      $    18.46   $ 11.50 - 27.00
Granted                                    900           26.81     22.42 - 29.67
Exercised                                 (737)          17.76     10.56 - 24.79
SCST spin-off adjustment                  (352)             --                --
Forfeited / expired                        (86)          17.83     10.56 - 24.05
                                      --------      ----------   ---------------
Outstanding at December 31, 2002         1,996      $    21.27   $ 10.56 - 29.67
                                      ========      ==========   ===============
</TABLE>

                                               
The following table summarizes information about stock options outstanding as of
December 31, 2002:


<TABLE>
<CAPTION>
                                           Options Outstanding                       Options Exercisable
                           ---------------------------------------------------  --------------------------------
                                           Weighted-Average
                               Shares          Remaining      Weighted-Average      Shares      Weighted-Average
Range of exercise prices   (in thousands)  Contractual Years   Exercise Price   (in thousands)   Exercise Price
------------------------   --------------  -----------------  ----------------  --------------  ----------------
<S>                        <C>             <C>                <C>               <C>             <C>    
$10.56 - 15.61                   558              7.1             $  14.36           246             $ 14.30
$15.62 - 22.80                   785              5.7             $  19.26           480             $ 19.41
$22.81 - 29.67                   653              9.7             $  29.58            10             $ 23.93
</TABLE>


As discussed in the Summary of Accounting Policies note, the company applies APB
25 in accounting for stock options. Please refer to that note for pro forma
effects had the company applied Statement No. 123.


72

<PAGE>
Goodwill and Intangibles

Goodwill is recognized for the excess of the purchase price over the fair value
of tangible and identifiable intangible net assets of businesses acquired. Prior
to the adoption on January 1, 2002 of Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (Statement No. 142), the
company amortized goodwill over the estimated period of benefit on a
straight-line basis over periods generally ranging from 20 to 40 years, and the
company reviewed goodwill for impairment under the policy for other long-lived
assets. Since the adoption of Statement No. 142, the company discontinued
amortization of goodwill, and reviews goodwill at least annually for impairment
based on a fair value approach. 

As a result of the spin-off, the company reports results of operations for SCST,
including prior year goodwill amortization, under discontinued operations.
Meridian IQ has not amortized goodwill in accordance with provisions of
Statement No. 142. Therefore, income from continuing operations does not include
goodwill amortization for any period presented.

The net carrying amount of goodwill attributable to each subsidiary with
goodwill balances and changes therein follows:


<TABLE>
<CAPTION>
                       December 31,   Impairment     (Spin-off ) /  December 31,
(in thousands)            2001        Adjustment     Acquisitions        2002
                       ------------   ----------     -------------  ------------
<S>                    <C>            <C>            <C>            <C>    
SCST                    $ 89,971       $(75,175)       $(14,796)       $    --
Meridian IQ               10,600             --           9,891         20,491
                        --------       --------        --------        -------
Goodwill                $100,571       $(75,175)       $ (4,905)       $20,491
                        ========       ========        ========        =======
</TABLE>


At December 31, 2001, the company had $100.6 million of goodwill, consisting
primarily of $75.2 million remaining from the acquisition of Jevic included in
the non-current assets of discontinued operations. Based on an estimate of
Jevic's discounted cash flows, the company determined that 100 percent of the
Jevic goodwill was impaired due to lower business volumes, compounded by a weak
economy and an increasingly competitive business environment. As a result, the
company recorded a non-cash charge of $75.2 million in the first quarter 2002,
which was reflected as a cumulative effect of a change in accounting principle.
Due to the spin-off, the company reclassified the non-cash charge to
discontinued operations on the Statement of Consolidated Operations.

In connection with adopting Statement No. 142, the company also reassessed the
useful lives and the classification of its identifiable intangible assets and
determined that they continue to be appropriate.


                                                                              73

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

The components of amortized intangible assets follow:


<TABLE>
<CAPTION>
                                 December 31, 2002          December 31, 2001
                             -------------------------  ------------------------
                   Average    Gross                      Gross     
                    Life     Carrying    Accumulated    Carrying    Accumulated
(in thousands)     (years)    Amount     Amortization    Amount     Amortization
                   -------   --------    ------------   --------    ------------
<S>                <C>       <C>         <C>            <C>         <C>   
Customer related     11      $5,622         $  355       $  317       $   34
Marketing related     6       1,550             42        1,963          812
Technology based      5       1,061            140          231           19
                             ------         ------       ------       ------
Intangible assets            $8,233         $  537       $2,511       $  865
                             ======         ======       ======       ======
</TABLE>
                                                         

The gross carrying amount of intangibles at December 31, 2001 included
approximately $2 million of SCST assets and the related accumulated amortization
of $.8 million. SCST intangibles and accumulated amortization are not reflected
in the December 31, 2002 balances. Identifiable intangibles of approximately
$7.7 million are reflected in the December 31, 2002 balances as a result of
Meridian IQ acquisitions during 2002.

Amortization expense for intangible assets, as reflected in income from
continuing operations, was $482 thousand for the year ending December 31, 2002.
Estimated amortization expense for the next five years is as follows:


<TABLE>
<CAPTION>
(in thousands)                              2003    2004    2005    2006    2007
                                            ----    ----    ----    ----    ----
<S>                                         <C>     <C>     <C>     <C>     <C> 
Estimated amortization expense              $972    $942    $859    $750    $606
</TABLE>
                                                           

Acquisitions

In July 2002, Meridian IQ acquired selected assets, consisting primarily of
customer contracts, of Clicklogistics, Inc. (Clicklogistics) for nominal cash
consideration. Clicklogistics provides non-asset transportation and logistics
management services.

In August 2002, Meridian IQ completed the acquisition of MegaSys, Inc.
(MegaSys), a Greenwood, Indiana based provider of non-asset transportation and
logistics management services, for approximately $17 million. The acquisition
price primarily related to $9.3 million of goodwill and $7.1 million of
identifiable intangible assets. As part of the acquisition, Meridian IQ
negotiated an earnout arrangement, which provides for Meridian IQ to pay
contingent consideration upon MegaSys generating cash flow levels in excess of
an established rate of return through December 31, 2005. If reached, the earnout
amount could increase the purchase price up to an additional $18 million. The
company believes the acquisition supports its plans to grow its non-asset-based
business and be a single-source transportation provider.


74

<PAGE>
In September 2001, the company completed its acquisition of the remaining
ownership in Transportation.com from its venture capital partners. The cash
purchase price of approximately $14.3 million was allocated to goodwill of $10.6
million, tax benefit receivable of $4.0 million and miscellaneous assets and
liabilities of $(0.3) million. As of the acquisition date, Transportation.com,
as well as the company's other non-asset-based services, have been consolidated
under Meridian IQ. The purchase agreements provide for material contingent
payments to be paid to the sellers in the event of a public offering of Meridian
IQ on or before August 2006. The company has no current plans for a public
offering of Meridian IQ. Prior to the acquisition date, the company accounted
for its ownership interest under the equity method of accounting due to
substantive participating rights of the minority investors. Losses on the
company's investment of $5.7 million in 2001 and $3.3 million in 2000 were
recorded in nonoperating expenses.

Income Taxes

Deferred income taxes are determined based upon the difference between the book
and the tax basis of the company's assets and liabilities. Deferred taxes are
recorded at the enacted tax rates expected to be in effect when these
differences reverse. Deferred tax liabilities (assets) are comprised of the
following at December 31:


<TABLE>
<CAPTION>
(in thousands)                                             2002           2001
                                                         ---------      ---------
<S>                                                      <C>            <C>      
Depreciation                                             $  90,004      $  81,521
Prepaids                                                     8,193          9,427
Employee benefits                                           52,330         48,519
Revenue                                                     22,925         20,241
Other                                                        6,354          9,467
                                                         ---------      ---------
Gross tax liabilities before discontinued operations     $ 179,806      $ 169,175
Gross tax liabilities of discontinued operations                --         62,530
                                                         ---------      ---------
Gross tax liabilities                                    $ 179,806      $ 231,705
                                                         ---------      ---------
Claims and insurance                                     $ (54,684)     $ (53,341)
Bad debts                                                   (5,514)        (2,812)
Employee benefits                                          (45,076)       (18,712)
Revenue                                                    (10,882)       (15,398)
Other                                                      (21,242)       (21,698)
                                                         ---------      ---------
Gross tax assets before discontinued operations          $(137,398)     $(111,961)
Gross tax assets of discontinued operations                     --        (20,416)
                                                         ---------      ---------
Gross tax assets                                         $(137,398)     $(132,377)
                                                         ---------      ---------
Net tax liability                                        $  42,408      $  99,328
                                                         =========      =========
</TABLE>


A valuation allowance for deferred tax assets was not required at
December 31, 2002 or 2001.


                                                                              75

<PAGE>
Notes to Consolidated Financial Statements
Yellow Corporation and Subsidiaries

A reconciliation between income taxes at the federal statutory rate and the
consolidated effective tax rate from continuing operations follows:


<TABLE>
<CAPTION>
(in thousands)                                              2002           2001            2000
                                                          --------       --------       ---------
<S>                                                       <C>            <C>            <C>  
Federal statutory rate                                        35.0%          35.0%           35.0%
State income taxes, net                                       (0.8)          (2.0)            4.0
Nondeductible business expenses                                4.5           11.3             2.7
Foreign tax credit and rate differential                      (2.2)          (2.5)            0.6
Other, net                                                    (0.3)          (2.8)           (0.9)
                                                          --------       --------       ---------
Effective tax rate                                            36.2%          39.0%           41.4%
                                                          ========       ========       =========
</TABLE>


The income tax provision from continuing operations consisted of the following:


<TABLE>
<CAPTION>
(in thousands)                                              2002           2001            2000
                                                          --------       --------       ---------
<S>                                                       <C>            <C>            <C>  
Current:
U.S. federal                                              $ 12,697       $ (6,853)      $  28,511
State                                                         (353)        (3,628)          5,556
Foreign                                                       (180)           505            (151)
                                                          --------       --------       ---------
Current income tax provision                              $ 12,164       $ (9,976)      $  33,916
                                                          --------       --------       ---------
Deferred:
U.S. federal                                              $    584       $ 14,220       $   7,739
State                                                          748          2,937           1,191
Foreign                                                        117           (411)            676
                                                          --------       --------       ---------
Deferred income tax provision                             $  1,449       $ 16,746       $   9,606
                                                          --------       --------       ---------
Income tax provision                                      $ 13,613       $  6,770       $  43,522
                                                          ========       ========       =========

Based on the income from continuing operations 
  before income taxes:

Domestic                                                  $ 37,892       $ 16,119       $ 105,472
Foreign                                                       (306)         1,240            (345)
                                                          --------       --------       ---------
Income from continuing operations before income taxes     $ 37,586       $ 17,359       $ 105,127
                                                          ========       ========       =========
</TABLE>



76

<PAGE>
Commitments, Contingencies, and Uncertainties

The company incurs rental expenses under noncancelable lease agreements for
certain buildings and operating equipment. Rental expense is charged to
operating expense and supplies on the Statements of Consolidated Operations.
Actual rental expense, as reflected in income from continuing operations, was
$34.8 million, $37.0 million, and $35.7 million for the years ended December 31,
2002, 2001, and 2000, respectively.

The company utilizes certain terminals and equipment under operating leases. At
December 31, 2002, the company was committed under noncancelable lease
agreements requiring minimum annual rentals payable as follows:


<TABLE>
<CAPTION>
(in thousands)            2003      2004      2005       2006      2007   Thereafter
                        --------  --------  --------   -------   -------  ----------
<S>                     <C>       <C>       <C>        <C>       <C>       <C>    
Minimum annual rentals  $ 26,203  $ 18,182  $ 13,373   $ 4,076   $ 3,039   $ 5,624
</TABLE>


The company expects in the ordinary course of business that leases will be
renewed or replaced as they expire. Projected 2003 net capital expenditures are
expected to be $100 to $110 million, of which $32 million was committed at
December 31, 2002.

The company's outstanding letters of credit at December 31, 2002 included $10.6
million for property damage and workers' compensation claims against SCST.
Yellow agreed to maintain the letters of credit outstanding at the spin-off date
until SCST obtained replacement letters of credit or third party guarantees.
SCST agreed to use its reasonable best efforts to obtain these letters of credit
or guarantees, which in many cases would allow Yellow to obtain a release of its
letters of credit. SCST agreed to indemnify Yellow for any claims against the
letters of credit provided by Yellow. SCST reimburses Yellow for all fees
incurred related to the remaining outstanding letters of credit. The company
also provides a guarantee of $6.6 million regarding certain lease obligations of
SCST.

The company is involved in litigation or proceedings that have arisen in the
company's ordinary business activities. The company insures against these risks
to the extent deemed prudent by its management, but no assurance can be given
that the nature and amount of such insurance will be sufficient to fully
indemnify the company against liabilities arising out of pending and future
legal proceedings. Many of these insurance policies contain self-insured
retentions in amounts the company deems prudent. Based on its current assessment
of information available to the company as of the date of these financial
statements, the company believes that its financial statements include adequate
provision for estimated costs and losses that may ultimately be incurred with
regard to the litigation and proceedings to which the company is a party.


                                                                              77

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YELLOW CORPORATION AND SUBSIDIARIES

LABOR NEGOTIATIONS

The National Master Freight Agreement covering Yellow Transportation
collective-bargaining employees expires on March 31, 2003. Yellow Transportation
began formal labor negotiations with the International Brotherhood of Teamsters
in October 2002, with a goal to renegotiate the agreement prior to its
expiration. Failure to reach an agreement prior to the expiration of the
contract could have a significant impact on our financial condition and results
of operations. The agreement covers approximately 80 percent of Yellow
Transportation employees.

BUSINESS SEGMENTS

The company reports financial and descriptive information about its reportable
operating segments on a basis consistent with that used internally for
evaluating segment performance and allocating resources to segments. The
segments are managed separately because each requires different operating and
technology strategies. The company evaluates performance primarily on operating
income and return on capital.

Yellow has two reportable segments, which are strategic business units that
offer complementary transportation services to its customers. Yellow
Transportation is a unionized carrier that provides comprehensive regional,
national and international transportation services. Meridian IQ provides
domestic and international freight forwarding, multi-modal brokerage and
transportation management services.

The accounting policies of the segments are the same as those described in the
Summary of Accounting Policies note. Management fees and other corporate
services are charged to segments based on direct benefit received or allocated
based on revenue. Corporate revenue in 2001 and 2000 represented certain
non-asset-based services prior to the formation of Meridian IQ. Corporate
operating losses represent operating expenses of the holding company, including
salaries, wages and benefits, along with incentive compensation and professional
services for all periods presented. In 2002, Corporate operating losses also
included approximately $6.9 million of spin-off charges. Corporate identifiable
assets primarily referred to cash and cash equivalents, in addition to pension
intangible assets. In 2002, intersegment revenue related to transportation
services provided by Yellow Transportation to Meridian IQ and charges to Yellow
Transportation for use of various Meridian IQ service names.

Meridian IQ includes the former operations of Transportation.com as well as
other non-asset-based services. The 2001 and 2000 segment data for Meridian IQ
included the partial year results of operations of Transportation.com and other
non-asset-based services for the periods they were part


78

<PAGE>
of the company's consolidated financial results. Full year revenue for Meridian
IQ was $31.1 million and $23.4 million in 2001 and 2000, respectively. Full year
operating losses for Meridian IQ were $(16.8) million and $(13.7) million in
2001 and 2000, respectively.

Revenue from foreign sources totaled $24.8 million, $26.0 million, and $24.5
million, in 2002, 2001, and 2000 respectively, and is largely derived from
Canada and Mexico.

The following table summarizes the company's operations by business segment:


<TABLE>
<CAPTION>
                                         Yellow                           Corporate/
(in thousands)                   Transportation       Meridian IQ       Eliminations          Consolidated
-------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>               <C>                   <C>
2002

External revenue                     $2,544,573        $   79,575         $        -            $2,624,148
Intersegment revenue                      2,479             2,196             (4,675)                    -
Operating income (loss)                  70,594            (2,697)           (21,033)(2)            46,864
Identifiable assets                     940,252            64,617             38,116             1,042,985
Capital expenditures, net                81,232             1,537                 61                82,830
Depreciation and amortization            76,972             2,321                 41                79,334
-------------------------------------------------------------------------------------------------------------

2001                                                                                           

External revenue                     $2,485,972        $   11,292         $    7,806            $2,505,070
Intersegment revenue                      6,360                 -             (6,360)                    -
Operating income (loss)                  55,884            (5,738)           (11,951)               38,195
Identifiable assets                     757,484            17,641             19,704               794,829(1)
Capital expenditures, net                80,463               822                150                81,435
Depreciation and amortization            76,227               698                 52                76,977
-------------------------------------------------------------------------------------------------------------

2000                                                                                           
                                                                                               
External revenue                     $2,763,426        $   16,788         $   18,917            $2,799,131
Intersegment revenue                     14,346                 -            (14,346)                    -
Operating income (loss)                 141,829            (4,507)           (10,575)              126,747
Identifiable assets                     722,808                 -             45,793               768,601(1)
Capital expenditures, net                61,791               256              8,642                70,689
Depreciation and amortization            68,780               120              9,687                78,587
-------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   The December 31, 2001 and 2000, total assets per the Consolidated Balance
      Sheets includes $490,948 and $539,876, respectively, of assets related to
      discontinued operations not included above.

(2)   Includes $6.9 million of spin-off charges as discussed on the  previous
      page.


                                                                              79

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YELLOW CORPORATION AND SUBSIDIARIES

EARNINGS PER COMMON SHARE


<TABLE>
<CAPTION>
(in thousands except per share data)                          2002             2001           2000
----------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>             <C>         
Income from continuing operations                     $     23,973     $     10,589    $     61,605
Income (loss) from discontinued operations                (117,875)           4,712           6,413
----------------------------------------------------------------------------------------------------
Net income (loss)                                     $    (93,902)    $     15,301    $     68,018
----------------------------------------------------------------------------------------------------

Average common shares outstanding - basic                   28,004           24,376          24,649
Effect of dilutive options and restricted stock                367              303             138
----------------------------------------------------------------------------------------------------
Average common shares outstanding - diluted                 28,371           24,679          24,787

Basic earnings per share:
Income from continuing operations                     $       0.86     $       0.44    $       2.50
Income (loss) from discontinued operations                   (4.21)            0.19            0.26
----------------------------------------------------------------------------------------------------
Net income (loss)                                     $      (3.35)    $       0.63    $       2.76
----------------------------------------------------------------------------------------------------

Effect of dilutive options on earnings per share:                                      
Income from continuing operations                     $      (0.02)    $      (0.01)   $      (0.01)
Income (loss) from discontinued operations                    0.06             -              (0.01)
----------------------------------------------------------------------------------------------------
Net income (loss)                                     $       0.04     $      (0.01)   $      (0.02)
----------------------------------------------------------------------------------------------------

Diluted earnings per share:                                                            
Income from continuing operations                     $       0.84     $       0.43    $       2.49
Income (loss) from discontinued operations                   (4.15)            0.19            0.25
----------------------------------------------------------------------------------------------------
Net income (loss)                                     $      (3.31)    $       0.62    $       2.74
====================================================================================================
</TABLE>


The impacts of certain options were excluded from the calculation of diluted
earnings per share because average exercise prices were greater than the average
market price of common shares. Data regarding those options is summarized below:


<TABLE>
<CAPTION>
(in thousands except per share data)                        2002             2001             2000
----------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>               <C>  
Weighted average option shares outstanding                   129              611            1,500
Weighted average exercise price                        $   29.67       $    24.18        $   20.79
----------------------------------------------------------------------------------------------------
</TABLE>



80

<PAGE>

INDEPENDENT AUDITORS' REPORT


TO THE SHAREHOLDERS OF YELLOW CORPORATION:

We have audited the accompanying consolidated balance sheets of Yellow
Corporation (a Delaware corporation) and Subsidiaries as of December 31, 2002
and 2001, and the related consolidated statements of operations, cash flows,
shareholders' equity, and comprehensive income for each of the years in the
three year period ended December 31, 2002. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Yellow Corporation
and Subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the three year period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

As discussed in the Goodwill and Intangibles note to the financial statements,
effective January 1, 2002, the Company ceased amortization of goodwill and
changed its method of determining impairment of goodwill as required by
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets.

KPMG LLP
Kansas City, Missouri
January 23, 2003



                                                                              81

<PAGE>
SUPPLEMENTARY INFORMATION

YELLOW CORPORATION AND SUBSIDIARIES

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
                                                   First         Second        Third          Fourth
(in thousands except per share data)             Quarter        Quarter       Quarter        Quarter
------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>           <C>            <C>      
2002
Operating revenue                              $ 578,802      $ 646,061     $ 682,473      $ 716,812
Unusual items expense                                704            999         5,718          1,014
Operating income                                   2,657          6,210        13,482         24,515
Income (loss) from continuing operations            (147)         2,628         7,297         14,195
Income (loss) from discontinued operations       (72,889)         3,592       (48,578)             -
Net income (loss)                                (73,036)         6,220       (41,281)        14,195
Diluted earnings (loss) per share:
  From continuing operations                       (0.01)          0.09          0.25           0.48
  From discontinued operations                     (2.88)          0.13         (1.65)             -
Common stock
  High                                             23.12          27.98         27.07          32.21
  Low                                              18.31          21.20         18.72          25.19
2001
Operating revenue                              $ 636,002      $ 629,135     $ 639,462      $ 600,471
Unusual items expense (income)                       626          1,117          (734)         4,406
Operating income                                  11,818         11,691        12,816          1,870
Income (loss) from continuing operations           2,780          3,589         5,148           (928)
Income (loss) from discontinued operations        (1,034)         2,067         1,330          2,349
Net income                                         1,746          5,656         6,478          1,421
Diluted earnings (loss) per share:
  From continuing operations                        0.11           0.15          0.21          (0.03)
  From discontinued operations                     (0.04)          0.08          0.05           0.09
Common stock
  High                                             24.69          20.15         27.57          26.45
  Low                                              15.63          15.50         16.82          18.00
------------------------------------------------------------------------------------------------------
</TABLE>


COMMON STOCK

Approximately 2,200 shareholders of record hold Yellow Corporation common stock.
The company's only class of stock outstanding is common stock, traded in
over-the-counter markets. Trading activity averaged 384,000 shares per day
during the year, up from 262,000 per day in 2001. The NASDAQ stock market quotes
prices for the company's common stock under the symbol "YELL". The high and low
prices at which Yellow Corporation common stock traded for each calendar quarter
in 2002 and 2001 are shown above.


82

<PAGE>
GLOSSARY

FINANCIAL TERMS

ASSET BACKED
SECURITIZATIONS (ABS)

Commercial paper backed by accounts receivable of the company and other
unrelated companies originated by a third-party financial institution.

DEBT TO CAPITALIZATION

The percentage of a company financed by debt versus shareholders' investments.
Debt to capitalization is calculated as debt, including ABS borrowings (total
debt), less cash and cash equivalents, divided by total debt less cash and cash
equivalents plus shareholders' equity.

FREE CASH FLOW

Cash provided by operations and stock option proceeds less cash reinvested in
the business through capital expenditures. ABS activity and net cash from
operating activities of discontinued operations are excluded from this
calculation.

OPERATING RATIO

A key financial indicator in the transportation industry calculated by dividing
operating expenses by operating revenue.

RETURN ON COMMITTED
CAPITAL (ROCC)

One of the company's key metrics. ROCC is calculated by tax-effecting earnings
before interest and taxes, excluding unusual items, and then dividing the result
by committed capital.

Committed capital is calculated as the sum of total debt, including ABS
borrowings, plus shareholders' equity.

SHAREHOLDERS' EQUITY
PER SHARE

Total shareholders' equity at the end of the year divided by the common shares
outstanding at the end of the year.

UNUSUAL ITEMS EXPENSE/ (INCOME)

Items that management does not consider representative of the company's ongoing
operations, including gains and losses on property dispositions. These
transactions can distort the underlying results of operations and affect
comparability between years.

INDUSTRY TERMS

BROKERAGE

Companies licensed by the Interstate Commerce Commission to engage in the
business of arranging for transportation of property in interstate commerce.

LESS-THAN-TRUCKLOAD (LTL)

A term that refers to shipments (typically less than 10,000 pounds) from several
customers that are consolidated onto one trailer.

LINEHAUL

Movement of shipments between cities, excluding pick-up and delivery service.

PICK-UP

Service of a carrier in calling for and collecting shipments to be transported
through its system.

SERVICE CENTER

The location at which shipments are ordinarily loaded and dispatched.

TRUCKLOAD (TL)

Large-volume shipments from a single customer that weigh more than 10,000
pounds.

WEB-NATIVE

Technology built for and designed to be employed only via the Internet.

<PAGE>
YELLOW TERMS

CUSTOMER SERVICE CENTERS

Centralized call centers in Des Moines, Iowa, and Sioux Falls, South Dakota,
that handle pick-up and delivery for Yellow service centers throughout the
nation and provide a host of value-added services.

DEFINITE DELIVERY

A guaranteed on-time service at standard transit times with continuous shipment
monitoring and proactive notification.

EXACT EXPRESS

A guaranteed, time-definite, expedited service offering using a variety of air
and ground solutions.

ISO 9001: 2000

A comprehensive set of standards that measure quality within business
organizations. Yellow recently was recertified under the ISO 9001: 2000
classification. The certification applies to "all activities related to freight
transportation," extending to 2007. Certification programs are administered by
the International Accreditation Registry, considered the leading authority on
quality in the world.

MERIDIAN IQ

A non-asset-based Yellow Corporation subsidiary and global transportation
management company that plans and coordinates the movement of goods worldwide
to provide customers a single source for transportation management solutions.

MYYELLOW.COM

The web site that allows Yellow customers to conduct their transportation
business and manage their supply chains online.

POWERTMS

A powerful transportation management system available to Meridian IQ customers.

SCS TRANSPORTATION, INC.
(SCST)

A former Yellow Corporation subsidiary consisting of regional carriers Saia
Motor Freight Line, Inc. and Jevic Transportation, Inc. The spin-off of SCST was
effective September 30, 2002.

STANDARD GROUND

Yellow service offering with direct delivery points throughout North America.

STANDARD GROUND
REGIONAL ADVANTAGE

Two- and three-day service in 500- to 1,500-mile length-of- haul lanes. Yellow
provides this service in 38,000 lanes in metro-to-metro markets throughout the
central and eastern United States.

YELLOW CORPORATION

A holding company that through wholly-owned operating subsidiaries offers its
customers a wide range of asset and non-asset-based transportation services
integrated by technology.

YELLOW GLOBAL

A unit of Meridian IQ handling global transportation services with service to 88
countries worldwide.

YELLOW TECHNOLOGIES

A Yellow Corporation subsidiary providing innovative technology solutions and
services exclusively for Yellow operating companies.

YELLOW TRANSPORTATION

A Yellow Corporation subsidiary offering a full range of regional, national and
international services for the movement of industrial, commercial and retail
goods.

YES WE CAN

Yellow brand promise articulating our commitment to 100 percent customer
satisfaction.

<PAGE>
OFFICERS

Yellow Corporation

William D. Zollars
Chairman of the Board,
President and Chief Executive Officer

Donald G. Barger, Jr.
Senior Vice President and
Chief Financial Officer

Daniel J. Churay
Senior Vice President,
General Counsel and Secretary

Gregory A. Reid
Senior Vice President and Chief Marketing Officer

Stephen L. Bruffett
Vice President and Treasurer

Yellow Transportation, Inc.

James L. Welch
President and Chief Executive Officer

Meridian IQ, LLC

James D. Ritchie
President and Chief Executive Officer

Yellow Technologies, Inc.

Lynn M. Caddell 
President

Yellow Corporation

P.O. Box 7563
Overland Park, KS 66207
913-696-6100
www.yellowcorp.com


Independent Auditors

KPMG LLP
Kansas City, MO

Transfer Agent and Registrar

Mellon Investor Services
P.O. Box 3315
So. Hackensack, NJ 01606
800-851-9677
www.melloninvestor.com

Annual Meeting

April 17 at 9:30 a.m.
Yellow Corporation
10990 Roe Avenue
Overland Park, KS 66211

10-K Report

Please write to:
Manager, Investor Relations
Yellow Corporation
or see our web site.
www.yellowcorp.com


                                                                              85

<PAGE>
BOARD OF DIRECTORS

[PHOTO OF BOARD OF DIRECTORS]

Pictured, standing, from left to right:
Dennis E. Foster,
William L. Trubeck,
Carl W. Vogt,
Richard C. Green, Jr.,
and John C. McKelvey.

Pictured, sitting, from left to right:

William D. Zollars,
Cassandra C. Carr,
and Howard M. Dean.


William D. Zollars
Director since 1999
Chairman of the Board,
President and Chief Executive Officer
of the Company

Cassandra C. Carr (3)
Director since 1997
Senior Advisor,
Public Strategies

Howard M. Dean (2)
Director since 1987
Retired Chairman,
Dean Foods Company

Dennis E. Foster (1), (3)*
Director since 2000
Retired Vice Chairman,
Alltel Corporation

Richard C. Green, Jr. (2)
Director since 2001
Chairman of the Board,
President and Chief Executive
Officer,
Aquila, Inc.

John C. McKelvey (1)*
Director since 1977
President and
Chief Executive Officer,
Menninger Foundation
and Menninger Psychiatric Clinic

William L. Trubeck (2)*
Director since 1994
Executive Vice President,
Operations Support and
Chief Administrative Officer,
Waste Management, Inc.

Carl W. Vogt (1), (3)
Director since 1996
Of Counsel,
formerly Senior Partner,
Fulbright & Jaworski LLP


Daniel J. Churay
Secretary to the Board




(1) Audit Committee
(2) Compensation Committee
(3) Governance Committee
*   Committee Chairman


86

<PAGE>
Design: Cahan & Associates, San Francisco; Photography: cover & pgs. 3-13: Todd
Hido; pgs. 27 & 86: Ron Coppock-King

<PAGE>
                                [YELLOW LOGO]




                               Yellow Corporation
           P.O. Box 7563, Overland Park, KS 66207, www.yellowcorp.com


                             Printed in Canada #505




<PAGE>
Exhibit 21.1 - Subsidiaries of Yellow Corporation

Yellow Dot Com Subsidiary, Inc., a Delaware corporation
Meridian IQ, L.L.C., a Delaware limited liability company
Yellow Global, LLC, a Delaware limited liability company
Globe.com Lines, Inc., a Delaware corporation
OPK Insurance Co., LTD, a Bermuda company
Yellow Solutions, Inc., a Delaware corporation
Yellow Transportation, Inc., an Indiana corporation
Yellow Receivables Corp., a Delaware corporation
Mission Supply Co., a Kansas company
Yellow Redevelopment Corp., a Missouri corporation
Yellow Relocation Services, a Kansas company
Yellow Technologies, Inc., a Delaware corporation
Yellow Transportation of Ontario, Inc., a Canadian corporation
Yellow Transportation of British Columbia, Inc., a Canadian corporation
Yellow Transportation Mexicana SA de CV, a Mexican company





<PAGE>

                                                                    EXHIBIT 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements
(Nos. 33-47946, 333-02977, 333-16697, 333-59255, 333-49618, 333-49620 and
333-88268) on Form S-8 of Yellow Corporation of our report dated January 23,
2003, with respect to the consolidated balance sheets of Yellow Corporation as
of December 31, 2002 and 2001, and the related consolidated statements of
operations, cash flows, shareholders' equity, and comprehensive income for each
of the years in the three-year period ended December 31, 2002, which report
appears in the December 31, 2002, annual report; and to the inclusion of our
report dated January 23, 2002 with respect to the related financial statement
schedule, which report appears in the December 31, 2002, Form 10-K of Yellow
Corporation.

Our report dated January 23, 2003 contains an explanatory paragraph that states
that effective January 1, 2002, the Company ceased amortization of goodwill and
changed its method of determining impairment of goodwill as required by
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets.

KPMG LLP

Kansas City, Missouri
March 6, 2003







<PAGE>

                                                                    EXHIBIT 99.1


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report on Form 10-K of Yellow Corporation
(the "company") for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Form 10-K"), I,
William D. Zollars, Chief Executive Officer of the company, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

         1. The Form 10-K fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

         2. The information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of the
company.

         Date: March 6, 2003

                                           /s/ William D. Zollars
                                           -------------------------------------
                                           William D. Zollars
                                           Chairman of the Board, President and
                                           Chief Executive Officer








<PAGE>

                                                                    EXHIBIT 99.2


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report on Form 10-K of Yellow Corporation
(the "company") for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Form 10-K"), I,
Donald G. Barger, Jr., Chief Financial Officer of the company, certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         1. The Form 10-K fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

         2. The information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of the
company.

         Date: March 6, 2003

                                             /s/ Donald G. Barger, Jr.
                                             -----------------------------------
                                             Donald G. Barger, Jr.
                                             Senior Vice President and
                                             Chief Financial Officer