SEC Filing | Yellow Corporation

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Form S-3

As filed with the Securities and Exchange Commission on February 23, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Yellow Roadway Corporation

and Other Registrants

(See Table of Additional Registrants Below)

(Exact name of registrant as specified in its charter)


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

10990 Roe Avenue

Overland Park, Kansas 66211

(913) 696-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel J. Churay

Yellow Roadway Corporation

Senior Vice President, General Counsel and Secretary

10990 Roe Avenue

Overland Park, Kansas 66211

(913) 696-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Charles L. Strauss

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, TX 77010

(713) 651-5151

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after this registration statement becomes effective, subject to market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to Be Registered	Amount to Be Registered			Proposed Maximum Aggregate Price Per Unit (2)		Proposed Maximum Aggregate Offering Price (2)			Amount of Registration Fee

3.375% Contingent Convertible Senior Notes due 2023	$	150,000,000	(1)	100	%(3)	$	150,000,000	(3)	$	19,005

Common Stock, par value $1.00 per share (4)		3,260,870	(5)	N/A			N/A			N/A

Guarantees of the 3.375% Contingent Convertible Senior Notes due 2023 (6)		N/A		N/A			N/A			N/A

(1)

Represents the aggregate principal amount of 3.375% Contingent Convertible Senior Notes due 2023 that we sold on November 25, 2003.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(3)

Exclusive of accrued interest, if any.

(4)

The registrants will receive no consideration upon conversion of the Notes. Therefore, pursuant to Rule 457(i), no filing fee is required with respect to the shares of common stock registered hereby.

(5)

Represents the maximum number of shares of common stock initially issuable upon conversion of the Notes registered hereby. For purposes of estimating the number of shares of common stock to be included in this registration statement upon conversion of the Notes, we calculated the number of shares of common stock issuable upon conversion of the Notes at the initial conversion price of $46.00, which equals a conversion rate of 21.7391 shares per $1,000 principal amount of the Notes. In addition to the shares of common stock set forth in the table above, pursuant to Rule 416 under the Securities Act, we are registering an indeterminate number of shares of common stock issuable upon conversion of the Notes by means of adjustment of the conversion price pursuant to the terms of the Notes.

(6)

The 3.375% Contingent Convertible Senior Notes due 2023 are the obligations of Yellow Corporation and are guaranteed by the subsidiaries of Yellow Corporation listed on the “Table of Additional Registrants” on the following page. The registrants are hereby registering the guarantees. Pursuant to Rule 457(n), no registration fee is required with respect to the guarantees. The guarantees will not be traded separately.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS


Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Yellow Transportation, Inc.	Indiana	44-0594706
Yellow Technologies, Inc.	Delaware	48-1115792
Mission Supply Company	Kansas	48-0911571
Yellow Relocation Services, Inc.	Kansas	48-1067939
Meridian IQ, Inc.	Delaware	48-1233134
Yellow GPS, LLC	Delaware	48-1119865
Globe.com Lines, Inc.	Delaware	52-2068065
Roadway LLC	Delaware	34-1956254
Roadway Express, Inc.	Delaware	34-0492670
Roadway Next Day Corporation	Pennsylvania	23-2255947

The information in this prospectus is not complete and may be changed. We may not sell these Securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these Securities and it is not soliciting an offer to buy these Securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2004

PROSPECTUS

Yellow Roadway Corporation

$150,000,000

3.375% Contingent Convertible Senior Notes due 2023

Common Stock Issuable Upon Conversion of the Notes

Subsidiary Guarantees of the Notes

The securities to be offered and sold using this prospectus will be offered and sold by the selling security holders named in this prospectus. See “Selling Security Holders” beginning on page 10. The Notes are convertible, at the security holder’s option, prior to the maturity date into shares of our common stock in the following circumstances:

•

during any quarter commencing after December 31, 2003, if the closing sale price of our common stock over a specified number of trading days during the previous quarter is more than 120% of the conversion price of the Notes on the last trading day of the previous quarter;

•

if we have called the Notes for redemption;

•

during the five trading day period immediately following any nine consecutive trading day period in which the trading price of the Notes per $1,000 principal amount for each day of such period was less than 95% of the product of the closing sale price of our common stock on that day multiplied by the number of shares of our common stock issuable upon conversion of $1,000 principal amount of the Notes;

•

upon the occurrence of specified credit rating events; or

•

upon the occurrence of specified corporate transactions.

The Notes are initially convertible at a conversion price of $46.00 per share, which is equal to a conversion rate of approximately 21.7391 shares per $1,000 principal amount of Notes, subject to adjustment. Our common stock is listed on the Nasdaq National Market under the symbol “YELL”. On , 2004, the closing sale price of our common stock was $ per share.

The Notes bear interest at a rate of 3.375% per annum. Interest on the Notes is payable on November 25 and May 25 of each year, beginning on May 25, 2004. We also will pay contingent interest at a rate equal to 0.5% per annum during any six-month period, commencing with the six-month period beginning November 30, 2012, if the average trading price of the Notes per $1,000 principal amount for the five trading day period ending on the third trading day immediately preceding the first day of the applicable six-month period equals $1,200 or more.

The Notes will mature on November 25, 2023. We may redeem some or all of the Notes at any time on or after November 30, 2012, at a redemption price, payable in cash, of 100% of the principal amount of the Notes, plus accrued and unpaid interest (including contingent interest, if any) to the date of redemption. Holders may require us to repurchase all or a portion of their Notes on November 25, 2012, 2015 and 2020, and upon a change in control, as defined in the indenture governing the Notes, at 100% of the principal amount of the Notes, plus accrued and unpaid interest (including contingent interest, if any) to the date of repurchase, payable in cash.

The Notes are our senior unsecured obligations and rank equally with all of our other senior unsecured indebtedness and senior to any of our subordinated indebtedness outstanding or incurred in the future. The Notes are guaranteed by the majority of our current domestic operating subsidiaries and certain of our future domestic subsidiaries. The Notes effectively are subordinated to any of our or our guarantor subsidiaries’ secured debt, including our senior secured bank financing, the $225 million aggregate principal amount of Roadway’s 8.25% senior notes due 2008 and any indebtedness of any of our non-guarantor subsidiaries.

The selling security holders may sell the securities offered by this prospectus from time to time on any exchange on which the securities are listed on terms to be negotiated with buyers. They may also sell the securities in private sales or through dealers or agents. The selling security holders may sell the securities at prevailing market prices or at prices negotiated with buyers. The selling security holders will be responsible for any commissions due to brokers, dealers or agents. We will be responsible for all other offering expenses. We will not receive any of the proceeds from the sale by the selling security holders of the securities offered by this prospectus.

Investing in these securities involves risks. See “ Risk Factors” beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2004

Table of Contents


		Page
About This Prospectus		i
Cautionary Statement Regarding Forward-Looking Information		i
Summary		1
Our Company		1
The Offering		2
Risk Factors		5
Ratio of Earnings to Fixed Charges		13
No Proceeds		13
Selling Security Holders		13
Description Of Notes		16
Description Of Capital Stock		28
Material U.S. Federal Income Tax Considerations		30
Plan Of Distribution		36
Legal Matters		38
Experts		38
Where You Can Find More Information		38

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission using a “shelf” registration process. This means the securities described in this prospectus may be offered and sold using this prospectus from time to time as described in the “Plan of Distribution”. You should carefully read this prospectus and the information described under the heading “Where You Can Find More Information”. Under no circumstances should the delivery to you of this prospectus or any offering or sales made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus, including the documents incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect”, “will”, “look forward to” and similar expressions are intended to identify forward-looking statements.

The expectations set forth in this prospectus and the documents incorporated by reference regarding, among other things, accretion, returns on invested capital, achievement of annual savings and synergies, achievement of strong cash flow, sufficiency of cash flow to fund capital expenditures and achievement of debt reduction targets are only Yellow’s expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as:

•

the factors described under “Risk Factors” beginning on page 6 of this prospectus;

•

the factors that generally effect our business as further outlined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K for the year ended December 31, 2002, and this prospectus, including inflation, labor relations (i.e., disruptions, strikes or work stoppages), inclement weather, availability of fuel and the price of fuel as it affects the general economy, competitor pricing activity and the general impact of competition, expense volatility, capacity levels in the motor freight industry, changes in and customer acceptance of

new technology, changes in equity and debt markets, our ability to control costs and uncertainties concerning the impact terrorist activities may have on the economy and the motor freight industry, the state of international, national and regional economies and the success or failure of our operating plans, including our ability to manage growth; and

•

our actual results following our recent acquisition of Roadway Corporation could differ materially from the expectations set forth in this prospectus and the documents incorporated by reference depending on additional factors such as:

•

our cost of capital;

•

our ability to identify and implement cost savings, synergies and efficiencies in the time frame needed to achieve these expectations;

•

any loss of employees, customers or suppliers that we may suffer as a result of the merger;

•

our actual capital needs, the absence of any material incident of property damage or other hazard that could affect the need to effect capital expenditures and any currently unforeseen merger or acquisition opportunities that could affect capital needs; and

•

the costs incurred in implementing synergies including, but not limited to, our ability to terminate, amend or renegotiate prior contractual commitments of Yellow and Roadway.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus and the documents we have incorporated by reference. We will not update these statements unless the securities laws require us to do so.

SUMMARY

The following summary is qualified in its entirety by information contained elsewhere or incorporated by reference in this prospectus. The summary may not contain all the information that may be important to you. You should read this entire prospectus, including the financial data and related notes and the documents to which we have referred you, before making an investment decision. The terms “Yellow Roadway”, the “company”, “we”, “our” and “us” in this prospectus refer to Yellow Roadway Corporation and its subsidiaries, unless the context otherwise requires. The term “Yellow” refers to Yellow Corporation and its subsidiaries prior to the Roadway acquisition described below, unless the context otherwise requires. The term “Roadway” refers to Roadway Corporation and its subsidiaries prior to the Roadway acquisition described below, unless the context otherwise requires. The terms “merger” or “Roadway acquisition” refer to the December 2003 merger of Roadway Corporation with and into Yankee, LLC, a newly formed Delaware limited liability company and a wholly owned subsidiary of Yellow, pursuant to the Agreement and Plan of Merger dated as of July 8, 2003, among Yellow, Yankee LLC and Roadway. You should pay special attention to the “Risk Factors” beginning on page 6 of this prospectus to determine whether an investment in the Notes, or the common stock into which the Notes are convertible, is appropriate for you.

Our Company

Yellow Roadway Corporation is a Fortune 500 Company and one of the largest transportation service providers in the world. Through its subsidiaries including Yellow Transportation, Roadway Express, Roadway Next Day Corporation, Meridian IQ and Yellow Technologies, Yellow Roadway offers its customers a wide range of asset and non-asset-based transportation services integrated by technology. The Yellow Roadway portfolio of brands provides one of the most comprehensive packages of services for the shipment of industrial, commercial and retail goods domestically and internationally.

Yellow Roadway employs approximately 50,000 people and our principal executive offices are located at 10990 Roe Avenue, Overland Park, Kansas 66211. Our telephone number is (913) 696-6100.

The Offering

This prospectus covers the resale of up to $150,000,000 aggregate principal amount of the Notes and the 3,260,870 shares of our common stock issuable upon conversion of the Notes plus an indeterminate number of shares of our common stock issuable upon conversion of the Notes by means of adjustment of the conversion price pursuant to the terms of the Notes. We issued and sold a total of $150,000,000 aggregate principal amount of the Notes on November 25, 2003, in a private placement to Deutsche Bank Securities Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc. and SunTrust Capital Markets, Inc. (which we refer to as the private placement in this prospectus). The following is a brief summary of certain terms of the Notes. For a more complete description of the terms of the Notes, see “Description of the Notes” in this prospectus.


Securities Offered		$150,000,000 aggregate principal amount of 3.375% Contingent Convertible Senior Notes due 2023, including shares of our common stock into which the Notes are convertible and the guarantees of certain our domestic operating subsidiaries.

Selling Security Holders		The securities to be offered and sold using this prospectus will be offered and sold by the selling security holders named in this prospectus. See “Selling Security Holders”.

Maturity:		November 25, 2023.

Ranking:		The Notes are our senior unsecured obligations, ranking equal in right of payment with all of our other existing and future senior unsecured indebtedness (including $250,000,000 aggregate principal amount of our 5.0% Contingent Convertible Senior Notes due 2023) and senior to any of our existing or future subordinated indebtedness. The Notes are currently guaranteed by the majority of our domestic operating subsidiaries. The Notes effectively are subordinated to all of our and our guarantor subsidiaries’ existing and future secured indebtedness to the extent of the value of the assets securing such debt and effectively are subordinated to all liabilities of our non-guarantor subsidiaries. As of December 31, 2003, (i) we and our guarantor subsidiaries had approximately $432 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries had approximately $169 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively are subordinated. Neither we nor our subsidiaries are restricted under the indenture from incurring additional indebtedness, including secured indebtedness. See “Description of Notes”.

Interest Payment Dates		August 8 and February 8 of each year, beginning May 25, 2004.

Guarantees:		The Notes are currently guaranteed by the majority of our domestic operating subsidiaries. If, after the date of this prospectus, any of our debt securities (excluding bank credit facilities) have the benefit of guarantees from any of our non-guarantor subsidiaries, then we will cause such subsidiaries to


	guarantee all obligations with respect to the Notes on a senior basis and otherwise on the same terms as such other guarantees. Any of our subsidiary guarantees so issued will be released or amended if the other guarantees by such subsidiary are released or amended.

Contingent Interest:	Beginning November 30, 2012, we will pay contingent interest during any six-month period commencing November 30 and ending May 29 or commencing May 30 and ending November 29 if the average trading price of the Notes per $1,000 principal amount for the five trading day period ending on the third trading day immediately preceding the first day of the applicable six-month period equals $1,200 or more. During any period when contingent interest is payable, it will be payable at a rate equal to 0.5% per annum.

Conversion Rights:	Holders may surrender Notes for conversion into shares of our common stock prior to the maturity date in the following circumstances:

	•	during any quarter commencing after December 31, 2003, if the closing sale price of our common stock, for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of the quarter preceding the quarter in which the conversion occurs, exceeds 120% of the conversion price per share of our common stock on such 30th trading day;

	•	if we have called the Notes for redemption;

	•	during the five trading day period immediately following any nine consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day of such period was less than 95% of the product of the closing sale price of our common stock on that day multiplied by the number of shares of our common stock issuable upon conversion of $1,000 principal amount of the Notes;

	•	upon the occurrence of specified credit rating events described under “Description of Notes—Conversion Upon Credit Rating Event”; or

	•	upon the occurrence of specified corporate transactions described under “Description of Notes—Conversion Rights”.

	Holders may convert any outstanding Notes into shares of our common stock at the initial conversion price per share of $46.00. This represents a conversion rate of approximately 21.7391 shares of common stock per $1,000 principal amount of Notes. The conversion price may be adjusted for certain reasons, but will not be adjusted for accrued interest. In addition, we will adjust the conversion price if we declare a dividend or distribution to all of the holders of common stock. See “Description of Notes—Conversion Rate Adjustment”. Upon conversion, the holder will not receive any cash payment representing accrued and unpaid interest, including contingent interest, if any.


Optional Redemption:		We may redeem some or all of the Notes at any time on or after November 30, 2012, at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, including contingent interest, if any, up to but not including the date of redemption, payable in cash.

Repurchase of Notes at the Option of the Holder		You may require us to repurchase your Notes on November 25, 2012, 2015 and 2020 for a purchase price, payable in cash, equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, including contingent interest, if any, up to, but not including, the date of repurchase. See “Description of Notes—Repurchase of Notes at the Option of the Holder”.

Change in Control:		When a change in control occurs, you will have the right to require us to repurchase your Notes at a purchase price, payable in cash, equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, including contingent interest, if any, up to, but not including, the date of repurchase. A change in control is defined in “Description of Notes—Right to Require Purchase of Notes upon a Change in Control”.

Trading:		The Notes issued in the private placements are eligible for trading in The PORTAL^SM Market of the NASD, Inc. The Notes sold using this prospectus, however, will no longer be eligible for trading in the PORTAL^SM Market. We do not intend to list the Notes on any other national securities exchange or automated quotation system. Our common stock is traded on the Nasdaq National Market under the symbol “YELL”.

Form of the Notes:		The Notes are represented by one or more global notes in fully registered form, without coupons, deposited with a custodian for, and registered in the name of a nominee of DTC. Beneficial interests in the global notes are shown on, and transfers of the global notes are effected only through, records maintained by DTC and its participants. See “Description of Notes—Book-Entry System”.

No Proceeds:		We will not receive any proceeds from the sale by any selling security holder of the Notes or our common stock issuable upon conversion of the Notes.

Risk Factors:		See “Risk Factors” and the other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the Notes.

RISK FACTORS

Before you buy the Notes, you should know that making such an investment involves some risks, including the risks described below. You should carefully consider the factors described below in addition to the remainder of this prospectus and the factors discussed in the documents and other information incorporated by reference before purchasing the Notes. The risks that we have highlighted here are not the only ones that we face and additional risks, including those presently unknown to us, could also impair our operations. If any of the risks actually occur, our business, financial condition or results of operations could be negatively affected.

Risks Related to the Notes

Our substantial leverage and debt service obligations could adversely affect our financial condition and prevent us from fulfilling our obligations to you under the Notes.

We have substantial debt and, as a result, significant debt service obligations. As of December 31, 2003, (i) we and our guarantor subsidiaries had approximately $432 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries had approximately $169 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively are subordinated. We may not be able to generate cash sufficient to pay the principal of, interest on and other amounts due in respect of our indebtedness when due. We and our subsidiaries may also incur additional debt that may be secured.

Our substantial level of debt and debt service obligations could have important effects on your investment in the Notes. These effects may include:

•

making it more difficult for us to satisfy our obligations to you with respect to the Notes and our obligations to other persons with respect to our other debt;

•

limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;

•

increasing our vulnerability to general economic downturns, competition and industry conditions, which could place us at a competitive disadvantage compared to our competitors that are less leveraged;

•

increasing our exposure to rising interest rates because a portion of our borrowings is at variable interest rates;

•

reducing the availability of our cash flow to fund our working capital requirements, capital expenditures, acquisitions, investments and other general corporate requirements because we will be required to use a substantial portion of our cash flow to service debt obligations; and

•

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

Our ability to pay principal and interest on the Notes and to satisfy our other debt obligations will depend upon our future operating performance and the availability of refinancing debt. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures, seek additional debt financing or equity capital, restructure or refinance our debt or sell assets. In addition, the increased debt incurred in connection with the pending Roadway acquisition could increase the combined company’s cost of capital. We cannot assure you that we would be able to obtain additional financing, refinance existing debt or sell assets on satisfactory terms or at all.

The Notes and the guarantees are unsecured and future secured indebtedness will rank effectively senior to the Notes and the guarantees.

The Notes and the guarantees are unsecured and rank equal in right of payment with our existing and future unsecured and unsubordinated indebtedness. The Notes and the guarantees effectively are subordinated to our and our subsidiary guarantors’ secured debt to the extent of the value of the assets that secure that indebtedness. In the event of our or any subsidiary guarantor’s bankruptcy, liquidation or reorganization or upon acceleration of the Notes, payment on the Notes or guarantees could be less, ratably, than on any secured indebtedness. We may not have sufficient assets remaining to pay amounts due on any or all of the Notes then outstanding. As of December 31, 2003, we and our guarantor subsidiaries had approximately $432 million of secured indebtedness outstanding to which the Notes effectively are subordinated.

The indenture governing the Notes does not prohibit or limit us or our subsidiaries from incurring additional indebtedness and other liabilities, or from pledging assets to secure such indebtedness and liabilities. The incurrence of additional indebtedness and, in particular, the granting of a security interest to secure the indebtedness, could adversely affect our ability to pay our obligations on the Notes. We may incur additional secured indebtedness.

We may not be able to repurchase the Notes when required.

On November 30, 2012, 2015 and 2020 and upon the occurrence of a change in control, holders of the Notes may require us to repurchase their Notes for cash. We may not have sufficient funds at the time of any such events to make the required repurchases.

The source of funds for any repurchase required as a result of any such events will be our available cash or cash generated from operating activities or other sources, including borrowings, sales of assets, sales of equity or funds provided by a new controlling entity. We cannot assure you, however, that sufficient funds will be available at the time of any such events to make any required repurchases of the Notes tendered. Furthermore, the use of available cash to fund the repurchase of the Notes may impair our ability to obtain additional financing in the future.

Our reported earnings per share may be more volatile because of the conversion contingency provision of the Notes.

Holders of the Notes may convert the Notes into our common stock during any quarter commencing after December 31, 2003, if the closing sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the quarter preceding the quarter in which the conversion occurs is more than 120% of the conversion price per share of our common stock on that 30th trading day. Until this contingency is met, the shares underlying the Notes are not included in the calculation of reported earnings per share. Should this contingency be met, reported earnings per share would be expected to decrease as a result of the inclusion of the underlying shares in the earnings per share calculation. An increase in volatility in our stock price could cause this condition to be met in one quarter and not in a subsequent quarter, increasing the volatility of reported fully diluted earnings per share.

You should consider the U.S. federal income tax consequences of owning Notes.

Under the indenture governing the Notes, we agreed, and by acceptance of a beneficial interest in a Note each holder of a Note is deemed to have agreed, to treat the Notes as indebtedness for United States federal income tax purposes that is subject to the Treasury regulations governing contingent payment debt instruments. For United States federal income tax purposes, interest income on the Notes will accrue at the rate of 9.0% per year, which rate represents our determination of the yield at which we could issue a comparable noncontingent,

nonconvertible, fixed-rate debt instrument with terms and conditions otherwise similar to the Notes. A United States Holder will be required to accrue interest income on a constant yield to maturity basis at this rate (subject to certain adjustments), with the result that a United States Holder generally will recognize taxable income significantly in excess of regular interest payments received while the Notes are outstanding.

A United States Holder will also recognize gain or loss on the sale, conversion, exchange, redemption or retirement of a Note in an amount equal to the difference between the amount realized on the sale, conversion, exchange, redemption or retirement of a Note, including the fair market value of our common stock received, and the United States Holder’s adjusted tax basis in the Note. Any gain recognized on the sale, conversion, exchange, redemption or retirement of a Note generally will be ordinary interest income; any loss will be ordinary loss to the extent of the interest previously included in income, and thereafter, capital loss. The material U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes are summarized in this prospectus under the heading “Material U.S. Federal Income Tax Considerations”.

We expect that the trading value of the Notes will be significantly affected by the price of our common stock and other factors.

The market price of the Notes is expected to be significantly affected by the market price of our common stock. This may result in greater volatility in the trading value of the Notes than would be expected for nonconvertible debt securities. In addition, the Notes have a number of features, including conditions to conversion, that could result in a holder receiving less than the value of our common stock into which a Note would otherwise be convertible. These features could adversely affect the value and the trading price for the Notes.

Because there is no current market for the Notes, we cannot assure you that an active trading market will develop.

There is no established trading market for the Notes. Although the Notes are currently traded on PORTAL^SM Market, there can be no assurance as to the liquidity of any market for the Notes, the ability of the holders to sell their Notes, or the prices at which holders of the Notes would be able to sell their Notes. The Notes could trade at prices higher or lower than their initial purchase prices depending on many factors. Accordingly, there can be no assurance that an active trading market for the Notes will develop. Furthermore, if an active trading market were to develop, the market price for the Notes may be adversely affected by changes in our financial performance, changes in the overall market for similar securities and changes in performance or prospects for companies in our industry.

You may only convert the Notes if certain conditions are met.

The Notes are convertible into shares of our common stock by you only if specified conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your Notes, and you may not be able to receive the value of the common stock into which the Notes would otherwise be convertible.

The Notes are not protected by restrictive covenants.

The indenture governing the Notes does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or liens or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture contains no covenants or other provisions to afford protection to holders of the Notes in the event of a fundamental change involving us, except to the extent described under “Description of Notes—Change in Control”.

We are a holding company, and we are dependent on the ability of our subsidiaries to distribute funds to us.

We are a holding company and our subsidiaries conduct substantially all of our consolidated operations and own substantially all of our consolidated assets. Consequently, our cash flow and our ability to make payments

on our indebtedness, including the Notes, substantially depends upon our subsidiaries’ cash flow and payments of funds to us by our subsidiaries. Our subsidiaries’ ability to make any advances, distributions or other payments to us may be restricted by, among other things, debt instruments, tax considerations and legal restrictions. If we are unable to obtain funds from our subsidiaries as a result of these restrictions, we may not be able to pay principal of, or interest (including contingent interest, if any) on, the Notes when due, and we cannot assure you that we will be able to obtain the necessary funds from other sources.

The subsidiary guarantees could be deemed fraudulent conveyances under certain circumstances and a court may try to subordinate or void the subsidiary guarantees.

Under various fraudulent conveyance or fraudulent transfer laws, a court could subordinate or void the subsidiary guarantees. Generally, to the extent that a court were to find that at the time one of our subsidiaries entered into a subsidiary guarantee either: (x) the subsidiary incurred the guarantee with the intent to hinder, delay or defraud any present or future creditor or contemplated insolvency with a design to favor one or more creditors to the exclusion of others or (y) the subsidiary did not receive fair consideration or reasonably equivalent value for issuing the subsidiary guarantee and, at the time it issued the subsidiary guarantee, the subsidiary (i) was insolvent or became insolvent as a result of issuing of the subsidiary guarantee, (ii) was engaged or about to engage in a business or transaction for which the remaining assets of the subsidiary constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they matured, the court could avoid or subordinate the subsidiary guarantee in favor of the subsidiary’s other obligations. Among other things, a legal challenge of a subsidiary guarantee on fraudulent conveyance grounds may focus on the benefits, if any, realized by the subsidiary as a result of the issuance of the Notes by us. To the extent a subsidiary guarantee is voided as a fraudulent conveyance or held unenforceable for any other reason, the holders of the Notes would not have any claim against that subsidiary and would be creditors solely of us and any other subsidiary guarantors whose guarantees are not held unenforceable.

Risks Related to Our Business

We are subject to general economic factors that are largely out of our control, any of which could significantly reduce our operating margins and income.

Our business is subject to a number of general economic factors that may significantly reduce our operating margins and income, many of which are largely out of our control. These include recessionary economic cycles and downturns in customers’ business cycles and changes in their business practices, 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. Customers encountering adverse economic conditions represent a greater potential for loss, and we may be required to increase our reserve for bad-debt losses.

The transportation industry is affected by business risks that are largely out of our control, any of which could significantly reduce our operating margins and income.

Businesses operating in the transportation industry are affected by risks that are largely out of our control, any of which could significantly reduce our operating margins and income. These factors include weather, excess capacity in the transportation industry, interest rates, fuel prices and taxes, license and registration fees, and insurance premiums and self-insurance levels. Our results of operations may also be affected by seasonal factors.

We operate in a highly competitive industry, and our business will suffer if we are unable to adequately address potential downward pricing pressures and other factors that may adversely affect our operations and significantly reduce our operating margins and income.

Numerous competitive factors could impair our ability to maintain our current profitability. These factors include the following:

•

We compete with many other transportation service providers of varying sizes, some of which have more equipment and greater capital resources than we do or have other competitive advantages.

•

Some of our competitors periodically reduce their prices to gain business, especially during times of reduced growth rates in the economy, which limits our ability to maintain or increase prices or maintain significant growth in our business.

•

Our customers may negotiate rates or contracts that minimize or eliminate our ability to continue passing on fuel price increases to our customers.

•

Many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved transportation service providers, and in some instances we may not be selected.

•

Many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors.

•

The trend towards consolidation in the ground transportation industry may create other large carriers with greater financial resources and other competitive advantages relating to their size.

•

Advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.

•

Competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and prices.

If our relationship with our employees were to deteriorate, we may be faced with labor shortages, disruptions or stoppages, which could adversely affect our business and reduce our operating margins and income and place us at a disadvantage relative to non-union competitors.

Our operations rely heavily on our employees, and any labor shortage, disruption or stoppage caused by poor relations with our employees or the renegotiation of labor contracts could reduce our operating margins and income. Approximately 80% of our employees are organized by the International Brotherhood of Teamsters and their wages and benefits are governed by a common labor agreement that is renegotiated every three to five years. The current five-year labor agreement will expire on March 31, 2008. It is possible that we could become subject to additional work rules imposed by agreements with labor unions, or that work stoppages or other labor disturbances could occur in the future, any of which could reduce our operating margins and income. Similarly, any failure to negotiate a new labor agreement when required might result in a work stoppage that could reduce our operating margins and income and place us at a disadvantage relative to non-union competitors.

Ongoing insurance and claims expenses could significantly reduce our income.

Our future insurance and claims expenses might exceed historical levels, which could significantly reduce our earnings. We currently self-insure for a portion of our claims exposure resulting from cargo loss, personal injury, property damage and workers’ compensation. If the number or severity of claims for which we are self-insured increases, our earnings could be significantly reduced. We also maintain insurance with licensed insurance companies above the amounts for which we self-insure.

We will have significant ongoing capital requirements that could reduce our income if we are unable to generate sufficient cash from operations.

The transportation industry is very capital intensive. If we are unable to generate sufficient cash from operations in the future, we may have to limit our growth, enter into additional financing arrangements, or

operate our revenue equipment for longer periods, any of which could reduce our income. Our ability to incur additional indebtedness could be adversely affected by any increase in requirements that we post letters of credit in support of our insurance policies. See “—Ongoing insurance and claims expenses could significantly reduce our income”. Lack of availability of surety bonds in the future could result in our having to post additional letters of credit, which would in turn reduce borrowing availability under our credit agreement. If needed, additional indebtedness may not be available on terms acceptable to us.

We operate in a highly regulated industry, and costs of compliance with, or liability for violation of, existing or future regulations could significantly increase our costs of doing business.

The U.S. Department of Transportation and various state and federal agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations and safety. We may also become subject to new or more restrictive regulations imposed by the Department of Transportation, the Occupational Safety and Health Administration or other authorities relating to engine exhaust emissions, security and other matters. Compliance with such regulations could substantially impair equipment productivity and increase our costs.

The Environmental Protection Agency has issued regulations that require progressive reductions in exhaust emissions from diesel engines through 2007. These reductions began with diesel engines manufactured late in 2002. The regulations currently include subsequent reductions in the sulfur content of diesel fuel in 2006 and the introduction of emissions after-treatment devices on newly manufactured engines in 2007. These regulations could result in higher prices for tractors and increased fuel and maintenance costs.

We are subject to various environmental laws and regulations, and costs of compliance with, or liabilities for violations of, existing or future regulations could significantly increase our costs of doing business.

Our operations are subject to environmental laws and regulations dealing with, among other things, the handling of hazardous materials, underground fuel storage tanks and discharge and retention of stormwater. We operate in industrial areas, where truck terminals and other industrial activities are located, and where groundwater or other forms of environmental contamination may have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. If we are involved in a spill or other accident involving hazardous substances, or if we are found to be in violation of applicable laws or regulations, it could significantly increase our cost of doing business. Under specific environmental laws, we could be held responsible for all of the costs relating to any contamination at our past or present facilities and at third party waste disposal sites. If we fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

We are responsible for certain federal tax obligations of Roadway under a tax sharing agreement with its former parent corporation.

Roadway’s former parent, Caliber System, Inc. (which subsequently was acquired by FDX Corporation, a wholly owned subsidiary of FedEx Corporation), is involved in tax litigation with the Internal Revenue Service for tax years 1994 and 1995, years prior to the spin-off of Roadway. The Internal Revenue Service has proposed substantial adjustments for these tax years for multi-employer pension plan deductions. The Internal Revenue Service is challenging the timing, but not the validity, of these deductions. FedEx Corporation filed a petition challenging the Internal Revenue Service’s position, and this matter is presently in litigation. We are unable to predict the ultimate outcome of this matter; however, Roadway’s former parent intends to vigorously contest these proposed adjustments.

Under a tax sharing agreement entered into by Roadway and its former parent at the time of the spin-off, Roadway LLC, a wholly owned subsidiary of Yellow Roadway Corporation and successor in interest to Roadway (“Roadway LLC”), is obligated to reimburse Roadway’s former parent for any additional taxes and

interest that relate to Roadway’s business prior to the spin-off. The amount and timing of any payments is dependent on the ultimate resolution of the former parent’s disputes with the Internal Revenue Service and the determination of the nature and extent of the obligations under the tax sharing agreement. On January 16, 2003, Roadway made a $14 million payment to its former parent under the tax sharing agreement for taxes and interest related to certain of the proposed adjustments for tax years 1994 and 1995.

We estimate the maximum remaining payments that may be due to Roadway’s former parent to be approximately $19 million in additional taxes and $5 million in related interest, net of tax benefit. We have established specific reserves with respect to these proposed adjustments. There can be no assurance, however, that the amount or timing of any liability of Roadway LLC to Roadway’s former parent will not have a material adverse effect on the financial position of the combined company.

In addition, Roadway LLC, as successor in interest to Roadway, has a similar tax issue in each of its subsequent income tax returns and the Internal Revenue Service has made additional claims for taxes for tax years 1996 through 2000. The outcome of these proposed adjustments is dependent upon the outcome of the existing tax litigation. In the event of an adverse decision, we estimate that the potential taxes and interest, net of tax effect, for all years subsequent to 1995 are approximately $10 million and $3 million, respectively.

We may be obligated to make additional contributions to multiemployer pension plans.

We have collective bargaining agreements with our unions that stipulate the amount of contributions that each company must make to union-sponsored, multi-employer pension plans. The Internal Revenue Code and related regulations establish minimum funding requirements for these plans. If any of these plans fail to meet these requirements and the trustees of these plans are unable to obtain waivers of the requirements from the Internal Revenue Service or reduce pension benefits to a level where the requirements are met, the Internal Revenue Service could impose an excise tax on all employers participating in these plans, or we could be required to make additional funding contributions beyond our contractually agreed rate, to correct the funding deficiency. If an excise tax were imposed on the participating employers or we were required to make additional contributions, it could have a material adverse impact on our financial results.

Our management team is an important part of our business and loss of key personnel could impair our success.

We benefit from the leadership and experience of our senior management team and depend on their continued services to successfully implement our business strategy. Other than our Chief Executive Officer, William D. Zollars, and James D. Staley, President and Chief Executive Officer of Roadway LLC, we have not entered into employment agreements with members of our current management. The loss of key personnel could have a material adverse effect on our operating results, business or financial condition.

Our business may be harmed by anti-terrorism measures.

In the aftermath of the terrorist attacks on the United States, federal, state and municipal authorities have implemented and are implementing various security measures, including checkpoints and travel restrictions on large trucks. Although many companies will be adversely affected by any slowdown in the availability of freight transportation, the negative impact could affect our business disproportionately. For example, we offer specialized services that guarantee on-time delivery. If the new security measures disrupt or impede the timing of our deliveries, we may fail to meet the needs of our customers, or may incur increased expenses to do so. We cannot assure you that these measures will not significantly increase our costs and reduce our operating margins and income.

Our stock price may be volatile in the future, which could cause you to lose a significant portion of your investment.

The market price of Yellow Roadway common stock could be subject to significant fluctuations in response to certain factors, such as variations in our anticipated or actual results of operations, the operating results of

other companies in the transportation industry, changes in conditions affecting the economy generally, including incidents of terrorism, analyst reports, general trends in the industry, sales of common stock by insiders, as well as other factors unrelated to our operating results. Volatility in the market price of Yellow Roadway common stock may prevent you from being able to sell your shares at or above the price you paid for your shares.

We may face difficulties in achieving the expected benefits of the recent Roadway acquisition.

Prior to December 11, 2003, Yellow and Roadway operated as separate companies. Management has only a few months of experience running the combined business, and we may not be able to realize the operating efficiencies, synergies, cost savings or other benefits expected from the merger. In addition, the costs we incur in implementing synergies, including our ability to terminate, amend or renegotiate prior contractual commitments of Yellow and Roadway, may be greater than expected. We also may suffer a loss of employees, customers or suppliers, a loss of revenues, or an increase in operating or other costs or other difficulties relating to the merger.

Our 5.0% contingent convertible senior notes due 2023 and our 3.375% contingent convertible senior notes due 2023 may result in dilution to our common stockholders.

Dilution in the per share value of our common stock could result from the conversion of most or all of the 5.0% contingent convertible senior notes due 2023 that we sold in a private placement in August 2003 or the 3.375% contingent convertible senior notes due 2023 that we sold in a private placement in November 2003. There is currently $250 million aggregate principal amount of our 5.0% contingent convertible senior notes due 2023 outstanding and $150 million aggregate principal amount of our 3.375% contingent convertible senior notes due 2023 outstanding. The notes are convertible upon the occurrence of certain events at a conversion price of $39.24 per share, in the case of the 5.0% notes, or $46.00 per share, in the case of the 3.375% notes, in each case subject to adjustment. Because approximately 9.7 million shares of our common stock could be issued upon the conversion of the notes, holders of our common stock could experience substantial dilution from the conversion of such notes. Furthermore, the trading price of our common stock could suffer from significant downward pressure as note holders convert these notes and sell the common shares received on conversion, encouraging short sales by the holders of such notes or other stockholders.

RATIO OF EARNINGS TO FIXED CHARGES

We have computed the ratio of earnings to fixed charges for each of the following periods on a consolidated basis.

FISCAL YEAR ENDED DECEMBER 31,

NINE MONTHS

ENDED

SEPTEMBER 30,

2003

1998

1999

2000

2001

2002

Ratio of earnings to fixed charges

12.4

7.7

8.6

2.7

4.1

5.3x

For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income from continuing operations before income tax plus fixed charges (excluding capitalized interest). “Fixed charges” represent interest incurred (whether expensed or capitalized), amortization of debt expense, and that portion of rental expense on operating leases deemed to be the equivalent of interest.

NO PROCEEDS

The securities to be offered and sold using this prospectus will be offered and sold by the selling security holders named in this prospectus. We will not receive any proceeds from the sale of the securities or conversion of the Notes. The shares of our common stock offered by this prospectus are issuable upon conversion of the Notes.

SELLING SECURITY HOLDERS

On November 25, 2003, we issued and sold a total of $150,000,000 aggregate principal amount of the Notes in private placements to Deutsche Bank Securities Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc. and SunTrust Capital Markets, Inc. (which we refer to as the initial purchasers in this prospectus). The initial purchasers have advised us that they resold the Notes in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A. The selling security holders, which term includes their transferees, pledgees, donees and successors, may from time to time offer and sell pursuant to this prospectus any and all of the Notes and the shares of our common stock issuable upon conversion of the Notes.

The Notes, our shares of common stock to be issued upon conversion of the Notes and the guarantees of the Notes by certain of our domestic operating subsidiaries are being registered pursuant to a registration rights agreement between us and Deutsche Bank Securities Inc., as representative of the initial purchasers. In that agreement, we undertook to file a registration statement with regard to the Notes, our shares of common stock issuable upon conversion of the Notes and the related subsidiary guarantees of the Notes and, subject to certain exceptions, to keep that registration statement effective for up to two years. The registration statement to which this prospectus relates is intended to satisfy our obligations under that agreement.

The selling security holders named below have advised us that they currently intend to sell the Notes and our shares of common stock set forth below pursuant to this prospectus. Additional selling security holders may choose to sell Notes and our shares of common stock from time to time upon notice to us. None of the selling security holders named below, has, within the past three years, held any position, office or other material relationship with us or any of our predecessors or affiliates, except as noted below.

Before a security holder may use this prospectus in connection with an offering of securities, this prospectus and the registration statement to which it relates will be amended to include the name and amount of Notes and common stock beneficially owned by the selling security holder and the amount of Notes and common stock to be offered. Any amended prospectus will also disclose whether any selling security holder selling in connection with that amended prospectus has held any position, office or other material relationship with us or any of our predecessors or affiliates during the three years prior to the date of the amended prospectus.

The following table is based solely on information provided by the selling security holders. This information represents the most current information provided to us by selling security holders. Some selling security holders may have reduced or increased their positions in the Notes from the amounts shown below and not yet informed us of this change. In that case, the amounts shown below may total more or less than $150,000,000 aggregate principal amount. To the extent the total of the amounts of Notes beneficially owned shown below is less than $150,000,000, the shortfall represents amounts beneficially owned but not yet reported to us. To the extent such total exceeds $150,000,000, such total includes duplicative amounts. In no case will more than $150,000,000 aggregate principal amount of Notes be sold using this prospectus and all amendments to this prospectus.


Selling Security Holder	Amount of Notes Beneficially Owned ($)	Percentage of Notes Beneficially Owned	Amount of Notes That May Be Sold ($) (1)	Number of Shares of Common Stock Beneficially Owned (2)(3)		Number of Shares of Common Stock That May Be Sold (1)(3)
Alexian Brothers Medical Center	15,000	*	15,000	963.20	(4)	326.09
Aloha Airlines Non-Pilots Pension Trust	9,000	*	9,000	705.33	(4)	195.65
Aloha Pilots Retirement Trust	5,000	*	5,000	363.54	(4)	108.70
Arbitex Master Fund L.P.	2,000,000	1.33	2,000,000	140,318.22	(4)	43,478.26
Arkansas PERS	100,000	*	100,000	31,608.16	(4)	2,173.91
Astrazeneca Holdings Pension (formerly Zeneca Holdings Trust)	45,000	*	45,000	8,496.10	(4)	978.26
Attorney’s Title Insurance Fund	10,000	*	10,000	1,876.86	(4)	217.39
B.C. McCabe Foundation	175,000	*	175,000	3,804.35		3,804.35
Boilermakers Blacksmith Pension Trust	135,000	*	135,000	24,086.67	(4)	2,934.78
C & H Sugar Company Inc.	10,000	*	10,000	854.50	(4)	217.39
Convertible Securities Fund	40,100	*	40,100	2,528.20	(4)	871.73
Citigroup Global Markets, Inc.	1,145,000	*	1,145,000	24,891.30		24,891.30
Clinton Multistrategy Master Fund, Ltd.	4,285,000	2.86	4,285,000	93,152.17		93,152.17
Clinton Riverside Convertible Portfolio Limited	8,215,000	5.48	8,215,000	319,896.85	(4)	178,586.96
Credit Lyonnais Securities (USA) Inc.	3,000,000	2.00	3,000,000	65,217.39		65,217.39
Credit Suisse First Boston LLC	3,000,000	2.00	3,000,000	65,217.39		65,217.39
Delaware PERS	145,000	*	145,000	26,979.90	(4)	3,152.17
Delta Airlines Master Trust	50,000	*	50,000	10,770.96	(4)	1,086.96
DKR SoundShore Strategic Holding Fund Ltd.	2,000,000	1.33	2,000,000	43,478.26		43,478.26
Duke Endowment	25,000	*	25,000	6,914.53	(4)	543.48
Froley Revy Investment Convertible Security Fund	10,000	*	10,000	2,638.39	(4)	217.39
Geode U.S. Convertible Arbitrage Fund, a series of Geode Investors, LLC	3,575,000	*	3,575,000	103,201.59	(4)	77,717.39
Grace Convertible Arbitrage Fund, Ltd.	5,000,000	3.33	5,000,000	108,695.65		108,695.65
Hawaiian Airlines Employees Pension Plan-IAM	3,000	*	3,000	218.13	(4)	65.22
Hawaiian Airlines Pension Plan for Salaried Employees	1,000	*	1,000	47.22	(4)	21.74
Hawaiian Airlines Pilots Retirement Plan	8,000	*	8,000	607.14	(4)	173.91
Hillbloom Foundation	4,000	*	4,000	265.35	(4)	86.96
ICI American Holdings Trust	35,000	*	35,000	6,239.97	(4)	760.87
Intl. Truck and Engine Corp. Non-Contributory Retirement Plan Trust	500,000	*	500,000	10,869.57		10,869.57


Selling Security Holder	Amount of Notes Beneficially Owned ($)	Percentage of Notes Beneficially Owned	Amount of Notes That May Be Sold ($) (1)	Number of Shares of Common Stock Beneficially Owned (2)(3)		Number of Shares of Common Stock That May Be Sold (1)(3)
Intl. Truck and Engine Corp. Retirement Plan for Salaried Employee’s Trust	750,000	*	750,000	16,304.35		16,304.35
KBC Financial Products USA Inc.	3,600,000	2.40	3,600,000	135,982.58	(4)	78,260.87
Kd Convertible Arbitrage L.P.	3,500,000	2.33	3,500,000	107,942.21	(4)	76,086.96
KeySpan Foundation	75,000	*	75,000	1,630.43		1,630.43
Lord Abbett Investment Trust – LA Convertible Fund	1,000,000	*	1,000,000	21,739.13		21,739.13
Louisiana CCRF	375,000	*	375,000	8,152.17		8,152.17
Maystone Continuum Master Fund, Ltd.	2,250,000	1.50	2,250,000	48,913.04		48,913.04
National Fuel and Gas Company Retirement Plan	150,000	*	150,000	3,260.87		3,260.87
Nations Convertible Securities Fund	5,759,900	3.84	5,759,900	276,463.95	(4)	125,215.22
Nuveen Preferred & Convertible Income Fund JPC	585,000	*	585,000	12,717.39		12,717.39
Oxford, Lord Abbett & Co.	1,400,000	*	1,400,000	30,434.78		30,434.78
Prudential Insurance Co of America	10,000	*	10,000	1,491.60	(4)	217.39
Royal Bank of Canada	3,000,000	2.00	3,000,000	116,185.79	(4)	65,217.39
S.A.C. Capital Associates, LLC	5,000,000	3.33	5,000,000	116,233.65	(5)	108,695.65
SG Cowen Securities Corp	9,000,000	6.00	9,000,000	246,620.57	(4)	195,652.17
State of Oregon-Equity	475,000	*	475,000	85,377.06	(4)	10,326.09
State of Oregon/SAIF Corporation	260,000	*	260,000	20,433.01	(4)	5,652.17
Syngenta AG	25,000	*	25,000	4,493.53	(4)	543.48
Teachers Insurance and Annuity Association of America	9,000,000	6.00	9,000,000	195,652.17		195,652.17
Thrivent Financial for Lutherans	500,000	*	500,000	46,453.77	(4)(5)	10,869.57
Total Fina Elf Finance USA, Inc.	250,000	*	250,000	5,434.78		5,434.78
US Bank FBO Benedictine Health Systems	15,000	*	15,000	326.09		326.09
Waterstone Market Neutral Fund, LP	31,000	*	31,000	15,047.00	(4)	673.91
Waterstone Market Neutral Offshore Fund, Ltd.	219,000	*	219,000	105,066.68	(4)	4,760.87

Less than 1%

(1)

Because a selling security holder may sell all or a portion of the Notes and common stock issuable upon conversion of the Notes pursuant to this prospectus, no estimate can be given as to the number or percentage of Notes and common stock that the selling security holder will hold upon termination of any sales.

(2)

Includes shares of common stock issuable upon conversion of the Notes.

(3)

The number of shares of our common stock issuable upon conversion of the Notes is calculated assuming the conversion of the full amount of Notes held by such holder at the initial conversion price of $46.00, which equals a conversion rate of the initial conversion rate of 21.7391 shares per $1,000 principal amount of the Notes. This conversion rate is subject to adjustment as described under “Description of Notes—Conversion Price Adjustments”. Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the Notes. Cash will be paid instead of fractional shares, if any.

(4)

Includes shares of common stock issuable upon conversion of our 5.0% Contingent Convertible Senior Notes due 2023.

(5)

Includes shares of common stock beneficially owned other than the shares of common stock beneficially owned upon the conversion of the Notes or our 5.0% Contingent Convertible Senior Notes due 2023.

DESCRIPTION OF NOTES

Yellow Corporation issued the Notes under an indenture dated as of November 25, 2003 between Yellow, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., as trustee. The following description is only a summary of the material provisions of the Notes and the related indenture. We urge you to read the indenture and the Notes in their entirety because they, and not this description, define your rights as holders of the Notes. You may request copies of these documents at our address shown under the caption “Where You Can Find More Information”. The terms of the Notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. For purposes of this section, references to “we”, “us”, “our” and “the Company” include only Yellow Corporation and not its subsidiaries.

General

The Notes are our senior unsecured obligations, ranking equal in right of payment with all of our existing and future senior unsecured indebtedness and senior to any of our existing or future subordinated indebtedness. The Notes are currently guaranteed by the majority of our domestic operating subsidiaries. The Notes effectively are subordinated to all of our and our subsidiaries’ existing and future secured indebtedness to the extent of the assets securing such indebtedness and effectively are subordinated to all liabilities of our non-guarantor subsidiaries. As of December 31, 2003, (i) we and our subsidiary guarantors had approximately $432 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries had approximately $169 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively are subordinated.

On November 25, 2003, we issued to the initial purchasers the Notes in an aggregate principal amount of $150,000,000. The Notes will mature on November 25, 2023, unless earlier redeemed at our option as described under “—Optional Redemption of the Notes”, repurchased by us at a holder’s option on certain dates as described under “—Repurchase of Notes at the Option of the Holder” or repurchased by us at a holder’s option upon a change in control of the Company as described under “—Right to Require Purchase of Notes upon a Change in Control”. The Notes are convertible into shares of our common stock as described under “—Conversion Rights”.

Each holder of a Note agrees in the indenture, for United States federal income tax purposes, to treat the Notes as “contingent payment debt instruments” and to be bound by our application of the Treasury regulations that govern contingent payment debt instruments, including our determination that the rate at which interest will be deemed to accrue for United States federal income tax purposes will be 8.10%, which is the rate comparable to the rate at which we would borrow on a noncontingent, nonconvertible borrowing. See “Material U.S. Federal Income Tax Considerations”.

The indenture does not contain any restriction on the payment of dividends, the incurrence of indebtedness or the repurchase of our securities and does not contain any financial covenants. Neither we nor our subsidiaries are limited from incurring senior debt or additional debt under the indenture, including secured debt. If we incur additional debt, our ability to pay our obligations on the Notes could be affected. We expect from time to time to incur additional debt, including secured debt, and other liabilities. Other than as described under “—Future Guarantees” and “—Right to Require Purchase of Notes upon a Change in Control”, the indenture contains no covenants or other provisions that afford protection to holders of Notes in the event of a highly leveraged transaction.

We are obligated to pay reasonable compensation to the trustee. We will indemnify the trustee against any losses, liabilities or expenses incurred by it in connection with its duties. These payments will be senior to the claims of the holders of the Notes.

Interest

We will pay interest on the Notes to holders of record on November 1 and May 1 of each year, whether or not such day is a business day, at an interest rate of 3.375% per annum payable semiannually in arrears on the following November 25 and May 25 of each year, commencing on May 25, 2004. Interest on the Notes will accrue from November 25, 2003 or, if interest has already been paid, from the date it was most recently paid. Interest payable upon redemption will be paid to the person to whom principal is payable. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. We will pay the principal of, and interest (including contingent interest, if any) on, the Notes at the office or agency maintained by us in the Borough of Manhattan in New York City. Holders may register the transfer of their Notes at the same location. We reserve the right to pay interest to holders of the Notes by check mailed to the holders at their registered addresses. However, a holder of Notes with an aggregate principal amount in excess of $1,000,000 will be paid by wire transfer in immediately available funds. In general, we will not pay accrued interest on any Notes that are converted into shares of common stock. Except under the limited circumstances described below, the Notes will be issued only in fully registered book-entry form, without coupons, and will be represented by one or more global notes. The Notes shall be issued only in denominations of $1,000 of principal amount and any integral multiple of $1,000. There will be no service charge for any registration of transfer or exchange of Notes. We may, however, require holders to pay a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with any transfer or exchange.

Guarantees

The Notes are currently guaranteed by the majority of our domestic operating subsidiaries. If, after the date of this prospectus, any debt securities of the Company (excluding bank credit facilities) have the benefit of guarantees (“other guarantees”) from any subsidiary of the Company that does not also guarantee the Notes, then (but only so long as such other guarantees continue in effect), the Company will cause such subsidiary to guarantee all obligations with respect to the Notes on a senior basis and otherwise on the same terms as such other guarantees. Any guarantees of such subsidiary so issued will be released or amended if (and to the full extent that) the other guarantees by such subsidiary are released or amended. In addition, in the event of a sale of all or substantially all of the capital stock or assets of any guarantor, the guarantee of such guarantor will be released.

Contingent Interest

Beginning November 30, 2012, we will pay contingent interest during any six-month period beginning November 30 and ending May 29 or beginning May 30 and ending November 29 if the average trading price of the Notes per $1,000 principal amount for the five trading day period ending on the third trading day immediately preceding the first day of the applicable six-month period equals $1,200 or more. The average trading price of the Notes shall be determined no later than the second trading day immediately preceding the first day of the applicable six-month period by the conversion agent acting as calculation agent in the manner set forth in the definition of “trading price” under “—Conversion Rights; Conversion Upon Satisfaction of Trading Price Condition”. During any period when contingent interest is payable, it will be payable at a rate equal to the greater of (i) 0.5% per annum of the principal amount of the Notes and (ii) 0.5% per annum of the average trading price of the Notes for the five trading day period immediately preceding such six-month period. We will pay contingent interest, if any, in the same manner as we will pay interest as described above under “—Interest”.

Conversion Rights

A holder may convert any outstanding Notes into shares of our common stock at an initial conversion price per share of $46.00 upon the terms described in this section. This represents a conversion rate of approximately 21.7391 shares per $1,000 principal amount of the Notes. The conversion price (and resulting conversion rate) is,

however, subject to adjustment as described below. A holder may convert Notes only in denominations of $1,000 and integral multiples of $1,000.

General

Holders may surrender Notes for conversion into shares of our common stock prior to the maturity date in the following circumstances:

•

upon satisfaction of the market price condition;

•

if we have called the Notes for redemption;

•

upon satisfaction of the trading price condition;

•

upon the occurrence of specified credit rating events; or

•

upon the occurrence of specified corporate transactions.

Conversion Upon Satisfaction of Market Price Condition

A holder may surrender any of its Notes for conversion into shares of our common stock during any calendar quarter commencing after December 31, 2003 if the closing sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the quarter preceding the quarter in which the conversion occurs exceeds 120% of the conversion price per share of our common stock on that 30th trading day. The conversion agent, which initially is the trustee, will determine on our behalf at the end of each quarter whether the Notes are convertible as a result of the market price of our common stock.

Conversion Upon Notice of Redemption

A holder may surrender for conversion any Note called for redemption at any time prior to the close of business on the day that is two business days prior to the redemption date, even if the Notes are not otherwise convertible at such time.

Conversion Upon Satisfaction of Trading Price Condition

A holder may surrender any of its Notes for conversion into shares of common stock during the five trading day period immediately following any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes (as determined following a request by a holder of the Notes in accordance with the procedures described below) for each day of such period was less than 95% of the product of the closing sale price per share of our common stock on that day multiplied by the number of shares of our common stock issuable upon conversion of $1,000 principal amount of the Notes; provided, however, that if, on the day before any conversion pursuant to this 95% price condition, the closing sale price per share of our common stock is greater than the conversion price, then a holder surrendering Notes for such conversion will receive, at the Company’s option, in lieu of a number of shares of our common stock based on the conversion price, cash or common stock or a combination of both with a value equal to the principal amount of such holder’s Notes so surrendered as of the conversion date (which we refer to as a principal value conversion). If a holder surrenders its Notes for such conversion, we will notify such holder by the second trading day following the date of conversion whether we will pay such holder in cash, our common stock or a combination of cash and our common stock, and in what percentage. Any shares of our common stock delivered will be valued at the greater of (x) the conversion price on the conversion date and (y) the closing sale price of our common stock on the third trading day after the conversion date. We will pay such holder any portion of the principal amount of such holder’s Notes so surrendered to be paid in cash on the third trading day after the conversion date. With respect to any portion of the sum of the principal amount of such holder’s Notes so surrendered to be paid in shares of our common stock, we will deliver the shares to such holder on the fourth trading day following the conversion date.

The “trading price” of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the conversion agent for $5,000,000 in principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select, provided that if at least three such bids cannot reasonably be obtained by the conversion agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the conversion agent, this one bid shall be used. If the conversion agent cannot reasonably obtain at least one bid for $5,000,000 in principal amount of the Notes from a nationally recognized securities dealer or, in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the Notes, then the trading price of the Notes will be determined in good faith by the conversion agent acting as calculation agent taking into account in such determination such factors as it, in its sole discretion after consultation with us, deems appropriate. Other than in connection with a determination of whether contingent interest shall be payable, the conversion agent shall have no obligation to determine the trading price of the Notes unless we have requested such determination; and we shall have no obligation to make such request unless a holder provides us with reasonable evidence that the trading price of the Notes is less than 95% of the product of the closing sale price of our common stock and the number of shares issuable upon conversion of $1,000 principal amount of the Notes; at which time, we shall instruct the conversion agent to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price is greater than or equal to 95% of the product of the closing sale price of our common stock and the number of shares of our common stock issuable upon conversion of $1,000 principal amount of the Notes.

Conversion Upon Credit Rating Event

A holder may surrender any of its Notes for conversion into shares of our common stock during any period in which the credit ratings assigned to the Notes is lower than B2 by Moody’s or lower than B by Standard & Poor’s or the Notes are no longer rated by at least one of these rating services or their successors.

Conversion Upon Specified Corporate Transactions

If we elect to:

•

distribute to all holders of our common stock rights, warrants or options entitling them to subscribe for or purchase, for a period expiring within 60 days of the date of distribution, shares of our common stock at less than the then current market price; or

•

distribute to all holders of shares of our common stock any shares of our capital stock (other than our common stock), evidence of indebtedness, cash, other assets or certain rights to purchase our securities, which distribution has a per share value exceeding 5% of the closing price of our common stock on the trading day preceding the declaration date for such distribution,

we must notify the holders of Notes at least 20 days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their Notes for conversion until the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place. This provision shall not apply if the holder of a Note otherwise participates in the distribution without conversion.

In addition, the indenture provides that upon conversion of the Notes, the holders of such Notes will receive, in addition to the shares of common stock issuable upon such conversion, the rights related to such common stock pursuant to any future shareholder rights plan, whether or not such rights have separated from the common stock at the time of such conversion. However, there shall not be any adjustment to the conversion privilege or conversion rate solely as a result of:

•

the adoption of any shareholder rights plan;

•

the issuance of the rights; or

•

the distribution of separate certificates representing the rights.

In addition, if we are a party to a consolidation, merger, share exchange, sale of all or substantially all of our assets or other similar transaction, in each case pursuant to which the shares of our common stock would be subject to conversion into cash, securities or other property, a holder may surrender its Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until and including the date which is 15 days after the actual date of such transaction. If we are a party to a consolidation, merger, share exchange, sale of all or substantially all of our assets or other similar transaction, in each case pursuant to which the shares of our common stock are converted into cash, securities or other property, then at the effective time of the transaction, a holder’s right to convert its Notes into shares of our common stock will be changed into a right to convert such Notes into the kind and amount of cash, securities and other property which such holder would have received if such holder had converted such Notes immediately prior to the transaction. If the transaction also constitutes a change in control, such holder can require us to repurchase all or a portion of its Notes as described under “—Right to Require Purchase of Notes upon a Change in Control”.

If a holder of a Note has delivered notice of its election to have such Note repurchased at the option of such holder or as a result of a change in control, such Note may be converted only if the notice of election is withdrawn as described, respectively, under “—Repurchase of Notes at the Option of the Holder” or “—Right to Require Purchase of Notes upon a Change in Control”.

Conversion Price Adjustments

We will adjust the conversion price if (without duplication):

(1)

we issue shares of our common stock or other capital stock as a dividend or distribution on our common stock;

(2)

we subdivide, combine or reclassify our common stock;

(3)

we issue to all holders of our common stock rights, warrants or options entitling them to subscribe for or purchase shares of our common stock or securities convertible into shares of our common stock at a price per share less than the market price;

(4)

we distribute to all holders of our common stock evidences of our indebtedness, shares of capital stock (other than shares of our common stock), securities, cash, other securities or assets, rights, warrants or options, excluding:

•

those rights, warrants or options referred to in clause (3) above;

•

any dividend or distribution paid to all or substantially all holders of our common stock exclusively in cash not referred to in clause (5) below; and

•

any dividend or distribution referred to in clause (1) above;

(5)

we declare a dividend or distribution to all of the holders of our common stock;

(6)

we complete a repurchase (including by way of a tender offer) of shares of our common stock, and the fair market value of the sum of:

•

the aggregate consideration paid for such common stock; and

•

the aggregate fair market value of any amounts previously paid for the repurchase of common stock of a type referred to in this clause (6) within the preceding 12 months in respect of which no adjustment has been made;

exceeds 5% of our aggregate common stock market capitalization on the date of, and after giving effect to, such repurchase; or

(7)

someone other than us or one of our subsidiaries makes a payment in respect of a tender offer or exchange offer in which, as of the closing date of the offer, our board of directors is not recommending rejection of the offer. The adjustment referred to in this clause will only be made if:

•

the tender offer or exchange offer is for an amount that increases the offeror’s ownership of our common stock to more than 50% of the aggregate ordinary voting power represented by our issued and outstanding voting stock; and

•

the cash and value of any other consideration included in the payment per share of common stock exceeds the current market price per share of common stock on the business day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer.

However, the adjustment referred to in this clause (7) will not be made if, as of the closing of the offer, the offering documents disclose a plan or an intention to cause the Company to engage in a consolidation or merger involving the Company or a sale of all or substantially all of the Company assets.

For purposes of the foregoing, the term “common stock market capitalization” as of any date of calculation means the average closing sale price of our common stock on the 10 trading days immediately prior to such date of calculation multiplied by the average aggregate number of shares of our common stock outstanding on the 10 trading days immediately prior to such date of calculation.

To the extent that we adopt any future rights plan, upon conversion of the Notes into our common stock, you will receive, in addition to our common stock, the rights under the future rights plan whether or not the rights have separated from our common stock at the time of conversion and no adjustment to the conversion price will be made in accordance with clause (4) above.

The conversion price will not be adjusted until adjustments amount to 1% or more of the conversion price as last adjusted. We will carry forward any adjustment we do not make and will include it in any future adjustment.

We will not issue fractional shares of common stock to a holder who converts a Note. In lieu of issuing fractional shares, we will pay cash based upon the closing sale price of our common stock on the date of conversion.

Except as described in this paragraph, no holder of Notes will be entitled, upon conversion of the Notes, to any actual payment or adjustment on account of accrued and unpaid interest, including contingent interest, if any, or on account of dividends on shares issued in connection with the conversion. If any holder surrenders a Note for conversion between the close of business on any record date for the payment of an installment of interest (including contingent interest, if any) and the opening of business on the related interest payment date, the holder must deliver payment to us of an amount equal to the interest payable on the interest payment date (including contingent interest, if any) on the principal amount to be converted together with the Note being surrendered. The foregoing sentence shall not apply to Notes called for redemption on a redemption date within the period between and including the record date and the interest payment date.

We may from time to time reduce the conversion price if our board of directors determines that this reduction would be in the best interests of the Company. Any such determination by our board of directors will be conclusive. Any such reduction in the conversion price must remain in effect for at least 20 trading days. In addition, we may from time to time reduce the conversion price if our board of directors deems it advisable to avoid or diminish any income tax to holders of our common stock resulting from any stock or rights distribution on our common stock.

Optional Redemption of the Notes

Prior to November 30, 2012, we cannot redeem the Notes at our option. Beginning on November 30, 2012, we may redeem the Notes, in whole at any time, or in part from time to time, for cash at a price equal to 100% of

the principal amount of the Notes plus accrued and unpaid interest (including contingent interest, if any) up to but not including the date of redemption. We will give not less than 30 days’ nor more than 60 days’ notice of redemption by mail to holders of the Notes. If we opt to redeem less than all of the Notes at any time, the trustee will select or cause to be selected the Notes to be redeemed on a pro rata basis. In the event of a partial redemption, the trustee may provide for selection for redemption of portions of the principal amount of any Note of a denomination larger than $1,000.

Repurchase of Notes at the Option of the Holder

A holder has the right to require us to repurchase all or a portion of the Notes held by the holder on November 25, 2012, 2015 and 2020. We will repurchase the Notes for an amount of cash equal to 100% of the principal amount of the Notes on the date of purchase, plus accrued and unpaid interest (including contingent interest, if any) up to, but not including, the date of repurchase. To exercise the repurchase right, the holder of a Note must deliver, during the period beginning at any time from the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the business day before the repurchase date, a written notice to us and the trustee of such holder’s exercise of the repurchase right. This notice must be accompanied by certificates evidencing the Note or Notes with respect to which the right is being exercised, duly endorsed for transfer. This notice of exercise may be withdrawn by the holder at any time on or before the close of business on the business day preceding the repurchase date.

Mandatory Redemption

Except as set forth under “—Right to Require Purchase of Notes upon a Change in Control” and “—Repurchase of Notes at the Option of the Holder”, we are not required to make mandatory redemption of, or sinking fund payments with respect to, the Notes.

Right to Require Purchase of Notes upon a Change in Control

If a change in control (as defined below) occurs, each holder of Notes may require that we repurchase the holder’s Notes on the date fixed by us that is not less than 45 days nor more than 60 days after we give notice of the change in control. We will repurchase the Notes for an amount of cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, including contingent interest, if any, to the date of repurchase.

“Change in control” means the occurrence of one or more of the following events:

•

any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons, as defined in Section 13 (d) of the Securities Exchange Act of 1934, as amended (a “Group”) (whether or not otherwise in compliance with the provisions of the indenture);

•

the approval by the holders of our capital stock of any plan or proposal for our liquidation or dissolution (whether or not otherwise in compliance with the provisions of the indenture);

•

any person or Group shall become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of shares representing more than 50% of the aggregate ordinary voting power represented by our issued and outstanding voting stock; or

•

the first day on which a majority of the members of our board of directors are not continuing directors.

The definition of “change in control” includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets. Although there is a developing body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets to another person or Group may be uncertain.

“Continuing directors” means, as of any date of determination, any member of our board of directors who:

•

was a member of such board of directors on the date of the original issuance of the Notes; or

•

was nominated for election or elected to such board of directors with the approval of a majority of the continuing directors who were members of such board at the time of such nomination or election.

On or prior to the date of repurchase, we will deposit with a paying agent an amount of money sufficient to pay the aggregate repurchase price of the Notes which is to be paid on the date of repurchase.

On or before the 30th day after the change in control, we must mail to the trustee and all holders of the Notes a notice of the occurrence of the change in control, stating, among other things:

•

the repurchase date;

•

the date by which the repurchase right must be exercised;

•

the repurchase price for the Notes; and

•

the procedures which a holder of Notes must follow to exercise the repurchase right.

To exercise the repurchase right, the holder of a Note must deliver, on or before the third business day before the repurchase date, a written notice to us and the trustee of the holder’s exercise of the repurchase right. This notice must be accompanied by certificates evidencing the Note or Notes with respect to which the right is being exercised, duly endorsed for transfer. This notice of exercise may be withdrawn by the holder at any time on or before the close of business on the business day preceding the repurchase date.

The effect of these provisions granting the holders the right to require us to repurchase the Notes upon the occurrence of a change in control may make it more difficult for any person or group to acquire control of us or to effect a business combination with us. Our ability to pay cash to holders of Notes following the occurrence of a change in control may be limited by our then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. See “Risk Factors—We may not be able to repurchase the Notes when required”.

Our obligation to make a change in control offer will be satisfied if a third party makes the change in control offer in the manner and at the times and otherwise in compliance in all material respects with the requirements applicable to a change in control offer made by us and purchases all Notes properly tendered and not withdrawn under the change in control offer.

If a change in control occurs and the holders exercise their rights to require us to repurchase Notes, we intend to comply with applicable tender offer rules under the Exchange Act with respect to any repurchase.

The term “beneficial owner” will be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act or any successor provision, except that a person shall be deemed to have “beneficial ownership” of all shares of our common stock that the person has the right to acquire, whether exercisable immediately or only after the passage of time.

Consolidation, Merger and Sale of Assets

We may, without the consent of the holders of any of the Notes, consolidate with, or merge into, any other person or convey, transfer or lease our properties and assets substantially as an entirety to, any other person, if:

•

we are the resulting or surviving corporation, or the successor, transferee or lessee, if other than us, is a corporation organized and validly existing under the laws of United States, any State thereof or the District of Columbia and expressly assumes by supplemental indenture executed and delivered to the trustee, all of our obligations under the indenture, the Notes and the registration rights agreement; and

•

after giving effect to the transaction, no event of default and no event which, with notice or lapse of time, or both, would constitute an event of default, shall have occurred and be continuing.

Under any consolidation, merger or any conveyance, transfer or lease of our properties and assets as described in the preceding paragraph, the successor company will be our successor and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the indenture. If the predecessor is still in existence after the transaction, it will be released from its obligations and covenants under the indenture and the Notes.

Modification and Waiver

We, the subsidiary guarantors and the trustee may enter into one or more supplemental indentures that add, change or eliminate provisions of the indenture or modify the rights of the holders of the Notes with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note, no supplemental indenture may, among other things:

•

change the stated maturity of the principal of, or payment date of any installment of interest (including contingent interest, if any) on, any Note;

•

reduce the principal amount of, or the rate of interest (including contingent interest, if any) on, any Note;

•

change the currency in which the principal of any Note or interest is payable;

•

impair the right to institute suit for the enforcement of any payment on or with respect to any Note when due;

•

after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect in a manner adverse to the holders of the obligation of the Company to make and consummate a Change of Control offer in the event of a Change of Control or, after such Change of Control has occurred, modify any of the provisions or definitions with respect thereto;

•

adversely affect the right provided in the indenture to convert any Note;

•

reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend the indenture or to consent to any waiver provided for in the indenture;

•

waive a default in the payment of principal of, or interest (including contingent interest, if any) on, any Note; or

•

modify or change the provision of the indenture regarding waiver of past defaults and the provision regarding rights of holders to receive payment.

The holders of a majority in principal amount of the outstanding Notes may, on behalf of the holders of all Notes:

•

waive compliance by us with restrictive provisions of the indenture other than as provided in the preceding paragraph; and

•

waive any past default under the indenture and its consequences, except a default in the payment of the principal of or any interest (including contingent interest, if any) on any Note or in respect of a provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding Note affected.

Without the consent of any holders of Notes, we, the subsidiary guarantors and the trustee may enter into one or more supplemental indentures for any of the following purposes:

•

to cure any ambiguity, omission, defect or inconsistency in the indenture;

•

to evidence a successor to us and the assumption by the successor of our obligations under the indenture and the Notes;

•

to make any change that does not adversely affect the rights of any holder of the Notes;

•

to provide the holders of the Notes with any additional rights or benefits;

•

to comply with any requirement in connection with the qualification of the indenture under the Trust Indenture Act; or

•

to complete or make provision for certain other matters contemplated by the indenture.

Events of Default

Each of the following is an “event of default”:

(1)

a default in the payment of any interest (including contingent interest and liquidated damages, if any) upon any of the Notes when due and payable and such default continues for a period of 30 days;

(2)

a default in the payment of the principal of the Notes when due, including on a redemption or repurchase date;

(3)

the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any of our or our subsidiaries’ indebtedness, or the acceleration of the final stated maturity of any such indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by us or such subsidiary of notice of any such acceleration) if the aggregate principal amount of such indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $20,000,000 or more at any time;

(4)

failure by us or any of our significant subsidiaries to pay final, non-appealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating in excess of $20,000,000, which judgments are not stayed, bonded or discharged within 60 days after their entry;

(5)

a default by us in the performance, or breach, of any of our covenants in the indenture which are not remedied within 45 days;

(6)

our failure to issue common stock upon conversion of Notes by a holder in accordance with the provisions set forth in the indenture;

(7)

any guarantee by a significant subsidiary shall for any reason cease to be in full force and effect or be asserted by the Company or any such guarantor, as applicable, not to be in full force and effect (in each case, except pursuant to the release of any such guarantee in accordance with the provisions of the indenture); or

(8)

events of bankruptcy, insolvency or reorganization involving us or any of our significant subsidiaries.

For purposes of items (4), (7) or (8) above, a “significant subsidiary” shall be, generally, a subsidiary that accounts for more than 10% of the Company and its consolidated subsidiaries’ assets or income for the most recently completed fiscal year.

If an event of default described above (other than an event of default specified in clause (8) above with respect to the Company) occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal amount of and accrued and unpaid interest (including contingent interest, if any) on all Notes to be immediately due and payable. This declaration may be rescinded if the conditions described in the indenture are satisfied. If an event of default of the type referred to in clause (8) above with respect to the Company occurs, the principal amount of and accrued and unpaid interest (including contingent interest, if any) on the outstanding Notes will automatically become immediately due and payable.

Within 90 days following a default, the trustee must give to the registered holders of Notes notice of all uncured defaults known to it. The trustee will be protected in withholding the notice if it in good faith determines

that the withholding of the notice is in the best interests of the registered holders, except in the case of a default in the payment of the principal of, or interest, including contingent interest, if any, on, any of the Notes when due or in the payment of any redemption or repurchase obligation.

The holders of not less than a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceedings for any remedy available to the trustee, or exercising any trust or power conferred on the trustee. Subject to the provisions of the indenture relating to the duties of the trustee, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of the Notes unless the holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, or interest, including contingent interest, if any, when due or the right to convert a Note in accordance with the indenture, no holder may institute a proceeding or pursue any remedy with respect to the indenture or the Notes unless the conditions provided in the indenture have been satisfied, including:

•

holders of at least 25% in principal amount of the outstanding Notes have requested the trustee to pursue the remedy; and

•

holders have offered the trustee security or indemnity satisfactory to the trustee against any loss, liability or expense.

We are required to deliver to the trustee annually a certificate indicating whether the officers signing the certificate know of any default by us in the performance or observance of any of the terms of the indenture. If the officers know of a default, the certificate must specify the status and nature of all defaults.

Book-Entry System

The Notes were issued in the form of global notes held in book-entry form. DTC or its nominee is the sole registered holder of the Notes for all purposes under the indenture. Owners of beneficial interests in the Notes represented by the global notes hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants. Any such interests may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of their interests, including any right to convert or require repurchase of their interests in the Notes, in accordance with the procedures and practices of DTC. Beneficial owners are not holders and are not entitled to any rights under the global notes or the indenture. We and the trustee, and any of our respective agents, may treat DTC as the sole holder and registered owner of the global notes.

Exchange of Global Notes

The Notes, represented by one or more global notes, will be exchangeable for certificated notes with the same terms only if:

•

DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depositary within 90 days;

•

we decide to discontinue use of the system of book-entry transfer through DTC or any successor depositary; or

•

an event of default under the indenture occurs and is continuing.

DTC has advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” for registered participants, and it facilitates the settlement of transactions among its participants in securities through electronic computerized book-entry changes in participants’ accounts,

eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, including agents, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Registration Rights

We and our guarantor subsidiaries entered into a registration rights agreement with the initial purchasers for the benefit of the holders of the Notes and the shares of our common stock issuable on conversion of the Notes. The shelf registration statement to which this prospectus relates is intended to satisfy our obligations under that agreement. Under that agreement, we will at our cost, use all reasonable efforts to keep the shelf registration statement effective after its effective date until the earlier of:

•

the sale pursuant to the shelf registration statement of all of the Notes and any shares of our common stock issued upon conversion of the Notes; and

•

the expiration of the holding period applicable to the Notes and the shares of our common stock issuable upon conversion of the Notes held by non-affiliates of the Company under Rule 144(k) under the Securities Act, or any successor provision, subject to certain exceptions.

We have the right to suspend use of the shelf registration statement during specified periods of time relating to pending corporate developments and public filings with the SEC and similar events. If we fail to file the shelf registration statement on or prior to the 90th day after original issuance of the Notes, the shelf registration statement is not declared effective on or prior to the 210th day after original issuance of the Notes or, after the shelf registration statement has been declared effective, we fail to keep the shelf registration statement effective or usable in accordance with and during the periods specified in the registration rights agreement, then, in each case, we will pay liquidated damages to all holders of Notes and all holders of our common stock issued on conversion of the Notes equal to (i) in respect of each $1,000 principal amount of Notes, at a rate per annum equal to 0.5% of such principal amount, and (ii) in respect of any shares of common stock issued upon conversion of Notes, at a rate per annum equal to 0.5% of the principal amount of Notes that would then be convertible into such shares. So long as the failure to file or become effective or such unavailability continues, we will pay liquidated damages in cash on August 8 and February 8 of each year to the holder of record of the Notes or common stock issuable in respect of the Notes on the immediately preceding July 15 or January 15. When such registration default is cured, accrued and unpaid liquidated damages will be paid in cash on the subsequent interest payment date to the record holder as of the date of such cure.

Governing Law

The indenture and the Notes are governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

DESCRIPTION OF CAPITAL STOCK

This summary of the material features and rights of Yellow’s capital stock does not purport to be exhaustive and is qualified in its entirety by reference to applicable Delaware law and Yellow’s certificate of incorporation and by-laws. See “Where You Can Find More Information”.

Common Stock

Our certificate of incorporation authorizes the issuance of up to 120,000,000 common shares, par value $1.00 per share. As of January 31, 2004, there were 50,148,644 common shares issued, which included 47,800,790 outstanding shares and 2,347,854 treasury shares. Holders of our common shares are entitled to one vote per share with respect to each matter presented to our stockholders on which the holders of common shares are entitled to vote. Subject to the preferences applicable to any outstanding preferred stock, the holders of common shares are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose. In the event of liquidation, holders of common shares will be entitled to receive any assets remaining after the payment of our debts and the expenses of the liquidation, subject to such preferences applicable to any outstanding preferred stock. The holders of our common shares have no pre-emptive, subscription or conversion rights. All issued and outstanding shares of common stock are validly issued, fully paid and nonassessable.

Preferred Stock

Our certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $1.00 per share. As of January 31, 2004, no shares of preferred stock were issued and outstanding. Our board of directors has the authority, without action by our stockholders, to designate and issue preferred stock in one or more series and to designate the rights, preferences and privileges of each series, which may be greater than the rights of our common shares. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company without further action by our stockholders and may adversely affect the market price, and the voting and other rights, of the holders of our common shares. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common shares, including the loss of voting rights to others.

Delaware Anti-Takeover Law

We are a Delaware corporation subject to Section 203 of the Delaware General Corporation Law. Under Section 203, certain “business combinations” between a Delaware corporation and an “interested stockholder” are prohibited for a three-year period following the date that such stockholder became an interested stockholder, unless:

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the business combination or the transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors of the corporation before such stockholder became an interested stockholder;

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upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by directors who are also officers and (b) by employee stock plans in which the employees do not have a confidential right to tender stock held by the plan in a tender or exchange offer; or

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the business combination is approved by the board of directors of the corporation and authorized at a meeting by two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

The three-year prohibition also does not apply to some business combinations proposed by an interested stockholder following the announcement or notification of an extraordinary transaction involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors.

Under the Delaware General Corporation Law, the term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries, and transactions that increase an interested stockholder’s percentage ownership of stock. The term “interested stockholder” is defined generally as those stockholders who become beneficial owners of 15% or more of a Delaware corporation’s voting stock, together with the affiliates or associates of that stockholder.

Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws

In addition, our certificate of incorporation provides that certain “business combinations” require an affirmative vote of holders of at least 80% of the voting power of the then outstanding capital stock entitled to vote generally in the election of directors.

Our certificate of incorporation also contains restrictions on such business combinations by requiring the approval of a majority of continuing directors, as well as by requiring that certain fair price provisions be satisfied. Continuing directors are directors (a) serving as directors prior to June 1, 1983, (b) serving as directors before the substantial stockholder acquired 10% of the then outstanding voting shares or (c) designated as continuing directors by a majority of the then continuing directors prior to the directors’ election. Fair price provisions in our certificate of incorporation mandate that the amount of cash and the fair market value of other consideration to be received per share by holders of common stock not fall below certain ratios.

The term “business combination” is defined in our certificate of incorporation generally to include any merger or consolidation of our company or any subsidiary with or into any substantial stockholder or any other corporation, whether or not itself a substantial stockholder which, after such merger or consolidation, would be an affiliate of a substantial stockholder, transactions with a substantial stockholder involving assets or stock of our company or any majority-owned subsidiary with an aggregate fair market value of $5,000,000 or more, and transactions that increase a substantial stockholder’s percentage ownership of our capital stock. A “substantial stockholder” is defined generally as any person who is or becomes the beneficial owner of not less than 10% of the voting shares, together with any affiliate of such stockholder. An “affiliate” has the meaning set forth in the rules under the Securities Exchange Act of 1934, as amended.

Our certificate of incorporation also provides that stockholders may act only at an annual or special meeting of stockholders and not by written consent. Our bylaws provide that special meetings of the stockholders can be called only by the Chairman of the Board, the Chief Executive Officer or a majority of our board of directors. These provisions could have the effect of delaying until the next annual stockholders meeting stockholder actions that are favored by the holders of a majority of the outstanding voting securities. These provisions may also discourage another person or entity from making an offer to stockholders for the common stock. This is because the person or entity making the offer, even if it acquired a majority of our outstanding voting securities, would be unable to call a special meeting of the stockholders and would be unable to obtain unanimous written consent of the stockholders. As a result, any meeting as to matters they endorse, including the election of new directors or the appraisal of a merger, would have to wait for the next duly called stockholders meeting.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax considerations relevant to persons holding the Notes and our common stock into which the Notes may be converted. This discussion applies only to holders that:

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are initial holders who purchased the Notes at the “issue price” (as defined below); and

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hold the Notes and our common stock as capital assets.

This discussion does not describe all of the tax considerations that may be relevant to a subsequent purchaser of Notes or to a holder in light of its particular circumstances or to holders subject to special rules, such as:

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certain financial institutions;

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insurance companies;

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tax-exempt organizations;

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dealers and certain traders in securities;

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persons holding the Notes or our common stock as part of a “straddle”, “hedge”, “conversion” or similar transaction;

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United States Holders (as defined below) whose functional currency is not the U.S. dollar;

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certain former citizens or residents of the United States;

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partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and

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persons subject to the alternative minimum tax.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this offering memorandum may affect the tax consequences described herein, possibly with retroactive effect.

No ruling has been requested from the IRS with respect to any of the U.S. federal income tax consequences of the matters which are discussed herein and the IRS may not agree with some of the conclusions set forth herein. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder of the Notes would ultimately prevail in a final determination by a court.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. HOLDERS OF THE NOTES ARE URGED TO CONSULT THEIR TAX ADVISERS WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

Classification of the Notes

The Notes will be treated as indebtedness for U.S. federal income tax purposes. Under the indenture governing the Notes, we have agreed, and by acceptance of a beneficial interest in a Note, each holder of a Note has been deemed to have agreed, to treat the Notes as indebtedness for U.S. federal income tax purposes that is subject to the Treasury regulations governing contingent payment debt instruments (the “contingent payment debt regulations”). Pursuant to the terms of the indenture, we and every holder have agreed (in the absence of an administrative determination or judicial ruling to the contrary) to be bound by our application of the contingent

payment debt regulations to the Notes, including our determination of the projected payment schedule (as described below) and the rate at which interest will be deemed to accrue on the Notes for U.S. federal income tax purposes.

The IRS has issued a ruling addressing the U.S. federal income tax classification and treatment of instruments similar, although not identical, to the Notes, and concluded that the instruments addressed in that published guidance were subject to the contingent payment debt regulations. In addition, the IRS clarified various aspects of the potential applicability of certain other provisions of the Code to the instruments addressed in that published guidance. However, the ruling is limited to its particular facts, and, the proper application of the contingent payment debt regulations to the Notes is uncertain in a number of respects, and no assurance can be given that the IRS will not assert that the Notes should be treated differently. A different treatment of the Notes could significantly affect the amount, timing and character of income, gain or loss with respect to holders of the Notes. Accordingly, you are urged to consult your tax adviser regarding the U.S. federal income tax consequences of holding the Notes as well as with respect to any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction, and the possible effects of changes in tax laws.

The remainder of this discussion assumes that the Notes will be treated as indebtedness subject to the contingent payment debt regulations as described above.

Tax Consequences to United States Holders

As used herein, the term “United States Holder” means a beneficial owner of a Note or our common stock that is for U.S. federal income tax purposes:

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a citizen or resident of the United States;

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Interest Accruals on the Notes

Under the contingent payment debt regulations, a United States Holder, regardless of its method of accounting for U.S. federal income tax purposes, will be required to accrue interest income on the Notes on a constant yield basis at an assumed yield (the “comparable yield”) determined at the time of issuance of the Notes. Accordingly, United States Holders generally will be required to include interest in income, in each year prior to maturity, in excess of the regular interest payments on the Notes. The comparable yield for the Notes is based on the yield at which we could have issued a nonconvertible fixed rate debt instrument with no contingent payments, but with terms and conditions otherwise similar to those of the Notes. We have determined the comparable yield to be 8.10%.

Solely for purposes of determining the amount of interest income that a United States Holder will be required to accrue, we have prepared a “projected payment schedule” in respect of the Notes representing a series of payments the amount and timing of which would produce a yield to maturity on the Notes equal to the comparable yield. Holders that wish to obtain the projected payment schedule may do so by submitting a written request for such information to Yellow Roadway Corporation, 10990 Roe Avenue, Overland Park, Kansas 66211, Attention: Chief Financial Officer.

Neither the comparable yield nor the projected payment schedule constitutes a projection or representation by us regarding the actual amount that will be paid on the Notes, or the value at any time of the common stock into which the Notes may be converted. For U.S. federal income tax purposes, a United States Holder is required under the contingent payment debt regulations to use the comparable yield and the projected payment schedule established by us in determining interest accruals and adjustments in respect of a Note, unless such United States Holder timely discloses and justifies the use of a different comparable yield and

projected payment schedule to the IRS. Pursuant to the terms of the indenture, we and every United States Holder have agreed (in the absence of an administrative determination or judicial ruling to the contrary) to be bound by our determination of the comparable yield and projected payment schedule.

Based on the comparable yield and the issue price of the Notes, a United States Holder of a Note (regardless of its accounting method) will be required to accrue interest as the sum of the daily portions of interest on the Notes for each day in the taxable year on which the United States Holder holds the Note, adjusted upward or downward to reflect the difference, if any, between the actual and projected amount of any contingent payments on the Notes (as set forth below). The issue price of the Notes is the first price at which a substantial amount of the Notes were sold to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity as underwriters, placement agents or wholesalers (the “issue price”).

The daily portions of interest in respect of a Note are determined by allocating to each day in an accrual period the ratable portion of interest on the Note that accrues in the accrual period. The amount of interest on a Note that accrues in an accrual period is the product of the comparable yield on the Note (adjusted to reflect the length of the accrual period) and the adjusted issue price of the Note. The adjusted issue price of a Note at the beginning of the first accrual period will equal its issue price and for any accrual periods thereafter will be (x) the sum of the issue price of such Note and any interest previously accrued thereon (disregarding any positive or negative adjustments described below) minus (y) the amount of any projected payments on the Notes for previous accrual periods.

In addition to the interest accrual discussed above, a United States Holder will be required to recognize interest income equal to the amount of the excess of actual payments over projected payments (a “positive adjustment”) in respect of a Note for a taxable year. For this purpose, the payments in a taxable year include the fair market value of property (including our common stock) received in that year. If a United States Holder receives actual payments that are less than the projected payments in respect of a Note for a taxable year, the United States Holder will incur a “negative adjustment” equal to the amount of such difference. This negative adjustment will (i) first reduce the amount of interest in respect of the Note that a United States Holder would otherwise be required to include in income in the taxable year and (ii) to the extent of any excess, will give rise to an ordinary loss equal to that portion of such excess that does not exceed the excess of (A) the amount of all previous interest inclusions under the Note over (B) the total amount of the United States Holder’s net negative adjustments treated as ordinary loss on the Note in prior taxable years. A net negative adjustment is not subject to the two percent floor limitation imposed on miscellaneous deductions under Section 67 of the Code. Any negative adjustment in excess of the amounts described in (i) and (ii) will be carried forward to offset future interest income in respect of the Notes or to reduce the amount realized on a sale, conversion, exchange, redemption or retirement of the Notes.

Sale, Conversion, Exchange, Redemption or Retirement of the Notes

Upon a sale, conversion, exchange, redemption or retirement of a Note for cash or our common stock, a United States Holder will generally recognize gain or loss equal to the difference between the amount realized on the sale, conversion, exchange, redemption or retirement (including the fair market value of our common stock received, if any) and such United States Holder’s adjusted tax basis in the Note. A United States Holder’s adjusted tax basis in a Note will generally be equal to the United States Holder’s purchase price for the Note, increased by any interest income previously accrued by the United Stated Holder (determined without regard to any positive or negative adjustments to interest accruals described above) and decreased by the amount of any projected payments previously made on the Notes to the United States Holder. A United States Holder generally will treat any gain as interest income and any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary loss, and the balance as capital loss. The deductibility of capital losses is subject to limitations. A United States Holder who sells the Notes at a loss that meets certain thresholds may be required to file a disclosure statement with the IRS under recently promulgated Treasury regulations.

A United States Holder’s tax basis in our common stock received upon a conversion of a Note will equal the then current fair market value of such common stock. The United States Holder’s holding period for the common stock received will commence on the day immediately following the date of conversion.

Constructive Dividends

If at any time we increase the conversion rate, either at our discretion or pursuant to the anti-dilution provisions, the increase may be deemed to be the payment of a taxable dividend to the United States Holders of the Notes.

Generally, a reasonable increase in the conversion rate in the event of stock dividends or distributions of rights to subscribe for our common stock will not be a taxable dividend.

Taxation of Distributions on Common Stock

Distributions paid on our common stock received upon conversion of a Note, other than certain pro rata distributions of common shares, will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by the United States Holder and taxable as ordinary income when received. If a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free return of the United States Holder’s investment, up to the United States Holder’s tax basis in the common stock. Any remaining excess will be treated as a capital gain. Under recently enacted legislation, dividends received by noncorporate United States Holders on common stock may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain conditions are met. United States Holders should consult their own tax advisers regarding the implications of this new legislation in their particular circumstances.

Sale or Other Disposition of Common Stock

Gain or loss realized by a United States Holder on the sale or other disposition of our common stock received upon conversion of a Note will be capital gain or loss for U.S. federal income tax purposes, and will be long-term capital gain or loss if the United States Holder held the common stock for more than one year. The amount of the United States Holder’s gain or loss will be equal to the difference between the United States Holder’s tax basis in the common stock disposed of and the amount realized on the disposition. A United States Holder who sells the stock at a loss that meets certain thresholds may be required to file a disclosure statement with the IRS under recently promulgated Treasury regulations.

Tax Consequences to Non-United States Holders

As used herein, the term “Non-United States Holder” means a beneficial owner of a Note or our common stock that is, for U.S. federal income tax purposes:

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an individual who is classified as a nonresident alien for U.S. federal income tax purposes;

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a foreign corporation; or

•

a foreign estate or trust.

Payments on Notes

All payments on the Notes made to a Non-United States Holder, including a payment in our common stock or cash pursuant to a conversion, exchange, redemption or retirement and any gain realized on a sale of the Notes, will be exempt from U.S. federal income and withholding tax, provided that:

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the Non-United States Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote and is not a controlled foreign

corporation related, directly or indirectly, to us through stock ownership and is not a bank receiving certain types of interest;

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the certification requirement described below has been fulfilled with respect to the Non-United States Holder;

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in the case of payments of interest, such interest payments are not made to a Non-United States Holder within a foreign country that the IRS has listed on a list of countries having provisions inadequate to prevent United States tax evasion;

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in the case of payments of interest, such interest is not deemed to be contingent interest within the meaning of the portfolio debt provisions;

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such payments are not effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States; and

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in the case of gain realized on the sale, conversion, exchange, redemption or retirement of the Notes we are not, and have not been within the shorter of the five-year period preceding such sale, conversion, exchange, redemption or retirement and the period the Non-United States Holder held the Notes, a U.S. real property holding corporation. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

However, if a Non-United States Holder were deemed to have received a constructive dividend (see “Tax Consequences to United States Holders—Constructive Dividends” above), the Non-United States Holder generally will be subject to United States withholding tax at a 30% rate, subject to reduction by an applicable treaty, on the taxable amount of the dividend. A Non-United States Holder who is subject to withholding tax under such circumstances should consult his own tax adviser as to whether it can obtain a refund for all or a portion of the withholding tax.

The certification requirement referred to above will be fulfilled if the beneficial owner of a Note certifies on IRS Form W-8BEN, IRS Form W-8EXP, or IRS Form W-8IMY, as applicable, under penalties of perjury, that it is not a U.S. person and provides its name and address.

If a Non-United States Holder of a Note is engaged in a trade or business in the United States, and if payments on the Note are effectively connected with the conduct of this trade or business, the Non-United States Holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a United States Holder (see “Tax Consequences to United States Holders” above), except that the Non-United States Holder will be required to provide a properly executed IRS Form W-8ECI in order to claim an exemption from withholding tax. These Non-United States Holders should consult their own tax advisers with respect to other tax consequences of the ownership of the Notes, including the possible imposition of a 30% branch profits tax.

Distributions on Common Stock

Dividends paid to a Non-United States Holder of our common stock generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction under an applicable treaty. In order to obtain a reduced rate of withholding, a Non-United States Holder will be required to provide a properly executed IRS Form W-8BEN, IRS Form W-8EXP, or IRS Form W-8IMY, certifying its entitlement to benefits under a treaty. A Non-United States Holder who is subject to withholding tax under such circumstances should consult his own tax adviser as to whether he can obtain a refund for all or a portion of the withholding tax.

If a Non-United States Holder of our common stock is engaged in a trade or business in the United States, and if the dividends are effectively connected with the conduct of this trade or business, the Non-United States Holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a United States Holder (see “Tax Consequences to United States Holders” above), except that the Non-United States Holder will be required to provide a properly executed IRS Form W-8ECI in order to claim an exemption from

withholding tax. These Non-United States Holders should consult their own tax advisers with respect to other tax consequences of the ownership of our common stock, including the possible imposition of a 30% branch profits tax.

Sale or Other Disposition of Common Stock

A Non-United States Holder generally will not be subject to U.S. federal income and withholding tax on gain realized on a sale or other disposition of the common stock received upon a conversion of a Note, unless:

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the gain is effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States;

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in the case of a Non-United States Holder who is a nonresident alien individual, the individual is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met; or

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we are or have been a U.S. real property holding corporation at any time within the shorter of the five-year period preceding such sale, exchange or disposition and the period the Non-United States Holder held the common stock. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation for United States federal income tax purposes.

If a Non-United States Holder of our common stock is engaged in a trade or business in the United States, and if the gain on the common stock is effectively connected with the conduct of this trade or business, the Non-United States Holder will generally be taxed in the same manner as a United States Holder (see “Tax Consequences to United States Holders” above). These Non-United States Holders should consult their own tax advisers with respect to other tax consequences of the disposition of the common stock, including the possible imposition of a 30% branch profits tax.

Backup Withholding and Information Reporting

Information returns may be filed with the IRS in connection with payments on the Notes, the common stock and the proceeds from a sale or other disposition of the Notes or the common stock. A United States Holder may be subject to United States backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A Non-United States Holder may be subject to United States backup withholding tax on these payments unless the Non-United States Holder complies with certification procedures to establish that it is not a U.S. person. The certification procedures required of Non-United States Holders to claim the exemption from withholding tax on certain payments on the Notes, described above, will generally satisfy the certification requirements necessary to avoid the backup withholding tax as well. The amount of any backup withholding from a payment will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

PLAN OF DISTRIBUTION

The securities to be offered and sold using this prospectus are being registered to permit public secondary trading of these securities by the selling security holders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling security holders of the securities offered by this prospectus. The aggregate proceeds to the selling security holders from the sale of the Notes or shares of our common stock issuable upon conversion of the Notes will be the purchase price of the Notes or shares of our common stock issuable upon conversion of the Notes less any discounts and commissions. A selling security holder reserves the right to accept and, together with its agents, to reject, any proposed purchases of Notes or common stock to be made directly or through agents.

The Notes and shares of our common stock issuable upon conversion of the Notes may be sold from time to time to purchasers directly by the selling security holders and their successors, which includes their transferees, pledges or donees or their successors, or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers of the Notes and shares of our common stock issuable upon conversion of the Notes. These discounts, concessions or commissions may be in excess of those customary in the types of transactions involved.

The selling security holders and any underwriters, broker-dealers or agents who participate in the distribution of the Notes and shares of our common stock issuable upon conversion of the Notes may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended. As a result, any profits on the sale of the Notes and shares of our common stock issuable upon the conversion of the Notes by selling security holders and any discounts, commissions or concessions received by any such broker-dealers or agents may be deemed to be underwriting discounts and “underwriters” within the meaning of the Securities Act will be subject to prospectus delivery requirements of the Securities Act. If the selling security holders were deemed to be underwriters, the selling security holders may be subject to certain statutory liabilities of the Securities Act and the Securities Exchange Act of 1934, as amended. If the Notes and shares of our common stock issuable upon conversion of the Notes are sold through underwriters, broker-dealers or agents the selling security holders will be responsible for underwriting discounts or commissions or agent’s commissions.

The Notes and shares of our common stock issuable upon conversion of the Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to such prevailing market prices, varying prices determined at the time of sale or negotiated prices.

These sales may be effected in transactions:

•

on any national securities exchange or quotation service on which the Notes and shares of our common stock issuable upon conversion of the Notes may be listed or quoted at the time of the sale;

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in the over-the-counter market;

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in transactions otherwise than on such exchanges or services or in the over-the-counter market;

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through the writing and exercise of options, whether such options are listed on an options exchange or otherwise; or

•

through the settlement of short sales.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with the sales of Notes and shares of our common stock issuable upon conversion of the Notes or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or other financial institutions may in turn engage in short sales of Notes and shares of our common stock issuable upon conversion of the Notes in the course of hedging their positions. The selling security holders may also sell the Notes and shares of our common stock issuable upon

conversion of the Notes short and deliver Notes and shares of our common stock issuable upon conversion of the Notes to close out short positions, or loan or pledge Notes or shares of our common stock issuable upon conversion of the Notes to broker-dealers that in turn may sell the Notes and shares of our common stock issuable upon conversion of the Notes.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holders and any underwriter, broker-dealer or agent regarding the sale of the Notes and shares of our common stock issuable upon conversion of the Notes by the selling security holders.

Our common stock is listed on the Nasdaq National Market under the symbol “YELL”. We do not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotation system. Accordingly, no assurances can be given as to the development of liquidity or any trading market for the Notes. See “Risk Factors—Because there is no current market for the Notes, we cannot assure you that an active trading market will develop”.

There can be no assurance that any selling security holder will sell any or all of the Notes or shares of our common stock issuable upon conversion of the Notes pursuant to this prospectus. Further, we cannot assure you that any such selling security holder will not transfer, devise or gift the Notes and shares of our common stock issuable upon conversion of the Notes by other means not described in this prospectus. In addition, any Note or share of common stock issuable upon conversion of the Notes covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than under this prospectus. The Notes and shares of our common stock issuable upon conversion of the Notes may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Notes and shares of our common stock issuable upon conversion of the Notes may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The selling security holders and any other person participating in the sale of Notes or shares of our common stock issuable upon conversion of the Notes will be subject to the Exchange Act. The Exchange Act rules include, without limitation Regulation M, which may limit the timing of purchases and sales of any of the Notes and shares of our common stock issuable upon conversion of the Notes by the selling security holders and any other such person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Notes and share of our common stock issuable upon conversion of the Notes and the ability of any person or entity to engage in market-making activities with respect to the Notes and shares of our common stock issuable upon conversion of the Notes.

We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the Notes and shares of our common stock issuable upon conversion of the Notes to the public, other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

The registration rights agreement pursuant to which we filed the registration statement to which this prospectus relates provides for us and the selling security holders to indemnify each other against liabilities arising under the Securities Act.

From time to time, the initial purchasers and certain of their affiliates have provided, and may continue to provide, investment banking or commercial banking services to us for which we have paid customary fees and commissions, including Deutsche Bank Securities Inc. acting as our financial advisor in connection with the Roadway acquisition and affiliates of the initial purchasers providing financing commitments in connection with the Roadway acquisition. Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., is acting as trustee for the Notes and will receive customary fees for such services.

LEGAL MATTERS

The validity of the Notes and the shares of common stock issuable upon conversion of the Notes will be passed upon for us by Fulbright & Jaworski L.L.P., Houston, Texas. Carl W. Vogt, a member of Yellow’s board of directors, currently serves as Of Counsel for Fulbright & Jaworski L.L.P. and was a partner and senior partner from 1974 to 2002. As of February 15, 2004, he owned 12,227 shares of Yellow common stock and had options to purchase an additional 10,534 shares.

EXPERTS

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 three years in the three-year period ended December 31, 2002, have been incorporated in this prospectus by reference to Yellow Corporation’s Form 8-K filed on October 21, 2003, and the related financial statement schedule has been incorporated in this prospectus by reference to Yellow Corporation’s Annual Report on Form 10-K, in each case in reliance on the reports of KPMG LLP, independent accountants, and upon the authority of said firm as experts in auditing and accounting. The audit report covering the December 31, 2002, financial statements includes an explanatory paragraph that describes Yellow’s adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, discussed in the Goodwill and Intangibles note to Yellow’s financial statements.

The consolidated financial statements and schedules of Roadway Corporation at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002, incorporated in this prospectus by reference to Yellow’s Current Report on Form 8-K filed on October 21, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedules are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Yellow files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy materials that Yellow Roadway has filed with the Securities and Exchange Commission at the following Securities and Exchange Commission public reference room:

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room.

The Yellow Roadway common stock is traded on Nasdaq National Market under the symbol “YELL”, and Yellow Roadway’s Securities and Exchange Commission filings can also be read at the following address:

Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006

Our Securities and Exchange Commission filings are also available to the public on the Securities and Exchange Commission’s internet website at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding companies that file electronically with the Securities and Exchange Commission. In addition, Yellow Roadway’s Securities and Exchange Commission filings are also available to the public on Yellow Roadway’s website, http://www.yellowcorp.com. Information contained on Yellow Roadway’s web site is not incorporated by reference into this prospectus, and you should not consider information contained on that web site as part of this prospectus.

We incorporate by reference into this prospectus the documents listed below and any future filings made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, including any filings after the date of this prospectus and until this offering is complete. The information incorporated by reference is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superceded, to constitute a part of this prospectus.

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our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

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our Quarterly Report on Form 10-Q and 10-Q/A for the fiscal quarter ended March 31, 2003.

•

our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003.

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our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003.

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our definitive proxy statement filed on March 6, 2003.

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our Current Reports on Form 8-K filed on January 7, 2003, March 3, 2003 (excluding the information that was furnished, but not filed, pursuant to Item 9), April 1, 2003, July 8, 2003, as amended, October 1, 2003, October 21, 2003, as amended (including the information that was furnished pursuant to Item 9), November 18, 2003, November 19, 2003, November 20, 2003, November 21, 2003, November 25, 2003, December 5, 2003, December 9, 2003, December 18, 2003, as amended, and February 19, 2004.

The documents incorporated by reference into this prospectus are available from us upon request. We will provide a copy of any and all information that is incorporated by reference into this prospectus (not including exhibits to the information unless those exhibits are specifically incorporated by reference into this prospectus) to any person without charge, upon written or oral request. You may request a copy of these documents by writing or telephoning us at Yellow Roadway Corporation, 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses Of Issuance And Distribution.

The following table sets forth the estimated expenses in connection with the distribution of the securities covered by this registration statement. We will bear all of these expenses.


Registration fee under the Securities Act	$	19,005
Printing and engraving expenses *		10,000
Legal fees and expenses*		50,000
Accounting fees and expenses*		25,000
Miscellaneous*		5,000

Total	$	109,005

Estimated solely for the purpose of this Item. Actual expenses may be more or less.

Item 15. Indemnification Of Officers And Directors.

The Certificate of Incorporation and Bylaws of Yellow Roadway Corporation together provide that Yellow Roadway’s directors shall not be personally liable to Yellow Roadway or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to Yellow Roadway or its stockholders, (ii) 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 (the “DGCL”), or (iv) any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation and Bylaws of Yellow Roadway also provide that if the DGCL is amended to permit further elimination of limitation of the personal liability of the directors, then the liability of Yellow Roadway’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Yellow Roadway maintains directors’ and officers’ liability insurance against any actual or alleged error misstatement, misleading statement, act, omission, neglect or breach of duty by any director or officer, excluding certain maters including fraudulent, dishonest or criminal acts or self-dealing.

DGCL Section 102(b)(7) provides that Yellow Roadway may indemnify a present or former director if such director conducted himself or herself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in Yellow Roadway’s best interests.

DGCL Section 145 provides that Yellow Roadway may indemnify its directors and officers, as well as other employees and individuals (each an “Indemnified Party”, and collectively, “Indemnified Parties”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative, other than in connection with actions by or in the right of Yellow Roadway (a “derivative action”), if an Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to Yellow Roadway’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that Yellow Roadway may only indemnify an Indemnified Party for expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such derivative action. Additionally, in the context of a derivative action, DGCL Section 145 requires a court approval before there can be any indemnification where an Indemnified Party has been found liable to Yellow Roadway. The statute provides that it is not exclusive of other indemnification arrangements that may be granted pursuant to a corporation’s charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

In the Agreement and Plan of Merger among Yellow Corporation, Yankee LLC, a wholly owned subsidiary of Yellow (“Sub”), and Roadway Corporation (“Roadway”), dated as of July 8, 2003, pursuant to which

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Roadway was merged with and into Sub, with Sub as the surviving company (the “Roadway Merger”), Yellow Roadway agreed to indemnify the former officers and directors of Roadway from liabilities arising out of actions or omissions in their capacity as such prior to the effective time of the Roadway Merger, and advance reasonable litigation expenses incurred in connection with such actions or omissions, to the full extent permitted under Roadway’s certificate of incorporation and bylaws. Further, for a period of six years after the effective time of the Roadway Merger, Yellow Roadway will provide Roadway’s officers and directors with an insurance and indemnification policy that provides coverage for acts or omissions through the effective time of the Roadway Merger; provided that the maximum aggregate amount of premiums that Yellow Roadway will be required to pay to provide and maintain this coverage does not exceed $3,944,400 per year.

The directors, officers and managers of each additional registrant listed in this registration statement under the Table of Additional Registrants may be insured or indemnified against liability incurred in their capacities as directors, officers or managers pursuant to certain provisions in the charter, bylaws or similar organizational documents of such additional registrant or state law statutory provisions regarding indemnification or limitations of liability in the state of incorporation or organization of such additional registrant. The charter, bylaws and similar organizational documents of each such additional registrant are set forth in the exhibits to this registration statement.

Item 16. Exhibits


Exhibit No.		Description
2.1		—Agreement and Plan of Merger, dated as of July 8, 2003, by and among Yellow Corporation, Yankee LLC and Roadway Corporation (incorporated by reference to Exhibit 2.1 to Yellow Corporation’s Current Report on Form 8-K, as amended, filed on July 8, 2003, Reg. No. 000-12255). Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules, exhibits and similar attachments to this Agreement have not been filed with this exhibit. The schedules contain various items relating to the assets of the business being acquired and the representations and warranties made by the parties to the Agreement. The registrants agree to furnish supplementally any omitted schedule, exhibit or similar attachment to the SEC upon request.

3.1		—Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated by reference to Exhibit 3.1 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-12255).

3.2		—Certificate of Amendment to the Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated by reference to Exhibit 4.2 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-111499).

3.3		—Bylaws of Yellow Roadway Corporation, as amended.

3.4		—Certificate of Incorporation of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc., as amended.

3.5		—Amended and Restated Bylaws of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc.

3.6		—Certificate of Incorporation of Yellow Technologies, Inc., as amended (incorporated by reference to Exhibit 3.7 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.7		—Amended and Restated Bylaws of Yellow Technologies, Inc.

3.8		—Certificate of Incorporation of Globe.com Lines, Inc., as amended (incorporated by reference to Exhibit 3.9 to Yellow Corporation’s Registration Statement on Form S-3 filed October 22, 2003, Reg. No. 333-109896).

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Exhibit No.		Description

3.9		—Amended and Restated Bylaws of Globe.com Lines, Inc.

3.10		—Articles of Incorporation of Yellow Relocation Services, Inc. (incorporated by reference to Exhibit 3.11 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.11		—Amended and Restated Bylaws of Yellow Relocation Services, Inc.

3.12		—Articles of Incorporation of Mission Supply Company, as amended (incorporated by reference to Exhibit 3.15 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.13		—Amended and Restated Bylaws of Mission Supply Company.

3.14		—Articles of Incorporation of Yellow Transportation, Inc., as amended.

3.15		—Amended and Restated Bylaws of Yellow Transportation, Inc.

3.16		—Certificate of Formation of Yellow GPS, LLC, as amended (incorporated by reference to Exhibit 3.21 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.17		—Amended and Restated Limited Liability Company Agreement of Yellow GPS, LLC, formerly known as Yellow Global, LLC (incorporated by reference to Exhibit 3.22 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.18		—Certificate of Formation of Roadway LLC, as amended.

3.19		—Limited Liability Company Agreement of Roadway LLC, formerly known as Yankee LLC.

3.20		—Amended and Restated Certificate of Incorporation of Roadway Express, Inc.

3.21		—Amended and Restated By-Laws of Roadway Express, Inc.

3.22		—Certificate of Incorporation of Roadway Next Day Corporation, as amended.

3.23		—By-Laws of Roadway Next Day Corporation (formerly of Lion Corp.).

4.1		—Paying Agency Agreement dated April 26, 1993 between Yellow Corporation and Citibank, N.A. (incorporated by reference to Exhibit 4.4 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-1255).

4.2		—Indenture (including form of note) dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Yellow Roadway Corporation’s Registration Statement on Form S-4, filed on August 19, 2003, Reg. No. 333-108081).

4.3		—Registration Rights Agreement dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated by reference to Exhibit 4.6 to Yellow Corporation’s Registration Statement on Form S-4, filed on August 18, 2003, Reg. No. 333-108081).

4.4		—Indenture (including form of note) dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 3.375% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.7 to Yellow Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.5		—Registration Rights Agreement dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated by reference to Exhibit 4.8 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

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Exhibit No.		Description

4.6		—Indenture (including form of note) dated November 30, 2001 among Roadway Corporation (predecessor in interest to Roadway LLC), certain subsidiary guarantors and SunTrust Bank, as trustee, relating to Roadway’s 8¹/4% Senior Notes due December 1, 2008 (incorporated by reference to Exhibit 4.9 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

5.1		—Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities to be offered hereby.

12.1		—Statement of Computation of Ratios.

23.1		—Consent of KPMG LLP, independent auditors for Yellow Roadway Corporation.

23.2		—Consent of Ernst & Young LLP, independent accountants for Roadway Corporation.

23.3		—Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

24.1		—Powers of Attorney (included on the signature pages hereto).

25.1		—Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1.

Item 17. Undertakings

A. Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in this registration statement;

provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each of the post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, the filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act

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(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of any registrant pursuant to the provisions described in Item 15 above, or otherwise, that registrant has been advised that in the opinion of the SEC that indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against any liability (other than the payment by a registrant of expenses incurred or paid by a director, officer, or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer, or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.

D. Each undersigned registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus or any prospectus supplement filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus or prospectus supplement filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus or prospectus supplement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

E. Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 23rd day of February, 2004.


YELLOW ROADWAY CORPORATION

By:		/s/ DONALD G. BARGER, JR.
		Donald G. Barger, Jr.
		Senior Vice President and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald G. Barger, Jr., Phillip J. Gaines and Daniel J. Churay, or any of them, severally, as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all post-effective amendments to this registration statement, and to file the same with all exhibits hereto, and all other documents in connection herewith, with the Commission, granting unto said attorney-in-fact and agent, and either of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/s/ WILLIAM D. ZOLLARS William D. Zollars		Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer)

/s/ DONALD G. BARGER, JR. Donald G. Barger, Jr.		Senior Vice President and Chief Financial Officer (principal financial officer)

/s/ BHADRESH SUTARIA Bhadresh Sutaria		Vice President—Controller and Chief Accounting Officer (principal accounting officer)

/s/ CASSANDRA C. CARR Cassandra C. Carr		Director

/s/ HOWARD M. DEAN Howard M. Dean		Director

/s/ DENNIS E. FOSTER Dennis E. Foster		Director

/s/ JOHN C. MCKELVEY John C. McKelvey		Director

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Signature		Title

/s/ WILLIAM L. TRUBECK William L. Trubeck		Director

/s/ CARL W. VOGT Carl W. Vogt		Director

/s/ FRANK P. DOYLE Frank P. Doyle		Director

/s/ JOHN F. FIEDLER John F. Fiedler		Director

/s/ PHILLIP J. MEEK Phillip J. Meek		Director

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SIGNATURES


YELLOW TRANSPORTATION, INC.

By:		/s/ JAMES L. WELCH
		James L. Welch
		President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/s/ JAMES L. WELCH James L. Welch		President, Chief Executive Officer and Director (principal executive officer)

/s/ PHILLIP J. GAINES Phillip J. Gaines		Senior Vice President—Finance and Administration and Director (principal financial officer and principal accounting officer)

/s/ JERRY C. BOWLIN Jerry C. Bowlin		Director

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SIGNATURES


YELLOW TECHNOLOGIES, INC.

By:		/s/ LYNN CADDELL
		Lynn Caddell
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/s/ LYNN CADDELL Lynn Caddell		President (principal executive officer)

/s/ MARTIN KRAUS Martin Kraus		Vice President—Finance (principal financial officer and principal accounting officer)

/s/ STEPHEN L. BRUFFETT Stephen L. Bruffett		Director

/s/ JAIRAJ T. CHETNANI Jairaj T. Chetnani		Director

/s/ JAMES MCMULLEN James McMullen		Director

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SIGNATURES


MISSION SUPPLY COMPANY

By:		/s/ JAMES L. WELCH
		James L. Welch
		President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/s/ JAMES L. WELCH James L. Welch		President and Director (principal executive officer)

/s/ D. BRUCE GRESS D. Bruce Gress		Vice President—Finance (principal financial officer and principal accounting officer)

/s/ JERRY C. BOWLIN Jerry C. Bowlin		Director

/s/ PHILLIP J. GAINES Phillip J. Gaines		Director

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SIGNATURES


YELLOW RELOCATION SERVICES, INC.

By:		/S/ DONALD E. EMERY
		Donald E. Emery
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/S/ DONALD E. EMERY Donald E. Emery		President (principal executive officer)

/S/ D. BRUCE GRESS D. Bruce Gress		Vice President—Finance (principal financial officer and principal accounting officer)

/S/ JERRY C. BOWLIN Jerry C. Bowlin		Director

/S/ PHILLIP J. GAINES Phillip J. Gaines		Director

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SIGNATURES


MERIDIAN IQ, INC.

By:		/S/ JAMES RITCHIE
		James Ritchie
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/S/ JAMES RITCHIE James Ritchie		President and Chief Executive Officer (principal executive officer)

/S/ ERIC FRIEDLANDER Eric Friedlander		Vice President—Finance (principal financial officer and principal accounting officer)

/S/ STEPHEN L. BRUFFETT Stephen L. Bruffett		Director

/S/ JAIRAJ T. CHETNANI Jairaj T. Chetnani		Director

/S/ JAMES MCMULLEN James McMullen		Director

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SIGNATURES


YELLOW GPS, LLC

By:		/S/ JAMES RITCHIE
		James Ritchie
		President, Chief Executive Officer and Manager

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/S/ JAMES RITCHIE James Ritchie		President, Chief Executive Officer and Manager (principal executive officer)

/S/ ERIC FRIEDLANDER Eric Friedlander		Vice President—Finance and Controller (principal financial officer and principal accounting officer)

/S/ JAMES MCMULLEN James McMullen		Manager

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SIGNATURES


GLOBE.COM LINES, INC.

By:		/S/ JAMES RITCHIE
		James Ritchie
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/S/ JAMES RITCHIE James Ritchie		President and Chief Executive Officer (principal executive officer)

/S/ ERIC FRIEDLANDER Eric Friedlander		Vice President—Finance and Controller (principal financial officer and principal accounting officer)

/S/ STEPHEN L. BRUFFETT Stephen L. Bruffett		Director

/S/ JAIRAJ T. CHETNANI Jairaj T. Chetnani		Director

/S/ JAMES MCMULLEN James McMullen		Director

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SIGNATURES


ROADWAY LLC

By:		/s/ JAMES D. STALEY
		James D. Staley
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/S/ JAMES D. STALEY James D. Staley		President and Chief Executive Officer (principal executive officer)

/s/ JOHN G. COLEMAN John G. Coleman		Vice President—Finance and Manager (principal financial officer and principal accounting officer)

/s/ JACK E. PEAK Jack E. Peak		Manager

/s/ ROBERT L. STULL Robert L. Stull		Manager

II-15

SIGNATURES


ROADWAY EXPRESS, INC.

By:		/s/ ROBERT L. STULL
		Robert L. Stull
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/s/ ROBERT L. STULL Robert L. Stull		President, Chief Executive Officer and Director (principal executive officer)

/s/ JOHN G. COLEMAN John G. Coleman		Senior Vice President—Finance and Administration and Director (principal financial officer and principal accounting officer)

/s/ JACK E. PEAK Jack E. Peak		Director

II-16

SIGNATURES


ROADWAY NEXT DAY CORPORATION

By:		/s/ JAMES D. STALEY
		James D. Staley
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 23rd day of February, 2004.


Signature		Title

/s/ JAMES D. STALEY James D. Staley		President (principal executive officer)

/s/ JOHN G. COLEMAN John G. Coleman		Vice President—Finance and Manager (principal financial officer and principal accounting officer)

/s/ JACK E. PEAK Jack E. Peak		Director

/s/ ROBERT L. STULL Robert L. Stull		Director

II-17

EXHIBIT INDEX


Exhibit No.		Description
2.1		—Agreement and Plan of Merger, dated as of July 8, 2003, by and among Yellow Corporation, Yankee LLC and Roadway Corporation (incorporated by reference to Exhibit 2.1 to Yellow Corporation’s Current Report on Form 8-K, as amended, filed on July 8, 2003, Reg. No. 000-12255). Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules, exhibits and similar attachments to this Agreement have not been filed with this exhibit. The schedules contain various items relating to the assets of the business being acquired and the representations and warranties made by the parties to the Agreement. The registrants agree to furnish supplementally any omitted schedule, exhibit or similar attachment to the SEC upon request.

3.1		—Certificate of Incorporation of Yellow Roadway Corporation formerly known as Yellow Corporation (incorporated by reference to Exhibit 3.1 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-12255).

3.2		—Certificate of Amendment to the Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated by reference to Exhibit 4.2 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-111499).

3.3		—Bylaws of Yellow Roadway Corporation, as amended.

3.4		—Certificate of Incorporation of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc., as amended.

3.5		—Amended and Restated Bylaws of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc.

3.6		—Certificate of Incorporation of Yellow Technologies, Inc., as amended (incorporated by reference to Exhibit 3.7 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.7		—Amended and Restated Bylaws of Yellow Technologies, Inc.

3.8		—Certificate of Incorporation of Globe.com Lines, Inc., as amended (incorporated by reference to Exhibit 3.9 to Yellow Corporation’s Registration Statement on Form S-3 filed October 22, 2003, Reg. No. 333-109896).

3.9		—Amended and Restated Bylaws of Globe.com Lines, Inc.

3.10		—Articles of Incorporation of Yellow Relocation Services, Inc. (incorporated by reference to Exhibit 3.11 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.11		—Amended and Restated Bylaws of Yellow Relocation Services, Inc.

3.12		—Articles of Incorporation of Mission Supply Company, as amended (incorporated by reference to Exhibit 3.15 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.13		—Amended and Restated Bylaws of Mission Supply Company.

3.14		—Articles of Incorporation of Yellow Transportation, Inc., as amended.

3.15		—Amended and Restated Bylaws of Yellow Transportation, Inc.

3.16		—Certificate of Formation of Yellow GPS, LLC, as amended (incorporated by reference to Exhibit 3.21 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

II-18


Exhibit No.		Description

3.17		—Amended and Restated Limited Liability Company Agreement of Yellow GPS, LLC, formerly known as Yellow Global, LLC (incorporated by reference to Exhibit 3.22 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.18		—Certificate of Formation of Roadway LLC, as amended.

3.19		—Limited Liability Company Agreement of Roadway LLC, formerly known as Yankee LLC.

3.20		—Amended and Restated Certificate of Incorporation of Roadway Express, Inc.

3.21		—Amended and Restated By-Laws of Roadway Express, Inc.

3.22		—Certificate of Incorporation of Roadway Next Day Corporation, as amended.

3.23		—By-Laws of Roadway Next Day Corporation (formerly of Lion Corp.).

4.1		—Paying Agency Agreement dated April 26, 1993 between Yellow Corporation and Citibank, N.A. (incorporated by reference to Exhibit 4.4 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-1255).

4.2		—Indenture (including form of note) dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Yellow Roadway Corporation’s Registration Statement on Form S-4, filed on August 19, 2003, Reg. No. 333-108081).

4.3		—Registration Rights Agreement dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated by reference to Exhibit 4.6 to Yellow Corporation’s Registration Statement on Form S-4, filed on August 18, 2003, Reg. No. 333-108081).

4.4		—Indenture (including form of note) dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 3.375% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.7 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.5		—Registration Rights Agreement dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated by reference to Exhibit 4.8 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.6		—Indenture (including form of note) dated November 30, 2001 among Roadway Corporation (predecessor in interest to Roadway LLC), certain subsidiary guarantors and SunTrust Bank, as trustee, relating to Roadway’s 8¹/4% Senior Notes due December 1, 2008 (incorporated by reference to Exhibit 4.9 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

5.1		—Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities to be offered hereby.

12.1		—Statement of Computation of Ratios.

23.1		—Consent of KPMG LLP, independent auditors for Yellow Roadway Corporation.

23.2		—Consent of Ernst & Young LLP, independent accountants for Roadway Corporation.

23.3		—Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

24.1		—Powers of Attorney (included on the signature pages hereto).

25.1		—Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1.

II-19



                                                                     EXHIBIT 3.3

                           YELLOW ROADWAY CORPORATION
                                     BYLAWS

                     (As Amended through December 18, 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-



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-



     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-



     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-



     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-



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 identify 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 ten.
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-



          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 75th 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-



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 75th 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-



     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-



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;

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-



               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-



                                   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-



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-



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-



     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-



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-



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-



     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-



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-



     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-



     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-



                                  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-



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-



                                                                 EXHIBIT NO. 3.4

                          CERTIFICATE OF INCORPORATION
                                       OF
                        YELLOW DOT COM SUBSIDIARY, INC.

          FIRST: The name of the Corporation is YELLOW DOT COM SUBSIDIARY, INC.
(the "Corporation").

          SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company.

          THIRD: The purpose for which the Corporation is organized 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 all classes of capital stock
that the Corporation shall have the authority to issue is 1000 shares, par value
$.0001 per share, designated common stock.

          FIFTH: The name and mailing address of the incorporator is:

Name            Mailing Address
- ----            ---------------

Megan E. Gula   Cahill Gordon & Reindel
                80 Pine Street
                New York, New York 10005

          SIXTH: The business and affairs of the Corporation shall be managed by
the Board of Directors.

          SEVENTH: The Board of Directors shall have the power to adopt, amend
or repeal the by-laws of the Corporation.

          EIGHTH: Election of directors need not be by ballot unless the by-laws
of the Corporation so provide. Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the General
Corporation Law of the State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the by-laws of the Corporation.

          NINTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended.

                                      -1-



          (2) (a) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by applicable law as the same exists or may hereafter be amended. The right to
indemnification conferred in this ARTICLE NINTH shall also include the right to
be paid by the Corporation the expenses incurred in connection with any such
proceeding in advance of its final disposition to the fullest extent authorized
by applicable law as the same exists or may hereafter be amended.

          (b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the Corporation
to such extent and to such effect as the Board of Directors shall determine to
be appropriate and authorized by applicable law as the same exists or may
hereafter be amended.

          (3) The rights and authority conferred in this ARTICLE NINTH shall not
be exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of this Certificate of Incorporation or the by-laws
of the Corporation, agreement, vote of stockholders or disinterested directors
or otherwise.

          (4) Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Certificate of Incorporation or the by-laws of
the Corporation, nor, to the fullest extent permitted by applicable law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE NINTH
in respect of any acts or omissions occurring prior to such amendment or repeal
or such adoption of an inconsistent provision.

          TENTH: The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the General Corporation Law of
the State of Delaware.

          ELEVENTH: The Corporation reserves the right to amend this Certificate
of Incorporation in any manner permitted by the General Corporation Law of the
State of Delaware, as amended from time to time, and all rights and powers
conferred herein on stockholders, directors and officers, if any, are subject to
this reserved power.

          TWELFTH: The Corporation shall have perpetual existence.

                                      -2-



          IN WITNESS WHEREOF, I have hereunto signed my name this 11th day of
May, 2000.


                                                 /s/ MEGAN E. GULA
                                         ---------------------------------------
                                         Megan E. Gula

                                      -3-



                                                                 EXHIBIT NO. 3.4

                             CERTIFICATE OF MERGER

                                    MERGING

                              ECP (DELAWARE), INC.

                                 WITH AND INTO

                        YELLOW DOT COM SUBSIDIARY, INC.

          The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

              NAME                STATE OF INCORPORATION
              ----                ----------------------

ECP (Delaware), Inc.              Delaware

Yellow Dot Com Subsidiary, Inc.   Delaware

          SECOND: That the Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 251 of the General Corporation Law
of Delaware.

          THIRD: That Yellow Dot Com Subsidiary, Inc. shall be the surviving
corporation (the "Surviving Corporation").

          FOURTH: That the Articles of Incorporation of Yellow Dot Com
Subsidiary, Inc. shall be the Articles of Incorporation of the Surviving
Corporation.

          FIFTH: The merger is to become effective at 5:00 p.m. on December 31,
2001.

          SIXTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation, the address of which is P.O. Box
7563, 10990 Roe Avenue, Overland Park, Kansas 66211.

          SEVENTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.

                                      -4-



          IN WITNESS WHEREOF, this certificate of Merger has been executed by
William F. Martin, Jr., President of ECP (Delaware), Inc. and by William F.
Martin, Jr., President of the Surviving Corporation on this 31st day of December
2001.


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President

                                      -5-



                                                                 EXHIBIT NO. 3.4

                             CERTIFICATE OF MERGER

                                    MERGING

                        TL VENTURES SIX (DELAWARE), INC.

                                 WITH AND INTO

                        YELLOW DOT COM SUBSIDIARY, INC.

          The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

             NAME                  STATE OF INCORPORATION
             ----                  ----------------------

TL Ventures Six (Delaware), Inc.   Delaware

Yellow Dot Com Subsidiary, Inc.    Delaware

          SECOND: That the Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 251 of the General Corporation Law
of Delaware.

          THIRD: That Yellow Dot Com Subsidiary, Inc. shall be the surviving
corporation (the "Surviving Corporation").

          FOURTH: That the Articles of Incorporation of Yellow Dot Com
Subsidiary, Inc. shall be the Articles of Incorporation of the Surviving
Corporation.

          FIFTH: The merger is to become effective at 5:00 p.m. on December 31,
2001.

          SIXTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation, the address of which is P.O. Box
7563, 10990 Roe Avenue, Overland Park, Kansas 66211.

          SEVENTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.

                                      -6-



          IN WITNESS WHEREOF, this certificate of Merger has been executed by
William F. Martin, Jr., President of TL Ventures Six (Delaware), Inc. and by
William F. Martin, Jr., President of the Surviving Corporation on this 31st day
of December 2001.


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President

                                      -7-



                                                                 EXHIBIT NO. 3.4

                             CERTIFICATE OF MERGER

                                    MERGING

                      OCTOBER CAPITAL TRANSPORTATION, INC.

                                 WITH AND INTO

                        YELLOW DOT COM SUBSIDIARY, INC.

          The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

                 NAME                  STATE OF INCORPORATION
                 ----                  ----------------------

October Capital Transportation, Inc.   Missouri

Yellow Dot Com Subsidiary, Inc.        Delaware

          SECOND: That the Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 252 of the General Corporation Law
of Delaware.

          THIRD: That Yellow Dot Com Subsidiary, Inc. shall be the surviving
corporation (the "Surviving Corporation").

          FOURTH: That the Articles of Incorporation of Yellow Dot Com
Subsidiary, Inc. shall be the Articles of Incorporation of the Surviving
Corporation.

          FIFTH: That the authorized stock and par value of October Capital
Transportation, Inc. is 1,000 shares, with a par value of $1.00 per share.

          SIXTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation, the address of which is P.O. Box
7563, 10990 Roe Avenue, Overland Park, Kansas 66211.

          SEVENTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.

                                      -8-



          IN WITNESS WHEREOF, this certificate of Merger has been executed by
William F. Martin, Jr., President of October Capital Transportation, Inc. and by
William F. Martin, Jr., President of the Surviving Corporation on this 31st day
of December 2001.


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President

                                      -9-



                                                                 EXHIBIT NO. 3.4

                             CERTIFICATE OF MERGER

                                    MERGING

                        YELLOW CUSTOMER SOLUTIONS, INC.

                                 WITH AND INTO

                        YELLOW DOT COM SUBSIDIARY, INC.

          The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

            NAME                  STATE OF INCORPORATION
            ----                  ----------------------

Yellow Customer Solutions, Inc.   Delaware

Yellow Dot Com Subsidiary, Inc.   Delaware

          SECOND: That the Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 251 of the General Corporation Law
of Delaware.

          THIRD: That Yellow Dot Com Subsidiary, Inc. shall be the surviving
corporation (the "Surviving Corporation").

          FOURTH: That the Articles of Incorporation of Yellow Dot Com
Subsidiary, Inc. shall be the Articles of Incorporation of the Surviving
Corporation.

          FIFTH: The merger is to become effective at 5:00 p.m. on January 23,
2002.

          SIXTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation, the address of which is P.O. Box
7563, 10990 Roe Avenue, Overland Park, Kansas 66211.

          SEVENTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.

                                      -10-



          IN WITNESS WHEREOF, this certificate of Merger has been executed by
William F. Martin, Jr., President of Yellow Customer Solutions, Inc., and by
William F. Martin, Jr., President of the Surviving Corporation on this 24th day
of January 2002.


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President


                                         By:     /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             Name: William F. Martin, Jr.
                                             Title: President

                                      -11-



                              CERTIFICATE OF MERGER

                                       OF

                                  MEGASYS, INC.
                            (An Indiana corporation)

                                       AND

                                MERIDIAN IQ, LLC
                     (A Delaware limited liability company)

                                      INTO

                         YELLOW DOT COM SUBSIDIARY, INC.
                            (a Delaware corporation)

                                    *********

     The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of Delaware.

     DOES HEREBY CERTIFY:

     FIRST: That the name and the state of incorporation of each of the
constituent corporations of the merger is as follows:

         NAME                                  STATE OF INCORPORATION
         ----                                  ----------------------
         MegaSys, Inc.                         Indiana
         Meridian IQ, LLC                      Delaware
         Yellow Dot Com Subsidiary, Inc.       Delaware

     SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by MegaSys, Inc.,
Meridian IQ, LLC and Yellow Dot Com Subsidiary, Inc.

     THIRD: That the name of the surviving corporation of the merger is

            Yellow Dot Com Subsidiary, Inc., a Delaware Corporation.

     FOURTH: That the Certificate of Incorporation of Yellow Dot Com Subsidiary,
Inc., a Delaware corporation which is surviving the merger, shall be the
Certificate of Incorporation of the surviving corporation.


                                      -1-



     FIFTH: That the executed Agreement of Merger is on file at the office of
the surviving corporation, the address of which is 10990 Roe Avenue, Overland
Park, KS 66211, Attention: Secretary.

     SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

     SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:


                                                      Par value per share or
  Corporation        Class      Number of Shares            no par value
  -----------        -----      ----------------      -----------------------
Mega Sys, Inc.       Common           1,300                 No par value


     EIGHTH: That this Certificate of Merger shall be effective on December 30,
2003.

     Dated: December 29, 2003.

                                    YELLOW DOT COM SUBSIDIARY, INC.

                                    BY:     /s/ James McMullen
                                        --------------------------------------
                                            James McMullen
                                            President and Secretary


                                       -2-



                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                        YELLOW DOT COM SUBSIDIARY, INC.

     Yellow Dot Com Subsidiary, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify that:

     1.   The name of the corporation is Yellow Dot Com Subsidiary, Inc. (the
          "Company").

     2.   By written consent, dated effective as of December 22, 2003, the Board
          of Directors of the Company adopted a resolution proposing and
          recommending to the sole stockholder the following amendment to the
          Certificate of Incorporation of the Company:

                    Article FIRST of the Certificate of Incorporation of the
               Company shall be amended to read in its entirety as follows:

                    "FIRST, the name of the Corporation is Meridian IQ, Inc.
               (the "Corporation")."

     3.   By written consent, dated effective as of December 22, 2003, the sole
          stockholder of the Company approved the amendment of the Certificate
          of Incorporation in accordance with the provisions of Section 242 of
          the General Corporation Law of the State of Delaware.

     4.   That this Certificate of Amendment shall be effective on December 30,
          2003.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Yellow Dot Subsidiary, Inc. on the 29th day of December 2003.

                                                /s/ James McMullen
                                         ---------------------------------
                                                   James McMullen
                                              President and Secretary


                                      -1-



                                                                     Exhibit 3.5

                          AMENDED AND RESTATED BYLAWS

                                       OF

                         YELLOW DOT COM SUBSIDIARY, INC.

                         Adopted as of October 10, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01  Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.

     SECTION 1.02  Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01  Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02  Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03  Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04  Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors and shall be called by the
President or the Secretary at the request in writing of stockholders



owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. The Chairman of the Board or the
President of the corporation or directors so calling, or the stockholders so
requesting, any such meeting shall fix the time and any place, either within or
without the State of Delaware, as the place for holding such meeting.

     SECTION 2.05  Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06  Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07  Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08  Consent of Stockholders. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate action by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting

                                        2



were held shall consent in writing to such corporate action being taken; or on
the written consent of the holders of shares of the corporation's capital stock
having not less than the minimum percentage of the vote required by statute for
the proposed corporate action, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing. Consents of stockholders
may also be given by telegram, cablegram or other electronic transmission in
accordance with and subject to the provisions of Section 228 of the General
Corporation Law of Delaware.

     SECTION 2.09  Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10  Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11  Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of stockholders, nor more than 60 days preceding the date
for payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change, or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment thereof, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01  Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02  Number, Election and Term. The number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time as
determined by resolution of the Board adopted by a majority of the whole Board,
but shall consist of not less than one (1) member. The number of directors of
the whole Board shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.03, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Delaware or stockholders of
the corporation.

     SECTION 3.03  Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04  Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Delaware, without other notice than such resolution.

     SECTION 3.05  Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Delaware, as the place for holding such
meeting.

     SECTION 3.06  Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any

                                        4



special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting, except that notice shall be given of any
proposed amendment to the bylaws if it is to be adopted at any special meeting
or with respect to any other matter where notice is required by statute.

     SECTION 3.07  Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08  Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09  Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01  Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of such committee. In the absence or

                                        5



disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
and such limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.

     SECTION 4.02  Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03  Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

                                    ARTICLE V

                                     NOTICE

     SECTION 5.01  Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission as that term is defined in Section 232 of the General
Corporation Law of Delaware.

     SECTION 5.02  Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01  Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, and a Secretary.
The Board of Directors may appoint such other officers and agents, including a
Chairman of the Board, a Treasurer, Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, in each case as the Board of Directors
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and

                                        6



perform such duties as shall be determined by the Board. Any two or more offices
may be held by the same person. The Chairman of the Board, if one is elected,
shall be elected from among the directors. With the foregoing exceptions, none
of the other officers need be a director, and none of the officers need be a
stockholder of the corporation.

     SECTION 6.02  Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03  Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04  Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05  Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06  Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07  President. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board (if one is elected), the President
shall preside at all meetings of the Board of Directors and of the stockholders.
He may also preside at any such meeting attended by the Chairman if he is so
designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of Directors and the
Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or any other officer
of the corporation thereunto authorized by the Board of Directors, certificates
for shares of the corporation and any deeds, bonds, mortgages, contracts,
checks, notes, drafts, or other instruments that the Board of Directors has
authorized to be executed, except in cases

                                        7



where the signing and execution thereof has been expressly delegated by these
bylaws or by the Board of Directors to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. He shall
vote, or give a proxy to any other officer of the corporation to vote, all
shares of stock of any other corporation standing in the name of the corporation
and in general he shall perform all other duties normally incident to the office
of President and such other duties as may be prescribed by the stockholders, the
Board of Directors, or the Executive Committee from time to time.

     SECTION 6.08  Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09  Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10  Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

     SECTION 6.11  Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the

                                        8



Executive Committee. The Assistant Secretaries and Assistant Treasurers shall,
in the absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but such
delegation shall not relieve the absent officer from the responsibilities and
liabilities of his office. The Assistant Secretaries may sign, with the
President or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.

                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01  Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02  Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01  Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class of stock; provided that, except as otherwise provided by statute, in lieu
of the foregoing requirements there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish to each stockholder who
so requests the

                                        9



designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and rights. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the case of a
lost, stolen, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

     SECTION 8.02  Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03  Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04  Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the corporation's capital
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01  Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

     SECTION 9.02  Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to

                                       10



meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interest of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

                                    ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01 Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02 Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

     SECTION 10.03 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any

                                       11



claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     SECTION 10.04 Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07 Definitions. For purposes of this Article X:

          (a)  "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Article
X with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued;

          (b)  "other enterprises" shall include employee benefit plans;

          (c)  "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan;

          (d)  "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation that
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and

                                       12



          (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article X.

     SECTION 10.08 Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02 Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                   ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13



                                                                     Exhibit 3.7

                           AMENDED AND RESTATED BYLAWS

                                       OF

                            YELLOW TECHNOLOGIES, INC.

                         Adopted as of October 10, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01  Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.

     SECTION 1.02  Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01  Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02  Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03  Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04  Special Meeting. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors and shall be called by the
President or the Secretary at the request in writing of stockholders



owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. The Chairman of the Board or the
President of the corporation or directors so calling, or the stockholders so
requesting, any such meeting shall fix the time and any place, either within or
without the State of Delaware, as the place for holding such meeting.

     SECTION 2.05  Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06  Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07  Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08  Consent of Stockholders. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate action by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting

                                        2



were held shall consent in writing to such corporate action being taken; or on
the written consent of the holders of shares of the corporation's capital stock
having not less than the minimum percentage of the vote required by statute for
the proposed corporate action, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing. Consents of stockholders
may also be given by telegram, cablegram or other electronic transmission in
accordance with and subject to the provisions of Section 228 of the General
Corporation Law of Delaware.

     SECTION 2.09  Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10  Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11  Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of stockholders, nor more than 60 days preceding the date
for payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change, or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment thereof, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01  Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02  Number, Election and Term. The number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time as
determined by resolution of the Board adopted by a majority of the whole Board,
but shall consist of not less than one (1) member. The number of directors of
the whole Board shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.03, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Delaware or stockholders of
the corporation.

     SECTION 3.03  Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04  Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Delaware, without other notice than such resolution.

     SECTION 3.05  Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Delaware, as the place for holding such
meeting.

     SECTION 3.06  Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any

                                        4



special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting, except that notice shall be given of any
proposed amendment to the bylaws if it is to be adopted at any special meeting
or with respect to any other matter where notice is required by statute.

     SECTION 3.07  Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08  Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09  Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01  Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of such committee. In the absence or

                                        5



disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
and such limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.

     SECTION 4.02  Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03  Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

                                    ARTICLE V

                                     NOTICE

     SECTION 5.01  Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission as that term is defined in Section 232 of the General
Corporation Law of Delaware.

     SECTION 5.02  Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01  Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, and a Secretary.
The Board of Directors may appoint such other officers and agents, including a
Chairman of the Board, a Treasurer, Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, in each case as the Board of Directors
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and

                                        6



perform such duties as shall be determined by the Board. Any two or more
offices may be held by the same person. The Chairman of the Board, if one is
elected, shall be elected from among the directors. With the foregoing
exceptions, none of the other officers need be a director, and none of the
officers need be a stockholder of the corporation.

     SECTION 6.02  Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03  Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04  Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05  Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06  Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07  President. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board (if one is elected), the President
shall preside at all meetings of the Board of Directors and of the stockholders.
He may also preside at any such meeting attended by the Chairman if he is so
designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of Directors and the
Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or any other officer
of the corporation thereunto authorized by the Board of Directors, certificates
for shares of the corporation and any deeds, bonds, mortgages, contracts,
checks, notes, drafts, or other instruments that the Board of Directors has
authorized to be executed, except in cases

                                        7



where the signing and execution thereof has been expressly delegated by these
bylaws or by the Board of Directors to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. He shall
vote, or give a proxy to any other officer of the corporation to vote, all
shares of stock of any other corporation standing in the name of the corporation
and in general he shall perform all other duties normally incident to the office
of President and such other duties as may be prescribed by the stockholders, the
Board of Directors, or the Executive Committee from time to time.

     SECTION 6.08  Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09  Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10  Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

     SECTION 6.11  Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the

                                        8



Executive Committee. The Assistant Secretaries and Assistant Treasurers shall,
in the absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but such
delegation shall not relieve the absent officer from the responsibilities and
liabilities of his office. The Assistant Secretaries may sign, with the
President or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.

                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01  Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02  Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01  Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class of stock; provided that, except as otherwise provided by statute, in lieu
of the foregoing requirements there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish to each stockholder who
so requests the

                                        9



designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and rights. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the case of a
lost, stolen, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

     SECTION 8.02  Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03  Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04  Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the corporation's capital
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01  Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

     SECTION 9.02  Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to

                                       10



meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interest of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

                                    ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01 Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02 Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

     SECTION 10.03 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any

                                       11



claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     SECTION 10.04 Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07 Definitions. For purposes of this Article X:

          (a)  "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Article
X with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued;

          (b)  "other enterprises" shall include employee benefit plans;

          (c)  "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan;

          (d)  "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation that
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and

                                       12



          (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article X.

     SECTION 10.08 Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02 Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                   ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13



                                                                     Exhibit 3.9

                           AMENDED AND RESTATED BYLAWS

                                       OF

                              GLOBE.COM LINES, INC.

                         Adopted as of October 10, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01  Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.

     SECTION 1.02  Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01  Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02  Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03  Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04  Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors and shall be called by the
President or the Secretary at the request in writing of stockholders



owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. The Chairman of the Board or the
President of the corporation or directors so calling, or the stockholders so
requesting, any such meeting shall fix the time and any place, either within or
without the State of Delaware, as the place for holding such meeting.

     SECTION 2.05  Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06  Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07  Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08  Consent of Stockholders. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate action by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting

                                        2



were held shall consent in writing to such corporate action being taken; or on
the written consent of the holders of shares of the corporation's capital stock
having not less than the minimum percentage of the vote required by statute for
the proposed corporate action, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing. Consents of stockholders
may also be given by telegram, cablegram or other electronic transmission in
accordance with and subject to the provisions of Section 228 of the General
Corporation Law of Delaware.

     SECTION 2.09  Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10  Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11  Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of stockholders, nor more than 60 days preceding the date
for payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change, or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment thereof, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01  Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02  Number, Election and Term. The number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time as
determined by resolution of the Board adopted by a majority of the whole Board,
but shall consist of not less than one (1) member. The number of directors of
the whole Board shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.03, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Delaware or stockholders of
the corporation.

     SECTION 3.03  Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04  Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Delaware, without other notice than such resolution.

     SECTION 3.05  Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Delaware, as the place for holding such
meeting.

     SECTION 3.06  Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any

                                        4



special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting, except that notice shall be given of any
proposed amendment to the bylaws if it is to be adopted at any special meeting
or with respect to any other matter where notice is required by statute.

     SECTION 3.07  Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08  Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09  Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01  Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of such committee. In the absence or

                                        5



disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
and such limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.

     SECTION 4.02  Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03  Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

                                    ARTICLE V

                                     NOTICE

     SECTION 5.01  Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission as that term is defined in Section 232 of the General
Corporation Law of Delaware.

     SECTION 5.02  Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01  Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, and a Secretary.
The Board of Directors may appoint such other officers and agents, including a
Chairman of the Board, a Treasurer, Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, in each case as the Board of Directors
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and

                                        6



perform such duties as shall be determined by the Board. Any two or more offices
may be held by the same person. The Chairman of the Board, if one is elected,
shall be elected from among the directors. With the foregoing exceptions, none
of the other officers need be a director, and none of the officers need be a
stockholder of the corporation.

     SECTION 6.02  Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03  Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04  Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05  Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06  Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07  President. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board (if one is elected), the President
shall preside at all meetings of the Board of Directors and of the stockholders.
He may also preside at any such meeting attended by the Chairman if he is so
designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of Directors and the
Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or any other officer
of the corporation thereunto authorized by the Board of Directors, certificates
for shares of the corporation and any deeds, bonds, mortgages, contracts,
checks, notes, drafts, or other instruments that the Board of Directors has
authorized to be executed, except in cases

                                        7



where the signing and execution thereof has been expressly delegated by these
bylaws or by the Board of Directors to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. He shall
vote, or give a proxy to any other officer of the corporation to vote, all
shares of stock of any other corporation standing in the name of the corporation
and in general he shall perform all other duties normally incident to the office
of President and such other duties as may be prescribed by the stockholders, the
Board of Directors, or the Executive Committee from time to time.

     SECTION 6.08  Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09  Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10  Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

     SECTION 6.11  Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the

                                        8



Executive Committee. The Assistant Secretaries and Assistant Treasurers shall,
in the absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but such
delegation shall not relieve the absent officer from the responsibilities and
liabilities of his office. The Assistant Secretaries may sign, with the
President or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.

                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01  Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02  Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01  Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class of stock; provided that, except as otherwise provided by statute, in lieu
of the foregoing requirements there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish to each stockholder who
so requests the

                                        9



designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and rights. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the case of a
lost, stolen, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

     SECTION 8.02  Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03  Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04  Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the corporation's capital
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01  Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

     SECTION 9.02  Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to

                                       10



meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interest of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

                                    ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01 Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02 Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

     SECTION 10.03 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any

                                       11



claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     SECTION 10.04 Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07 Definitions. For purposes of this Article X:

          (a)  "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Article
X with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued;

          (b)  "other enterprises" shall include employee benefit plans;

          (c)  "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan;

          (d)  "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation that
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and

                                       12



          (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article X.

     SECTION 10.08 Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02 Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                   ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13



                                                                    Exhibit 3.11

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        YELLOW RELOCATION SERVICES, INC.

                         Adopted as of November 14, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01  Registered Office. The registered office of the corporation
in the State of Kansas shall be in the City of Topeka, County of Shawnee, and
the name of its registered agent shall be The Corporation Company, Inc.

     SECTION 1.02  Other Offices. The corporation may also have offices at
such other places both within and without the State of Kansas as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01  Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Kansas, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02  Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03  Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04  Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors



and shall be called by the President or the Secretary at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. The Chairman of the Board
or the President of the corporation or directors so calling, or the stockholders
so requesting, any such meeting shall fix the time and any place, either within
or without the State of Kansas, as the place for holding such meeting.

     SECTION 2.05  Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06  Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07  Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08  Consent of Stockholders. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate

                                        2



action by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or on the written consent of the holders of shares
of the corporation's capital stock having not less than the minimum percentage
of the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all stockholders of the taking of corporate
action without a meeting and by less than unanimous written consent. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Consents of stockholders may also be given by telegram, cablegram or
other electronic transmission in accordance with and subject to the provisions
of Section 17-6518 of the Kansas General Corporation Code.

     SECTION 2.09  Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10  Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11  Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of stockholders, nor more than 60 days preceding the date
for payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change, or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment thereof, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01  Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02  Number, Election and Term. The number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time as
determined by resolution of the Board adopted by a majority of the whole Board,
but shall consist of not less than one (1) member. The number of directors of
the whole Board shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.03, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Kansas or stockholders of the
corporation.

     SECTION 3.03  Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04  Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Kansas, without other notice than such resolution.

     SECTION 3.05  Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Kansas, as the place for holding such
meeting.

     SECTION 3.06  Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not

                                        4



lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the bylaws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required by
statute.

     SECTION 3.07  Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08  Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09  Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01  Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors

                                        5



may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such committee.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by resolution adopted by the Board of
Directors.

     SECTION 4.02  Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03  Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

                                    ARTICLE V

                                     NOTICE

     SECTION 5.01  Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission.

     SECTION 5.02  Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01  Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, a Secretary and a
Treasurer. The Board of Directors may appoint such other officers and agents,
including a Chairman of the Board, Assistant Vice Presidents,

                                        6



Assistant Secretaries, and Assistant Treasurers, in each case as the Board of
Directors shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined by the
Board. Any two or more offices may be held by the same person. The Chairman of
the Board, if one is elected, shall be elected from among the directors. With
the foregoing exceptions, none of the other officers need be a director, and
none of the officers need be a stockholder of the corporation.

     SECTION 6.02  Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03  Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04  Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05  Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06  Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07  President. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board (if one is elected), the President
shall preside at all meetings of the Board of Directors and of the stockholders.
He may also preside at any such meeting attended by the Chairman if he is so
designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of Directors and the
Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or

                                        7



any other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts, or other instruments that the Board
of Directors has authorized to be executed, except in cases where the signing
and execution thereof has been expressly delegated by these bylaws or by the
Board of Directors to some other officer or agent of the corporation, or shall
be required by law to be otherwise executed. He shall vote, or give a proxy to
any other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties normally incident to the office of President and such
other duties as may be prescribed by the stockholders, the Board of Directors,
or the Executive Committee from time to time.

     SECTION 6.08  Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09  Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10  Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

                                        8



     SECTION 6.11  Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the Executive Committee. The Assistant
Secretaries and Assistant Treasurers shall, in the absence of the Secretary or
Treasurer, respectively, perform all functions and duties which such absent
officers may delegate, but such delegation shall not relieve the absent officer
from the responsibilities and liabilities of his office. The Assistant
Secretaries may sign, with the President or a Vice President, certificates for
shares of the corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine.

                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01  Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02  Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01  Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class of stock; provided that, except as otherwise provided by statute, in lieu
of the foregoing requirements there may be set forth on the face or back of the
certificate which the

                                        9



corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and rights. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the case of a
lost, stolen, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

     SECTION 8.02  Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03  Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04  Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the corporation's capital
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Kansas.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01  Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

                                       10



     SECTION 9.02  Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                    ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01 Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02 Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

                                       11



     SECTION 10.03 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     SECTION 10.04 Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07 Definitions. For purposes of this Article X:

          (a)  "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Article
X with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued;

          (b)  "other enterprises" shall include employee benefit plans;

          (c)  "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan;

          (d)  "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation that
imposes duties on, or

                                       12



involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and

          (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article X.

     SECTION 10.08 Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Kansas." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02 Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Kansas at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                   ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13



                                                                    Exhibit 3.13

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             MISSION SUPPLY COMPANY

                         Adopted as of October 10, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01  Registered Office. The registered office of the corporation
in the State of Kansas shall be in the City of Topeka, County of Shawnee, and
the name of its registered agent shall be The Corporation Company, Inc.

     SECTION 1.02  Other Offices. The corporation may also have offices at such
other places both within and without the State of Kansas as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01  Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Kansas, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02  Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03  Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04  Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors



and shall be called by the President or the Secretary at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. The Chairman of the Board
or the President of the corporation or directors so calling, or the stockholders
so requesting, any such meeting shall fix the time and any place, either within
or without the State of Kansas, as the place for holding such meeting.

     SECTION 2.05  Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06  Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07  Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08  Consent of Stockholders. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate

                                        2



action by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or on the written consent of the holders of shares
of the corporation's capital stock having not less than the minimum percentage
of the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all stockholders of the taking of corporate
action without a meeting and by less than unanimous written consent. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Consents of stockholders may also be given by telegram, cablegram or
other electronic transmission in accordance with and subject to the provisions
of Section 17-6518 of the Kansas General Corporation Code.

     SECTION 2.09  Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10  Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11  Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of stockholders, nor more than 60 days preceding the date
for payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change, or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment thereof, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01  Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02  Number, Election and Term. The number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time as
determined by resolution of the Board adopted by a majority of the whole Board,
but shall consist of not less than one (1) member. The number of directors of
the whole Board shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.03, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Kansas or stockholders of the
corporation.

     SECTION 3.03  Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04  Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Kansas, without other notice than such resolution.

     SECTION 3.05  Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Kansas, as the place for holding such
meeting.

     SECTION 3.06  Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not

                                        4



lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the bylaws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required by
statute.

     SECTION 3.07  Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08  Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09  Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01  Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors

                                        5



may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such committee.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by resolution adopted by the Board of
Directors.

     SECTION 4.02  Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03  Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

                                    ARTICLE V

                                     NOTICE

     SECTION 5.01  Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission.

     SECTION 5.02  Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01  Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, a Secretary and a
Treasurer. The Board of Directors may appoint such other officers and agents,
including a Chairman of the Board, Assistant Vice Presidents,

                                        6



Assistant Secretaries, and Assistant Treasurers, in each case as the Board of
Directors shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined by the
Board. Any two or more offices may be held by the same person. The Chairman of
the Board, if one is elected, shall be elected from among the directors. With
the foregoing exceptions, none of the other officers need be a director, and
none of the officers need be a stockholder of the corporation.

     SECTION 6.02  Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03  Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04  Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05  Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06  Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07  President. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board (if one is elected), the President
shall preside at all meetings of the Board of Directors and of the stockholders.
He may also preside at any such meeting attended by the Chairman if he is so
designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of Directors and the
Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or

                                        7



any other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts, or other instruments that the Board
of Directors has authorized to be executed, except in cases where the signing
and execution thereof has been expressly delegated by these bylaws or by the
Board of Directors to some other officer or agent of the corporation, or shall
be required by law to be otherwise executed. He shall vote, or give a proxy to
any other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties normally incident to the office of President and such
other duties as may be prescribed by the stockholders, the Board of Directors,
or the Executive Committee from time to time.

     SECTION 6.08  Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09  Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10  Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

                                        8



     SECTION 6.11  Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the Executive Committee. The Assistant
Secretaries and Assistant Treasurers shall, in the absence of the Secretary or
Treasurer, respectively, perform all functions and duties which such absent
officers may delegate, but such delegation shall not relieve the absent officer
from the responsibilities and liabilities of his office. The Assistant
Secretaries may sign, with the President or a Vice President, certificates for
shares of the corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine.

                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01  Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02  Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01  Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the

                                        9



corporation shall issue to represent such class of stock; provided that, except
as otherwise provided by statute, in lieu of the foregoing requirements there
may be set forth on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock, a statement that the
corporation will furnish to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and rights. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in the case of a lost, stolen, destroyed,
or mutilated certificate a new one may be issued therefor upon such terms and
with such indemnity, if any, to the corporation as the Board of Directors may
prescribe. Certificates shall not be issued representing fractional shares of
stock.

     SECTION 8.02  Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03  Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04  Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the corporation's capital
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Kansas.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01  Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

                                       10



     SECTION 9.02  Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                    ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01 Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02 Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

                                       11



     SECTION 10.03 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     SECTION 10.04 Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07 Definitions. For purposes of this Article X:

          (a)  "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Article
X with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued;

          (b)  "other enterprises" shall include employee benefit plans;

          (c)  "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan;

          (d)  "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation that
imposes duties on, or

                                       12



involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and

          (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article X.

     SECTION 10.08 Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Kansas." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02 Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Kansas at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                   ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13



                                                                EXHIBIT NO. 3.14

     RESTATEMENT OF ARTICLES OF INCORPORATION       ----------------------------
     State Form 42152 (R / 3-88)                        Secretary of State
     Provided by Evan Bayh, Secretary of State             State House
     of Indiana                                        Corporations Division
Present Original and One Copy.  Use 8 1/2" x 11"             Room 155
     paper for inserts.                                Indianapolis, IN 46204
FILING FEE: $30.00                                         (317) 232-6576
Indiana Code 23-1-38-7                              ----------------------------

- --------------------------------------------------------------------------------
                                 RESTATEMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                           YELLOW FREIGHT SYSTEM, INC.
- --------------------------------------------------------------------------------
                              (Name of Corporation)

     The above corporation (hereinafter referred to as the "Corporation")
     existing pursuant to the Indiana Business Corporation Law, desiring to give
     notice of corporate action effectuating the restatement of its Articles of
     Incorporation, sets forth the following:

- --------------------------------------------------------------------------------
                             ARTICLE I - RESTATEMENT
- --------------------------------------------------------------------------------
SECTION I: The date of incorporation of the Corporation
               December 22, 1950
- --------------------------------------------------------------------------------

SECTION II: The name of the Corporation following this restatement:
               YELLOW FREIGHT SYSTEM, INC.
- --------------------------------------------------------------------------------

SECTION III: The exact text of the Restatement Articles of Incorporation is
             attached as "Exhibit A".

- --------------------------------------------------------------------------------
     ARTICLE II - MANNER OF ADOPTION AND VOTE (Strike inapplicable section)
- --------------------------------------------------------------------------------

SECTION I: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
           xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
- --------------------------------------------------------------------------------
SECTION II: The restatement contains an amendment requiring shareholder approval
            and the vote is set forth below:

     VOTE OF SHAREHOLDERS
     The designation (i.e. common, preferred and any classification where
     different classes of stock exists), number of outstanding shares, number of
     votes entitled to vote separately on the amendment and the number of votes
     of each voting group represented at the meeting is set forth as follows:

- --------------------------------------------------------------------------------
                                                        TOTAL    A     B     C
- --------------------------------------------------------------------------------

DESIGNATION OF EACH VOTING GROUP                       Common
- --------------------------------------------------------------------------------

NUMBER OF OUTSTANDING SHARES                             100
- --------------------------------------------------------------------------------

NUMBER OF VOTES ENTITLED TO BE CAST                      100
- --------------------------------------------------------------------------------

NUMBER OF VOTES REPRESENTED AT THE MEETING               100
- --------------------------------------------------------------------------------

SHARES VOTED IN FAVOR                                    100
- --------------------------------------------------------------------------------

SHARES VOTED AGAINST                                       0
- --------------------------------------------------------------------------------

     In Witness Whereof, the undersigned being the Secretary of said Corporation
                                                    (title)
     executes this Restatement of Articles of Incorporation and verifies,
     subject to penalties of perjury, that the statements contained herein are
     true, this 28th day of December, 1992.

- --------------------------------------------------------------------------------
Signature                                       Printed Name


     /s/ DANIEL L. HORNBECK                          Daniel L. Hornbeck
     ------------------------

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



                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           YELLOW FREIGHT SYSTEM, INC.

                                    ARTICLE I
                                      NAME

     The name of the Corporation is Yellow Freight System, Inc.

                                   ARTICLE II
                                     PURPOSE

     The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the Indiana
Business Corporation Law.

                                   ARTICLE III
                                TERM OF EXISTENCE

     The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV
                           REGISTERED OFFICE AND AGENT

     The street address of the Corporation's registered office in Indiana and
the name of its registered agent at that office is The Prentice Hall Corporation
System, Inc., Circle Tower, Indianapolis, Indiana 46204.

                                    ARTICLE V
                                     SHARES

     Section A. Number of Authorized Shares. The Corporation is authorized to
issue 1,000 Common Shares.

     Section B. Rights. The class of Common Shares is hereby authorized
unlimited voting rights and is entitled to receive the net assets of the
Corporation upon dissolution.



                                   ARTICLE VI
                                    DIRECTORS

     Section A. Names and Addresses. The names and post office addresses of the
members of the Board of Directors are as follows:

Name                   Post Office Address
- ----                   -------------------
George E. Powell III   10990 Roe Avenue, Overland Park, KS  66207
M. Reid Armstrong      10990 Roe Avenue, Overland Park, KS  66207
Robert L. Bostick      10990 Roe Avenue, Overland Park, KS  66207
Robert W. Burdick      10990 Roe Avenue, Overland Park, KS  66207
Philip D. Parkey       10990 Roe Avenue, Overland Park, KS  66207
Gail A. Parris         10990 Roe Avenue, Overland Park, KS  66207
Donald T. Roberson     10990 Roe Avenue, Overland Park, KS  66207

     Section B. Removal. Any director may be removed, either with or without
cause, at any meeting of the shareholders by the affirmative vote of a majority
in number of shares of the shareholders of record present, in person or by
proxy, and entitled to vote for the election of directors, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting.



                               ARTICLES OF MERGER

                                       OF

                              OVERLAND ENERGY, INC.
                              (a Texas corporation)

                                      INTO

                           YELLOW FREIGHT SYSTEM, INC.
                            (an Indiana corporation)

     In compliance with the requirements of the Indiana Business Corporation Law
(hereinafter, the "Law") and of the Texas Business Corporation Act (hereinafter,
the "Act"), the undersigned corporations, desiring to effect a merger, hereby
certify that:

                                    ARTICLE I
                              SURVIVING CORPORATION

     A. The name of the corporation surviving the merger is Yellow Freight
System, Inc., which is the parent corporation of the merging corporation, and
such name has not been changed as a result of the merger.

     B. The surviving corporation is a domestic (Indiana) corporation existing
pursuant to the provisions of Law.

                                   ARTICLE II
                               MERGING CORPORATION

     The name of the corporation merging into the surviving corporation is
Overland Energy, Inc., which is a wholly owned subsidiary of the surviving
corporation. The merging corporation is a Texas Corporation existing pursuant to
the provisions of the Act.

                                  ARTICLE III
                              AGREEMENT OF MERGER

     The Agreement and Plan of Merger, containing such information as required
by I.C.23-1-40-1 and Section 5.16 of the Act is set forth in "Exhibit A,"
attached hereto and made a part hereof.

                                      -1-



                                   ARTICLE IV
                           MANNER OF ADOPTION AND VOTE

     The manner of adoption and vote by which the Agreement and Plan of Merger
was approved by the Indiana corporation party to the merger is as follows:

     Action by Indiana Surviving Corporation, Yellow Freight System, Inc.

     1. Action by Directors. The Board of Directors of the above-named Indiana
domestic corporation, by resolution duly adopted effective June 30, 1994, by
unanimous written consent pursuant to the provisions of I.C. 23-1-34-2 (copy
attached as "Exhibit B"), approved the Agreement and Plan of Merger.

     2. Action by Shareholders. Pursuant to I.C. 23-1-40-3(g), action by the
shareholders of the surviving corporation is not required.

     3. Compliance with Legal Requirements. The manner of the adoption of the
Agreement and Plan of Merger, and the vote by which it was adopted, constitute
full legal compliance with the provisions of the Act, the Articles of
Incorporation, and the bylaws of the above-named Indiana domestic corporation.

     4. The address of the registered agent of the surviving corporation in
Indiana is:

                   The Prentice-Hall Corporation System, Inc.
                                  Circle Tower
                           Indianapolis, Indiana 46204

                                    ARTICLE V
            REPRESENTATIONS BY TEXAS CORPORATION PARTY TO THE MERGER

     A. The Agreement and Plan of Merger was not required to be adopted or
approved by the merging Texas corporation, Overland Energy, Inc., pursuant to
the laws of the State of Texas, its state of domicile.

     B. Action by Shareholders. By written consent, executed on June 20, 1994,
signed by the holder of the 50,000 outstanding shares of the common stock of the
Merging Corporation, Overland Energy, Inc., being all of the shares outstanding
and all of the shares entitled to vote in

                                      -2-



respect of the Agreement and Plan of Merger, the sole shareholder, Yellow
Freight System, Inc., authorized and approved adoption of the Agreement and Plan
of Merger.

                                   ARTICLE VI
                                 EFFECTIVE DATE

     The merger shall become effective at 12:01 a.m. on the later of (a) June
30, 1994, or (b) the day on which the later of the filings of the Articles of
Merger with the Secretary of State of Texas and with the Secretary of State of
Indiana is made.

     IN WITNESS WHEREOF, each undersigned corporation has caused these Articles
of Merger to be signed by a duly authorized officer, duly attested by another
such officer, acting for and on behalf of such corporation; and each of such
corporations certifies to the trust of the facts and acts relating to it and the
action taken by its Board of Directors and shareholders.

     Dated this 20th day of June, 1994.

ATTEST:                                   YELLOW FREIGHT SYSTEM, INC.
                                          (Surviving Corporation)


/s/ RONALD E. SANDHAUS                    /s/ DANIEL L. HORNBECK
- ----------------------------              --------------------------------------
Name: Ronald E. Sandhaus                  Name: Daniel L. Hornbeck
Title: Assistant Secretary                Title: Secretary

                                      -3-



State of Kansas     )
                    ) ss.
County of Johnson   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the above-captioned state, hereby
certify that the above-signed officers of the above-named corporation personally
appeared before me; acknowledged their execution of the foregoing Articles of
Merger; and swore or attested to the facts therein stated.

     WITNESS my hand and Notarial Seal this 20th day of June, 1994.


                                          /s/ WILLA G. CLINE
                                          --------------------------------------
                                          Name: Willa G. Cline

My commission expires: 3/24/95

                                      -4-



ATTEST:                                   OVERLAND ENERGY, INC.
                                          (Merging Corporation)


/s/ DANIEL L. HORNBECK                    /s/ GAIL A. PARRIS
- ---------------------------------------   --------------------------------------
Name: Daniel L. Hornbeck                  Name: Gail A. Parris
Title: Secretary                          Title: Sr. Vice President

State of Kansas     )
                    ) ss.
County of Johnson   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the above-captioned state, hereby
certify that the above-signed officers of the above-named corporation personally
appeared before me; acknowledged their execution of the foregoing Articles of
Merger; and swore or attested to the facts therein stated.

     WITNESS my hand and Notarial Seal this 20th day of June, 1994.


                                          /s/ WILLA G. CLINE
                                          --------------------------------------
                                          Name: Willa G. Cline

My commission expires: 3/24/95

This instrument was prepared by Daniel L. Hornbeck, Attorney, 10990 Roe Avenue,
Overland Park, Kansas 66207.

                                      -5-



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger dated June 20, 1994 by and between
Overland Energy, Inc. and Yellow Freight System, Inc.,

                              W I T N E S S E T H :

     In consideration of the premises and the mutual covenants and agreements
herein contained, and for the purpose of setting forth the terms and conditions
of said merger, the mode of carrying the same into effect, the manner and basis
of converting the shares of the Merging Corporation into shares of the Surviving
Corporation and such other details and provisions as are deemed necessary or
desirable, the parties hereto have agreed and do hereby agree as follows:

     1. The name of the corporation proposing to merge is:

     Overland Energy, Inc., a Texas corporation (hereinafter, "Merging
Corporation"), which is a wholly owned subsidiary of Yellow Freight System, Inc.

     2. The name of the corporation into which the Merging Corporation proposes
to merge is:

     Yellow Freight System, Inc., an Indiana corporation (hereinafter,
"Surviving Corporation"), which is the parent corporation and sole shareholder
of the Merging Corporation.

     3. The terms and conditions of the proposed merger and the mode of carrying
the same into effect are:

     At the Effective Date, as hereinafter defined, Overland Energy, Inc., the
Merging Corporation, shall be merged into Yellow Freight System, Inc., the
Surviving Corporation, and the terms, provisions and conditions of such merger
and the mode of carrying the same into effect are:

     FIRST: The Merger. The Surviving Corporation, an Indiana corporation,
merges into itself the Merging Corporation, a Texas corporation, and the Merging
Corporation shall be and is hereby merged into the Surviving Corporation,
pursuant to and in accordance with all applicable provisions of the Indiana
Business Corporation Law, as amended, and of the Texas Business Corporation Act,
as amended.

     SECOND: Results of Merger: In accordance with the laws aforesaid the
merging corporations shall be a single corporation which shall be the Surviving
Corporation and the separate existence of the Merging Corporation shall cease
(except insofar as it may be continued by statute). The Surviving Corporation
has all the rights, privileges, immunities and powers and is subject to all the
duties and liabilities of a corporation organized under the aforesaid Indiana
law; and such Surviving Corporation shall thereupon and thereafter possess all
the rights, privileges, immunities and franchises, as well of a public as of a
private nature, of each of the constituent corporations; and all property, real,
personal and mixed, and all debts due on whatever account, including
subscriptions to shares (if any) and all other chooses in action, and all and
every other interest, of or belonging to or due to each of the corporations so
merged shall

                                      -1-



be taken and deemed to be those of and vested in such single corporation without
further act or deed, and the title to any real estate or any interest therein,
vested in either of such corporations shall not revert be in any way impaired by
reason of such merger.

     THIRD: Liabilities: The Surviving Corporation shall thereforth upon the
merger be responsible and liable for all of the liabilities and obligations of
each of the corporations so merged, and any claim existing or action or
proceeding pending by or against either of such corporations may be prosecuted
to judgment as if such merger or consolidation had not taken place, or such
Surviving Corporation may be substituted in its place; neither the rights of
creditors nor any liens upon the property of either corporation shall be
impaired by such merger.

     FOURTH: Effective Date of Merger: The merger shall become effective at
12:01 a.m. on the later of (a) June 30, 1994, or (b) the day on which the later
of the filings of the Articles of Merger with the Secretary of State of Texas
and the Secretary of State of Indiana is made.

     4. The manner and basis of converting the shares of the Merging Corporation
into shares, obligations or other securities of the Surviving Corporation are as
follows:

     (a) Each share of capital stock, $1.00 par value, of the Surviving
Corporation, outstanding on the effective date of the merger, being a total of
100 shares, shall remain outstanding as the capital stock of the Surviving
Corporation.

     (b) On the effective date of the merger, each share of the common stock,
$1.00 par value, of the Merging Corporation, outstanding on the effective date
of the merger, being a total of 50,000 shares, shall be surrendered to the
Surviving Corporation, Yellow Freight System, Inc., and canceled.

     (c) There are no dissenting shareholders of either corporation.

     5. Such other provisions with respect to the proposed merger as are deemed
necessary or desirable follow:

     (a) Articles of Incorporation and Bylaws. On the Effective Date of the
merger, the Articles of Incorporation and Bylaws of Yellow Freight System, Inc.
shall continue as the Articles of Incorporation and Bylaws of the Surviving
Corporation.

     (b) Abandonment of Merger. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement and Plan of Merger may be terminated and
abandoned at any time before it becomes effective by the Board of Directors of
the Surviving Corporation, in which event this Resolution and Plan of Merger
shall become wholly void and of no effect and there shall be no liability on the
part of either of the corporations' parties hereto or of their respective
Directors or Stockholders.

     (c) Amendment. This Agreement and Plan of Merger may be amended at any time
prior to the Effective date by the Boards of Directors of the constituent
corporations.

     (d) Further Instruments. The appropriate officers of each of the Merging
Corporations are authorized to execute on behalf of the Merging Corporations any
and all documents appropriate to the accomplishment of, or required to be done
to accomplish, the Merger under this Agreement and Plan, and to take all steps
and do all things for and in behalf of the corporations' parties hereto as are
required by or appropriate under the laws of the states of

                                      -2-



Indiana and Texas to accomplish such merger; and from time to time, as and when
requested by the Surviving Corporation or by its successors or assigns, the
Merging Corporation or its officers or directors, as is appropriate and proper,
will execute and deliver, or cause to be executed and delivered, all such deeds
and other instruments, and will take or cause to be taken such other and further
action as the Surviving Corporation may deem necessary or desirable in order to
confirm the vesting in and confirm to the Surviving Corporation title and
possession of all of its property, rights, privileges, powers and franchises and
otherwise to carry out the intent and purposes of this Agreement and Plan of
Merger.

     (e) Governing Law. This agreement shall be governed by, and constructed in
accordance with, the laws of the State of Indiana.

     (f) Consent to Service of Process: Pursuant to Section 5.16B(4) of the
Texas Business Corporation Act, the Surviving Corporation hereby agrees that it
may be served with process in the State of Texas in any proceeding for
enforcement of any obligation of the Merging Corporation, as well as for
enforcement of any obligation of the Surviving Corporation arising from the
merger or consolidation, including any suit or other proceeding to enforce the
right of any stockholder, and irrevocably appoints the Secretary of State of
Texas as its agent to accept service of process in any such suit or other
proceedings. A copy of such process should be sent by the Secretary of State to
Daniel L. Hornbeck, Secretary, Yellow Freight System, Inc., P. O. Box 7270,
Overland Park, Kansas 66207.

     (g) The sole shareholder of the subsidiary has waived in writing the
requirement that it be mailed a copy of the plan of merger.

                                  CERTIFICATION

     I, Daniel L. Hornbeck, Secretary of Yellow Freight System, Inc., a
corporation organized and existing under the laws of the State of Indiana,
hereby certify, as such Secretary, and under the seal of the corporation, that
the foregoing Agreement and Plan of Merger was duly approved by the Board of
Directors of this corporation by unanimous written consent in lieu of meeting
pursuant to Section 23-1-34-3 of the Indiana Business Corporation Law, effective
June 20, 1994. I hereby further certify that no shareholder vote is required to
approve the merger and that the adoption of the Agreement and Plan of Merger and
the vote by which it was adopted constitute full legal compliance with the
provisions of the Indiana Business Corporation Law and with the Articles of
Incorporation and the Bylaws of the constituent corporations.

     Witness my hand and seal of said Yellow Freight System, Inc. on this 20th
day of June, 1994.


                                        /s/ DANIEL L. HORNBECK
                                        ----------------------------------------
                                        Daniel L. Hornbeck
                                        Secretary

                                      -3-



                                  CERTIFICATION

     I, Daniel L. Hornbeck, Secretary of Overland Energy, Inc., a corporation
organized and existing under the laws of the State of Texas, hereby certify, as
such Secretary, and under the seal of the corporation, that the foregoing
Agreement and Plan of Merger was duly approved by the Board of Directors of this
corporation by unanimous written consent in lieu of meeting pursuant to Section
9:10 of the Texas Business Corporation Act, effective June 20, 1994. I hereby
further certify that the Agreement and Plan of Merger was duly adopted by the
unanimous written consent of the sole shareholder on June 20, 1994 and that the
adoption of the Agreement and Plan of Merger and the vote by which it was
adopted constitute full legal compliance with the provisions of the Texas
Business Corporation Act and with the Articles of Incorporation and the Bylaws
of Overland Energy, Inc.

     Witness my hand and seal of said Overland Energy, Inc. on this 20th day of
June, 1994.


                                        /s/ DANIEL L. HORNBECK
                                        ----------------------------------------
                                        Daniel L. Hornbeck
                                        Secretary

                                      -4-



                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

                           YELLOW FREIGHT SYSTEM, INC.

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is June 09, 1998.

                              In Witness Whereof, I have hereunto set my hand
                              and affixed the seal of the State of Indiana, at
                              the City of Indianapolis, this Ninth day of June,
                              1998.

                                                                  --------------
                                                                      Deputy



                                                --------------------------------
     ARTICLES OF AMENDMENT OF THE               SUE ANNE GILROY
     ARTICLES OF INCORPORATION                  SECRETARY OF STATE
     State Form 38333 (R8 / 12-96)              CORPORATIONS DIVISION
     Approved by State Board of Accounts 1995   302 W. Washington St., Rm. E018
                                                Indianapolis, IN 46204
                                                Telephone: (317) 232-6576
                                                --------------------------------

INSTRUCTIONS: Use 8 1/2" x 11" white paper      Indiana Code 23-1-38-1 et seq
              for inserts.
              Present original and two copies   Filing Fee: $30.00
              to address in upper right hand
              corner of this
              Please TYPE or PRINT.

- --------------------------------------------------------------------------------
                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:
- --------------------------------------------------------------------------------
Name of Corporation                     Date of incorporation
     YELLOW FREIGHT SYSTEM, INC.             12/22/50
- --------------------------------------------------------------------------------
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
(indicate appropriate act)

     [X] Indiana Business Corporation   [ ] Indiana Professional Corporation Act
         Law                                of 1983

     as amended (hereinafter referred to as the "Act"), desiring to give notice
     of corporate action effectuating amendment of certain provisions of its
     Articles of Incorporation, certify the following facts:

- --------------------------------------------------------------------------------
                             ARTICLE I Amendment(s)
- --------------------------------------------------------------------------------

The exact text of Article(s) V of the Articles

     (NOTE: If amending the name of corporation, write Article "I" in space
     above and write "The name of the Corporation is                  ," below.)
                                                     -----------------

                                    ARTICLE V
                                     SHARES

     Section A. Number of Authorized Shares. The Corporation is authorized to
     issue 1,000 Common Shares with a par value of one dollar ($1) per share.

     Section B. Rights. The class of Common Shares is hereby authorized
     unlimited voting rights and is entitled to receive the net assets of the
     Corporation upon dissolution.

- --------------------------------------------------------------------------------
                                   ARTICLE II
- --------------------------------------------------------------------------------
Date of each amendment's adoption:

     June 1, 1998
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
                     ARTICLE III Manner of Adoption and Vote
- --------------------------------------------------------------------------------
Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change requires
shareholder approval, Section 2 must be marked and either A or B completed.
- --------------------------------------------------------------------------------
[ ]  SECTION 1 This amendment was adopted by the Board of Directors or
               incorporators and shareholder action was not required.
- --------------------------------------------------------------------------------
[X]  SECTION 2 The shareholders of the Corporation entitled to vote in
               respect to the amendment adopted the proposed amendment. The
               amendment was adopted by: (Shareholder approval may be by
               either A or B.)

               A. Vote of such shareholders during a meeting called by the Board
               of Directors. The result of such vote is as follows:

               ---------------------------------------------------
                     Shares entitled to vote.
               ---------------------------------------------------
                     Number of shares represented at the meeting.
               ---------------------------------------------------
                     Shares voted in favor.
               ---------------------------------------------------
                     Share voted against.
               ---------------------------------------------------

               B. Unanimous written consent executed on June 1, 1998 and
               signed by all shareholders entitled to vote.

- --------------------------------------------------------------------------------
                  ARTICLE IV Compliance with Legal Requirements
- --------------------------------------------------------------------------------

     The manner of the adoption of the Articles of Amendment and the vote by
     which they were adopted constitute full legal compliance with the
     provisions of the Act, the Articles of Incorporation, and the By-Laws of
     the Corporation.

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

     I hereby verify, subject to the penalties of perjury, that the statements
     contained herein are true, this 1st day of June, 1998.

- --------------------------------------------------------------------------------
Signature of current officer or         Printed name of officer or chairman of
chairman of the board                   the board


     /s/ DANIEL L. HORNBECK                  Daniel L. Hornbeck
     -----------------------

- --------------------------------------------------------------------------------
Signature's title

     Secretary

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



                                State of Indiana
                        Office of the Secretary of State

                            CERTIFICATE OF AMENDMENT

                                       of

                           YELLOW FREIGHT SYSTEM, INC.

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles
of Amendment of the above For-Profit Domestic Corporation have been presented to
me at my office, accompanied by the fees prescribed by law and that the
documentation presented conforms to law as prescribed by the provisions of the
Indiana Business Corporation Law.

The name following said transaction will be:

                           YELLOW TRANSPORTATION, INC.

NOW, THEREFORE, with this document I certify that said transaction will become
effective Friday, January 25, 2002.

                                        In Witness Whereof, I have caused to be
                                        affixed my signature and the seal of the
                                        State of Indiana, at the City of
                                        Indianapolis, January 25, 2002.


                                        /s/ SUE ANNE GILROY
                                        ----------------------------------------
                                        SUE ANNE GILROY,
                                        SECRETARY OF STATE



                                                --------------------------------
     ARTICLES OF AMENDMENT OF THE               SUE ANNE GILROY
     ARTICLES OF INCORPORATION                  SECRETARY OF STATE
     State Form 38333 (R8 / 12-96)              CORPORATIONS DIVISION
     Approved by State Board of                 302 W. Washington St., Rm. E018
     Accounts 1995                              Indianapolis, IN 46204
                                                Telephone: (317) 232-6576
                                                --------------------------------

INSTRUCTIONS: Use 8 1/2" x 11" white            Indiana Code 23-1-38-1 et seq.
              paper for inserts.
              Present original and two copies
              to address in upper right hand
              corner of this
              Please TYPE or PRINT.             Filing Fee: $30.00

- --------------------------------------------------------------------------------
                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:
- --------------------------------------------------------------------------------
Name of Corporation                     Date of incorporation
     YELLOW FREIGHT SYSTEM, INC.             12/22/50
- --------------------------------------------------------------------------------
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)

     [X] Indiana Business Corporation   [ ] Indiana Professional Corporation Act
         Law                                of 1983

     as amended (hereinafter referred to as the "Act"), desiring to give notice
     of corporate action effectuating amendment of certain provisions of its
     Articles of Incorporation, certify the following facts:

- --------------------------------------------------------------------------------
                             ARTICLE I Amendment(s)
- --------------------------------------------------------------------------------

The exact text of Article(s) I of the Articles

     (NOTE: If amending the name of corporation, write Article "I" in space
     above and write "The name of the Corporation is                  ," below.)
                                                     -----------------

     "The name of the Corporation is Yellow Transportation, Inc."

- --------------------------------------------------------------------------------
                                   ARTICLE II
- --------------------------------------------------------------------------------
Date of each amendment's adoption:

     01/23/02

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



- --------------------------------------------------------------------------------
                     ARTICLE III Manner of Adoption and Vote
- --------------------------------------------------------------------------------
Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change requires
shareholder approval, Section 2 must be marked and either A or B completed.
- --------------------------------------------------------------------------------
[ ]  SECTION 1 This amendment was adopted by the Board of Directors or
               incorporators and shareholder action was not required.

- --------------------------------------------------------------------------------
[X]  SECTION 2 The shareholders of the Corporation entitled to vote in
               respect to the amendment adopted the proposed amendment. The
               amendment was adopted by: (Shareholder approval may be by
               either A or B.)

               A. Vote of such shareholders during a meeting called by the Board
               of Directors. The result of such vote is as follows:

               ---------------------------------------------------
                     Shares entitled to vote
               ---------------------------------------------------
                     Number of shares represented at the meeting.
               ---------------------------------------------------
                     Shares voted in favor.
               ---------------------------------------------------
                     Share voted against.
               ---------------------------------------------------

               B. Unanimous written consent executed on January 10, 02 and
               signed by all shareholders entitled to vote.

- --------------------------------------------------------------------------------
                  ARTICLE IV Compliance with Legal Requirements
- --------------------------------------------------------------------------------

     The manner of the adoption of the Articles of Amendment and the vote by
     which they were adopted constitute full legal compliance with the
     provisions of the Act, the Articles of Incorporation, and the By-Laws of
     the Corporation.

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

     I hereby verify, subject to the penalties of perjury, that the statements
     contained herein are true, this 23rd day of January, 02.

- --------------------------------------------------------------------------------
Signature of current officer or         Printed name of officer or chairman of
chairman of the board                   the board


     /s/ DANIEL L. HORNBECK                  Daniel L. Hornbeck
     -----------------------

- --------------------------------------------------------------------------------
Signature's title

     Secretary

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



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

                        ARTICLES OF MERGER/SHARE EXCHANGE
                                       OF
                        Yellow Redevelopment Corporation
     ----------------------------------------------------------------------
                 (hereinafter "the nonsurviving corporation(s)")

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

                                      INTO
                           Yellow Transportation, Inc.
     ----------------------------------------------------------------------
                    (hereinafter "the surviving corporation")

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

- --------------------------------------------------------------------------------
                         ARTICLE I SURVIVING CORPORATION
- --------------------------------------------------------------------------------

The name of the corporation surviving the merger is: Yellow Transportation, Inc.
and such name [_] has [X] has not (designate which) been changed as a result of
the merger:
- --------------------------------------------------------------------------------

a. The surviving corporation is a domestic corporation existing pursuant to the
provisions of the Indiana Business Corporation Law Incorporation Law
incorporated on 12/22/50 .

b. The surviving corporation is a foreign corporation Incorporated under the
laws of the State of ______________ and [_] qualified [_] not qualified
(designate which) to do business in Indiana.
If the surviving corporation is qualified to do business in Indiana, state the
date of qualification: _______________.
(If Applicable for Certification of Authority is filed concurrently herewith
state "upon approval of Application for Certificate of Authority".)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                     ARTICLE II NONSURVIVING CORPORATION(S)
- --------------------------------------------------------------------------------
The name, state of Incorporation, and date of Incorporation or qualification (if
applicable) respectively, of each Indiana domestic corporation and Indiana
qualified foreign corporation, other than the survivor, which is party to the
merger are as follows:
- --------------------------------------------------------------------------------
Name of Corporation
                        Yellow Redevelopment Corporation
- --------------------------------------------------------------------------------
State of Domicile                       Date of Incorporation or qualification
                                         in Indiana (if applicable)
                   Missouri                           MO 7/22/63
- --------------------------------------------------------------------------------
Name of Corporation

- --------------------------------------------------------------------------------
State of Domicile                       Date of Incorporation or qualification
                                         in Indiana (if applicable)

- --------------------------------------------------------------------------------
Name of Corporation

- --------------------------------------------------------------------------------
State of Domicile                       Date of Incorporation or qualification
                                         in Indiana (if applicable)

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

- --------------------------------------------------------------------------------
                  ARTICLE III PLAN OF MERGER OR SHARE EXCHANGE
- --------------------------------------------------------------------------------
     The Plan of Merger of Share Exchange, containing such information as
     required by Indiana Code 23-1-40-1(b), is set forth in "Exhibit A",
     attached hereto and made a part hereof.
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
         ARTICLE IV MANNER OF ADOPTION AND VOTE OF SURVIVING CORPORATION
                         (Must complete Section 1 or 2)
- --------------------------------------------------------------------------------
          [_]  Shareholder vote not required.
The merger / share exchange was adopted by the incorporation or board of
directors without shareholder action and shareholder action was not required.
- --------------------------------------------------------------------------------
          [X]  Vote of shareholders (Select either A or B)
The designation (i.e., common, preferred or any classification where different
classes of stock exist), number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the merger /
share exchange and the number of votes of each voting group represented at the
meeting is et forth below:

     A.   Unanimous written consent executed on December 19, 2003 and signed by
          all shareholders entitled to vote.
     B.   Vote of shareholders during a meeting called by the Board of
          Directors.

- --------------------------------------------------------------------------------
                                                                  TOTAL  A  B  C
- --------------------------------------------------------------------------------
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common)
- --------------------------------------------------------------------------------
NUMBER OF OUTSTANDING SHARES
- --------------------------------------------------------------------------------
NUMBER OF VOTES ENTITLED TO BE CAST
- --------------------------------------------------------------------------------
NUMBER OF VOTES REPRESENTED AT MEETING
- --------------------------------------------------------------------------------
SHARES VOTED IN FAVOR
- --------------------------------------------------------------------------------
SHARES VOTED AGAINST
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
       ARTICLE V MANNER OF ADOPTION AND VOTE OF NONSURVIVING CORPORATION
                         (Must complete Section 1 or 2)
- --------------------------------------------------------------------------------
          [_]  Shareholder vote not required.
The merger / share exchange was adopted by the incorporation or board of
directors without shareholder action and shareholder action was not required.
- --------------------------------------------------------------------------------
          [X]  Vote of shareholders (Select either A or B)
The designation (i.e., common, preferred or any classification where different
classes of stock exist), number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the merger /
share exchange and the number of votes of each voting group represented at the
meeting is et forth below:

     A.   Unanimous written consent executed on December 19, 2003 and signed by
          all shareholders entitled to vote.
     B.   Vote of shareholders during a meeting called by the Board of
          Directors.

- --------------------------------------------------------------------------------
                                                                  TOTAL  A  B  C
- --------------------------------------------------------------------------------
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common)
- --------------------------------------------------------------------------------
NUMBER OF OUTSTANDING SHARES
- --------------------------------------------------------------------------------
NUMBER OF VOTES ENTITLED TO BE CAST
- --------------------------------------------------------------------------------
NUMBER OF VOTES REPRESENTED AT MEETING
- --------------------------------------------------------------------------------
SHARES VOTED IN FAVOR
- --------------------------------------------------------------------------------
SHARES VOTED AGAINST
- --------------------------------------------------------------------------------

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

     In Witness Whereof, the undersigned being the         Vice President
                                                  ----------------------------
                                                  Officer or Chairman of Board
     of the surviving corporation executes these Articles of Merger / Share
     Exchange and verifies, subject to penalties of perjury that the statements
     contained herein are true, this 19th day of December, 2003

- --------------------------------------------------------------------------------
Signature                               Printed name
            /s/ Jerry C. Bowlin                        Jerry C. Bowlin

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




                                                                       Exhibit A

                          AGREEMENT AND PLAN OF MERGER
                          ----------------------------

          THIS AGREEMENT AND PLAN OF MERGER, made and entered into as of the
19th day of December, 2003, by and between Yellow Redevelopment Corporation, a
Missouri urban redevelopment corporation ("Redevelopment") and Yellow
Transportation, Inc., an Indiana corporation ("Transportation"), said
corporations being hereinafter sometimes collectively referred to as the
"Constituent Corporations";

          WHEREAS, Redevelopment is a wholly-owned subsidiary of Transportation;

          WHEREAS, the respective boards of directors and sole shareholders of
each of the Constituent Corporations have approved this Agreement and Plan of
Merger to merge Redevelopment into Transportation upon the terms and subject to
the conditions hereinafter provided;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the undersigned corporations do
hereby agree, and the plan of merger is, as follows:

                                   SECTION I.
                                   ----------
                   MERGER OF REDEVELOPMENT INTO TRANSPORTATION
                   -------------------------------------------

          Upon the Merger Date, as defined in Section V hereof, Redevelopment
shall be merged into Transportation in accordance with the applicable provisions
of the laws of the States of Indiana and Missouri. Transportation shall be the
surviving corporation and shall continue to be governed by the laws of the
States of Indiana and Missouri. Transportation as such surviving corporation is
hereinafter sometimes referred to as the "Surviving Corporation".

                                   SECTION II.
                                   -----------
                              SURVIVING CORPORATION
                              ---------------------

          (a)  Articles of Incorporation. From and after the Merger Date, the
Articles of Incorporation of Transportation in effect immediately prior to the
Merger Date shall continue in full force and effect as the Articles of
Incorporation of the Surviving Corporation until it shall thereafter be further
amended in accordance with law.

          (b)  Bylaws. The bylaws of Transportation as in effect immediately
prior to the Merger Date shall continue in full force and effect as the bylaws
of the Surviving Corporation until they shall thereafter be duly amended.

          (c)  Directors and Officers. The directors of Transportation
immediately prior to the Merger Date shall be the directors of the Surviving
Corporation to serve, subject to the bylaws of the Surviving Corporation, until
the next annual meeting of shareholders and until their successors are duly
elected and qualified. If at the Merger Date a vacancy shall exist on the



board of directors of the Surviving Corporation, such vacancy may be filled in
the manner provided in the bylaws of the Surviving Corporation. The officers of
Transportation immediately prior to the Merger Date shall be the officers of the
Surviving Corporation, and shall hold office, subject to the bylaws of the
Surviving Corporation, at the pleasure of the board of directors until the next
annual meeting of the board of directors and until their successors are duly
elected and qualified.

                                  SECTION III.
                                  ------------
                                EFFECT OF MERGER
                                ----------------

          (a)  Upon the Merger Date, the effect of the merger shall be as
provided in the applicable provisions of the laws of the States of Indiana and
Missouri. Without limiting the generality of the foregoing, and subject thereto,
upon the Merger Date the separate existence of Redevelopment shall cease, and
the Surviving Corporation shall possess all the rights, privileges, powers and
franchises of each of the Constituent Corporations, of a public as well as of a
private nature, and shall be subject to all of the restrictions, disabilities
and duties of each of the Constituent Corporations; the rights, privileges,
powers and franchises of each of the Constituent Corporations, all property of
each of the Constituent Corporations, real, personal and mixed, all debts due to
each of the Constituent Corporations on whatever account, and all other things
in action of or belonging to each of the Constituent Corporations shall be
vested in the Surviving Corporation; all property, rights, privileges, powers
and franchises, and every other interest of the Constituent Corporations, shall
be thereafter as effectually the property of the Surviving Corporation they were
of the respective Constituent Corporations; the title to any real estate vested
by deed or otherwise in either of the Constituent Corporations shall not revert
or be in any way impaired; but all rights of creditors and all liens upon any
property of either of the Constituent Corporations shall be preserved
unimpaired; and all debts, liabilities and duties of the respective Constituent
Corporations shall thenceforth attach to the Surviving Corporation, and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it. Any action or proceeding pending by or
against Redevelopment at the Merger Date may be prosecuted as if the merger had
not taken place, or the Surviving Corporation may be substituted in its place.

          (b)  If at any time Transportation shall consider or be advised that
any further assignments, conveyances or assurances in law or any other things
are necessary or desirable to vest or to perfect or to confirm, of record or
otherwise, in Transportation, the title to any property or rights of
Redevelopment acquired or to be acquired by Transportation as the result of this
merger, the appropriate officers and directors of Redevelopment in office
immediately prior to the effectiveness of this merger are fully authorized to,
and shall, execute and deliver any and all proper deeds, assignments and
assurances in law and are fully authorized to, and shall, do all things
necessary and proper, in the name of Redevelopment so as to vest, perfect or
confirm title to such property or rights in Transportation and otherwise to
carry out and consummate the provisions of this Agreement and Plan of Merger.

                                      - 2 -



                                   SECTION IV.
                                   -----------
                               TREATMENT OF SHARES
                               -------------------

          (a)  Upon the Merger Date, each share of common stock of Redevelopment
issued and outstanding immediately prior to the Merger Date shall automatically
be cancelled and extinguished by virtue of the merger and without any action on
the part of the holder thereof.

          (b)  Upon the Merger Date, each share of common stock of
Transportation issued and outstanding immediately prior to the Merger Date shall
remain unaffected by virtue of the merger.

                                   SECTION V.
                                   ----------
                  SHAREHOLDER APPROVAL, EFFECTIVENESS OF MERGER
                  ---------------------------------------------

          This Agreement and Plan of Merger shall be submitted to the sole
shareholders of the Constituent Corporations as provided by the applicable laws
of the States of Indiana and Missouri. If this Agreement and Plan of Merger is
duly authorized and adopted by the requisite votes or written consents of such
shareholders and is not terminated and abandoned pursuant to the provisions of
Section VI hereof, this Agreement and Plan of Merger shall be executed, filed
and recorded in accordance with the laws of the States of Indiana and Missouri
as soon as practicable after the approval by such shareholders. The merger shall
become effective at, and the term "Merger Date" shall mean for purposes of this
Agreement and Plan of Merger, the close of business on the date on which this
Agreement and Plan of Merger and accompanying documents are filed in accordance
with The Indiana Business Corporation Law.

                                   SECTION VI.
                                   -----------
                                   TERMINATION
                                   -----------

          (a)  At any time prior to the filing of this Agreement and Plan of
Merger with the Secretary of States of Indiana and Missouri, this Agreement and
Plan of Merger may be terminated and abandoned by mutual written consent of the
Constituent Corporations authorized by their respective boards of directors.

          (b)  If for any reason this Agreement and Plan of Merger ceases to be
binding as provided herein, it shall thenceforth be void without any further
action by the sole shareholders of either of the Constituent Corporations, and
neither of such parties shall have any obligation to the other in damages or,
except as provided in Section VIII(c), as to the expenses incurred incident to
this Agreement and Plan of Merger or the transactions provided for herein.

                                  SECTION VII.
                                  ------------
                           AGREEMENT BY TRANSPORTATION
                           ---------------------------

          Transportation agrees that it will comply with the provisions of
Chapter 351 of the Revised Statutes of Missouri, as amended.

                                      - 3 -



                                  SECTION VIII.
                                  -------------
                                  MISCELLANEOUS
                                  -------------

          (a)  Any of the provisions of this Agreement and Plan of Merger may be
waived at any time by the party which is, or the sole shareholders of which are,
entitled to the benefit thereof upon the authority of the board of directors of
such party, provided that as to any authorization given after the vote of the
sole shareholder of such party hereon, such waiver shall not, in the judgment of
the board of directors of such party, affect materially and adversely the
benefits of such party or its sole shareholder intended under this Agreement and
Plan of Merger. Any of the provisions of this Agreement and Plan of Merger may
be modified at any time prior to or after the vote hereon of sole shareholder of
either party, by agreement in writing approved by the board of directors of each
party and executed in the same manner (but not necessarily by the same persons)
as this Agreement and Plan of Merger, provided that any such modification after
the vote of the sole shareholder of a party hereon shall not, in the judgment of
the board of directors of such party, affect materially and adversely the
benefits of such party or its sole shareholder intended under this Agreement and
Plan of Merger.

          (b)  Transportation, as the Surviving Corporation, shall pay all
expenses of the merger.

          (c)  Nothing expressed or implied in this Agreement and Plan of Merger
is intended, or shall be construed, to confer upon or give any person or entity,
other than the Constituent Corporations and their respective sole shareholders,
any rights or remedies under or by reason of this Agreement and Plan of Merger.

          IN WITNESS WHEREOF, the parties have caused these presents to be
signed by their respective officers thereunto duly authorized as of the 19th day
of December, 2003.


                                        YELLOW REDEVELOPMENT CORPORATION


                                        By  Jerry C. Bowlin
                                          --------------------------------------
                                           Name: Jerry C. Bowlin
                                           Title: President


                                        YELLOW TRANSPORTATION, INC.


                                        By  /s/ Jerry C. Bowlin
                                          --------------------------------------
                                           Name: Jerry C. Bowlin
                                           Title: Vice President


                                      - 4 -



                                                                    Exhibit 3.15

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           YELLOW TRANSPORTATION, INC.

                         Adopted as of October 10, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01   Registered Office. The registered office of the corporation
in the State of Indiana shall be in the City of Indianapolis, County of Marion,
and the name of its registered agent shall be CT Corporation System.

     SECTION 1.02   Other Offices. The corporation may also have offices at such
other places both within and without the State of Indiana as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01   Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Indiana, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02   Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03   Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04   Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors



and shall be called by the President or the Secretary at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. The Chairman of the Board
or the President of the corporation or directors so calling, or the stockholders
so requesting, any such meeting shall fix the time and any place, either within
or without the State of Indiana, as the place for holding such meeting.

     SECTION 2.05   Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06   Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07   Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08   Consent of Stockholders. Whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken for or in connection
with any corporate

                                        2



action by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or on the written consent of the holders of shares
of the corporation's capital stock having not less than the minimum percentage
of the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all stockholders of the taking of corporate
action without a meeting and by less than unanimous written consent. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Consents of stockholders may also be given by telegram, cablegram or
other electronic transmission in accordance with and subject to the provisions
of Section 23-1-29-4.5 of the Indiana Business Corporation Law.

     SECTION 2.09   Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10   Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11   Fixing Record Date. The Board of Directors may fix in
advance a date, which shall not be more than 60 days nor less than 10 days
preceding the date of any meeting of stockholders, nor more than 60 days
preceding the date for payment of any dividend or distribution, or the date for
the allotment of rights, or the date when any change, or conversion or exchange
of capital stock shall go into effect, or a date in connection with obtaining a
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed, shall be entitled to such notice of, and to vote
at, any such meeting and any adjournment thereof, or to receive payment of such
dividend or distribution, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01   Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02   Number, Election and Term. The number of directors that
shall constitute the whole Board of Directors shall be fixed from time to time
as determined by resolution of the Board adopted by a majority of the whole
Board, but shall consist of not less than one (1) member. The number of
directors of the whole Board shall be set forth in the notice of any meeting of
stockholders held for the purpose of electing directors. The directors shall be
elected at the annual meeting of stockholders, except as provided in Section
3.03, and each director elected shall hold office until his successor shall be
elected and shall qualify. Directors need not be residents of Indiana or
stockholders of the corporation.

     SECTION 3.03   Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04   Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Indiana, without other notice than such resolution.

     SECTION 3.05   Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Indiana, as the place for holding such
meeting.

     SECTION 3.06   Notice of Special Meeting. Written notice of special
meetings of the Board of Directors shall be given to each director at least 48
hours prior to the time of such meeting. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
purpose of objecting to the transaction of any business because the meeting is
not

                                        4



lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the bylaws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required by
statute.

     SECTION 3.07   Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08   Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09   Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01   Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors

                                        5



may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such committee.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by resolution adopted by the Board of
Directors.

     SECTION 4.02   Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03   Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

                                    ARTICLE V

                                     NOTICE

     SECTION 5.01   Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission.

     SECTION 5.02   Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01   Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, and a Secretary.
The Board of Directors may appoint such other officers and agents, including a
Chairman of the Board, a Treasurer, Assistant Vice Presidents,

                                        6



Assistant Secretaries, and Assistant Treasurers, in each case as the Board of
Directors shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined by the
Board. Any two or more offices may be held by the same person. The Chairman of
the Board, if one is elected, shall be elected from among the directors. With
the foregoing exceptions, none of the other officers need be a director, and
none of the officers need be a stockholder of the corporation.

     SECTION 6.02   Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03   Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04   Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05   Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06   Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07   President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control the business and affairs of
the corporation. In the absence of the Chairman of the Board (if one is
elected), the President shall preside at all meetings of the Board of Directors
and of the stockholders. He may also preside at any such meeting attended by the
Chairman if he is so designated by the Chairman. He shall have the power to
appoint and remove subordinate officers, agents and employees, except those
elected or appointed by the Board of Directors. The President shall keep the
Board of Directors and the Executive Committee fully informed and shall consult
them concerning the business of the corporation. He may sign with the Secretary
or

                                        7



any other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts, or other instruments that the Board
of Directors has authorized to be executed, except in cases where the signing
and execution thereof has been expressly delegated by these bylaws or by the
Board of Directors to some other officer or agent of the corporation, or shall
be required by law to be otherwise executed. He shall vote, or give a proxy to
any other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties normally incident to the office of President and such
other duties as may be prescribed by the stockholders, the Board of Directors,
or the Executive Committee from time to time.

     SECTION 6.08   Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09   Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10   Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

                                        8



     SECTION 6.11   Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the Executive Committee. The Assistant
Secretaries and Assistant Treasurers shall, in the absence of the Secretary or
Treasurer, respectively, perform all functions and duties which such absent
officers may delegate, but such delegation shall not relieve the absent officer
from the responsibilities and liabilities of his office. The Assistant
Secretaries may sign, with the President or a Vice President, certificates for
shares of the corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine.

                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01   Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02   Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03   Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the Board of Directors
may select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01   Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the

                                        9



corporation shall issue to represent such class of stock; provided that, except
as otherwise provided by statute, in lieu of the foregoing requirements there
may be set forth on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock, a statement that the
corporation will furnish to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and rights. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in the case of a lost, stolen, destroyed,
or mutilated certificate a new one may be issued therefor upon such terms and
with such indemnity, if any, to the corporation as the Board of Directors may
prescribe. Certificates shall not be issued representing fractional shares of
stock.

     SECTION 8.02   Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03   Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04   Registered Stockholders. The corporation shall be entitled
to treat the holder of record of any share or shares of the corporation's
capital stock as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Indiana.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01   Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

                                       10



     SECTION 9.02   Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                    ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01  Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02  Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

                                       11



     SECTION 10.03  Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     SECTION 10.04  Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05  Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06  Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07  Definitions. For purposes of this Article X:

          (a)  "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Article
X with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued;

          (b)  "other enterprises" shall include employee benefit plans;

          (c)  "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan;

          (d)  "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation that
imposes duties on, or

                                       12



involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and

          (e)  a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article X.

     SECTION 10.08  Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01  Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Indiana." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02  Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Indiana at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                   ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13



                                                                    Exhibit 3.18

                            CERTIFICATE OF FORMATION

                                       OF

                                   YANKEE LLC

     This Certificate of Formation of Yankee LLC (the "LLC"), dated July 1,
2003, is being duly executed and filed by Darice Angel, as an authorized person,
to form a limited liability company under the Delaware Limited Liability Company
Act (6 Del.C. 18-101, et seq.).

     FIRST. The name of the limited liability company formed hereby is Yankee
LLC.

     SECOND. The address of the registered office of the LLC in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD. The name and address of the registered agent for service of process
on the LLC in the State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                                    /s/ Darice Angel
                                        ----------------------------------------
                                                      Darice Angel
                                                   Authorized Person



                              CERTIFICATE OF MERGER

                                     Merging
                   Roadway Corporation, a Delaware corporation
                                      Into
                Yankee LLC, a Delaware limited liability company

     Pursuant to the provisions of Section 264 of the Delaware General
Corporation Law (the "DGCL") and Section 18-209 of the Limited Liability Company
Act of the State of Delaware (the "DLLCA"), the undersigned limited liability
company submits the following Certificate of Merger for the purpose of effecting
a merger of domestic entities under the DGCL and the DLLCA.

     1.   The name and state of incorporation or organization of each of the
constituent entities is as follows:

          ------------------------------   -------------------------
          Name of Corporation or Limited   State of Incorporation or
                Liability Company                 Organization
          ------------------------------   -------------------------
                Roadway Corporation                Delaware
          ------------------------------   -------------------------
                    Yankee LLC                     Delaware
          ------------------------------   -------------------------

     2.   An agreement of merger has been approved, adopted, certified, executed
and acknowledged by each of the constituent entities in accordance with Section
264(c) of the DGCL and Section 18-209 of the DLLCA.

     3.   The name of the surviving limited liability company is Yankee LLC (the
"Surviving Entity").

     4.   The Certificate of Formation of Yankee LLC shall be the Certificate of
Formation of the Surviving Entity.

     5.   The executed agreement of merger is on file at the principal place of
business of the Surviving Entity, located at 1077 Gorge Boulevard, Akron, Ohio
44310.

     6.   A copy of the agreement of merger will be furnished by the Surviving
Entity, on request and without cost, to any stockholder or member in either
constituent entity.



     IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
undersigned, a duly authorized officer of the Surviving Entity, as of the 11/th/
day of December, 2003.

                                        Yankee LLC


                                        By:       /s/ Daniel J. Churay
                                           -------------------------------------
                                                      Daniel J. Churay
                                             Senior Vice President, General
                                                    Counsel and Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                                   YANKEE LLC

     1.   The name of the limited liability company is Yankee LLC.

2.   Article First of the Certificate of Formation of the limited liability
     company shall be amended to read in its entirety as follows:

          "First. The name of the limited liability company is Roadway LLC."

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Yankee LLC this 11th day of December, 2003.

                                        Yellow Roadway Corporation,
                                        the Sole Member


                                        By:    /s/ Daniel J. Churay
                                           -------------------------------------
                                        Name:  Daniel J. Churay
                                        Title: Sr. Vice President, General
                                               Counsel and Secretary



                                                                    Exhibit 3.19

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                   YANKEE LLC

This Limited Liability Company Agreement (this "Agreement") of Yankee LLC, is
entered into by Yellow Corporation, a Delaware corporation ("Yellow"), pursuant
to and in accordance with the Delaware Limited Liability Company Act (6 Del.C.
Section 18-101, et seq.) (the "Act"), for the regulation and management of the
Company.

     1.   Name. The name of the limited liability company is Yankee LLC (the
"Company").

     2.   Purpose. The purpose for which the Company is organized is to transact
any and all lawful business for which limited liability companies may be formed
under the Act and which is not forbidden by the law of the jurisdiction in which
the Company engages in that business.

     3.   Registered Office; Registered Agent. The registered office and
registered agent of the Company in the State of Delaware shall be as specified
in the Certificate of Formation (the "Certificate of Formation") filed with the
Secretary of State of the State of Delaware.

     4.   Principal Office. The principal office of the Company (at which the
books and records of the Company shall be maintained) shall be at such place as
the Managers may designate, which need not be in the State of Delaware. The
Company may have such other offices as the Managers may designate.

     5.   Member.

          a.   The term "Member" as used in this Agreement means Yellow, in its
     capacity as a member (as defined in the Act) of the Company, and any person
     hereafter admitted to the Company as a member, but such term does not
     include any person who has ceased to be a member of the Company. The name
     and the mailing address of the initial Member is as follows:

          Yellow Corporation
          10990 Roe Avenue
          Overland Park, Kansas 66211

          b.   The Member shall not cease to be a member of the Company upon the
     occurrence of any event described in Section 18-304 of the Act.

     6.   Powers. The Company shall have the power and authority to take any and
all actions necessary, appropriate, proper, advisable, convenient or incidental
to or for the furtherance of the purposes set forth in Section 2, including any
and all powers set forth in the Act.

     7.   Term. The term of the Company commenced on the date of the filing of
the Certificate of Formation in the Office of the Secretary of the State of
Delaware and shall be perpetual, unless it is dissolved sooner as a result of:
(a) the written election of the Member,

                                        1



(b) the entry of a decree of judicial dissolution under Section 18-802 of the
Act, or (c) the occurrence of an event that causes there to be no members of the
Company, unless the Company is continued in accordance with the Act. No other
event shall cause a dissolution of the Company.

     8.   Capital Contributions. The Member shall make capital contributions to
the Company at such times and in such amounts as determined by the Member in its
sole discretion. All capital contributions made by the Member to the Company
shall be credited to the Member's account.

     9.   Distributions. The Company shall make cash distributions to the Member
at such times and in such amounts as may be determined by the Managers. The
Company may make non-cash distributions to the Member at such times and in such
forms as may be determined by the Managers. Notwithstanding any other provision
of this Agreement, neither the Company, nor the managers on behalf of the
Company, shall make a distribution to the Member if such distribution would
violate the Act or other applicable law.

     10.  Managers. Subject to the provisions of the Agreement, the Company
shall appoint managers (the "Managers"), who shall have exclusive authority to
act on behalf of the Company. Subject to the provisions of this Agreement, the
Managers shall have the authority to manage the business and affairs of the
Company. The Member shall have no authority to act on behalf of or bind the
Company. The Member shall select any and all Managers of the Company. The
initial Manager of the Company shall be Daniel J. Churay. The Member may remove
any of the Managers at any time, with or without cause, upon delivery to such
Manager at the principal office of the Company of written notice of such
removal. Further, any of the Mangers may resign upon delivery to the Member at
the principal office of the Company of written notice of such resignation. The
Managers shall receive such compensation for their duties as Managers as the
Member shall determine in its sole discretion.

     11.  Officers. The officers of the Company shall be elected by the
Managers, and shall include a President, a Secretary, a Treasurer, and such
other officers, employees and agents as appointed, from time to time, in
accordance with this Agreement. Additionally, the President shall have the power
to appoint such Vice Presidents and other officers equivalent or junior thereto
as the President may deem appropriate. Each officer of the Company shall serve
at the pleasure of the Managers, and the Managers may remove any officer at any
time with or without cause. Any officer, if appointed by the President of the
Company, may likewise be removed by the President of the Company. All officers
and agents of the Company shall have such authority and perform such duties in
the management of the property and affairs of the Company as generally pertain
to their respective offices, as well as such authority and duties as may be
determined by the Managers. Checks, notes, drafts, other commercial instruments,
assignments, guarantees of signatures, and contracts (except as otherwise
provided herein or by law) shall be executed by the President, any Vice
President, the Secretary, the Treasurer, or such officers or employees or agents
as the Managers or any of such designated officers may direct.

     12.  Exculpation. None of the Managers, the Member, nor any owner,
officer, director or employee of the Company or of the Member, shall be liable,
responsible or accountable in damages or otherwise to the Company or the Member
for any

                                        2



action taken or failure to act (even if such action or failure to act
constituted the negligence of a person, including the person for whom
exculpation is sought hereunder) on behalf of the Company within the scope of
the authority conferred on the person described in this Agreement or by law
unless such act or omission was performed or omitted fraudulently or constituted
gross negligence or willful misconduct. To the extent that, at law or in equity,
any Manager, the Member, or any owner, officer, director or employee of the
Company or of the Member have duties (including fiduciary duties) and
liabilities relating to the company, any Manager, the Member or any owner,
officer, director or employee of the Company or of the Member acting under this
Agreement shall not be liable to the Company or the Member for their reliance on
the provisions of this Agreement. The provisions of this Agreement, to the
extent that they expand or restrict the duties and liabilities of any Manager,
the Member or any owner, officer, director or employee of the Company or the
Member otherwise existing at law or in equity, are agreed to by the Member
pursuant to the provisions of Section 18-1101 of the Act to replace such other
duties and liabilities of any Manager, the Member or any owner, officer,
director or employee of the Company or of the member.

     13.  Indemnification.

               (a)  The Company shall indemnify any person who was or is a
          party or is threatened to be made a party to any threatened, pending
          or completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative by reason of the fact that such person
          is or was, at any time prior to or during which this Section 13 is in
          effect, a manager or member of the Company, or is or was, at any time
          prior to or during which this Section 13 is in effect, serving at the
          request of the Company, as a manager, director or officer of a
          corporation, partnership, limited liability company, joint venture,
          trust, other enterprise or employee benefit plan against reasonable
          expenses (including attorneys' fees), judgments, fines, penalties,
          amounts paid in settlement and other liabilities actually and
          reasonably incurred by such person in connection with such action,
          suit or proceeding to the full extent permitted by law.

               (b)  Expenses incurred by a person who is or was a manager or
          member of the Company in appearing at, participating in or defending
          any threatened, pending or completed action, suit or proceeding,
          whether civil, criminal, administrative or investigative, shall be
          paid by the Company at reasonable intervals in advance of the final
          disposition of such action, suit or proceeding upon receipt of an
          undertaking by or on behalf of the member or manager to repay such
          amount if it shall ultimately be determined that he is not entitled to
          be indemnified by the Company as authorized by this Section 13. The
          indemnification and advancement of expenses provided by this Section
          13 shall not be deemed exclusive of any other rights to which those
          seeking indemnification or advancement of expenses may be or become
          entitled under any law, this Agreement, the decision of the managers,
          or the Member or otherwise, or under any policy or policies of
          insurance purchased and maintained by the Company on behalf of any
          such person, both as to action in his official capacity

                                        3



          and as to action in another capacity while holding such office, and
          shall continue as to a person who has ceased to be a manager or member
          and shall inure to the benefit of the heirs, executors and
          administrators of such person.

               (c)  The rights provided by this Section 13 are for the benefit
          of the persons referred to herein and their respective heirs,
          executors and administrators and shall be legally enforceable against
          the Company by such persons (who shall be presumed to have relied on
          such rights in undertaking or continuing any of the positions referred
          to herein) or by their respective heirs, executors and administrators.
          No amendment to or restatement of this Section 13, or merger,
          consolidation, conversion or reorganization of the Company, shall
          impair the rights of indemnification provided by this Section 13 with
          respect to any action or failure to act, or alleged action or failure
          to act, occurring or alleged to have occurred prior to such amendment,
          restatement, merger, consolidation, conversion or reorganization.

     14.  Mergers and Exchanges. Subject to the requirements of the Act, the
Company may be a party to a merger, consolidation, share or interest exchange or
other transaction authorized by the Act.

     15.  Amendments to this Agreement. The power to alter, amend, restate, or
repeal this Agreement or to adopt a new limited liability company agreement is
vested in the Member. This Agreement may be amended, modified, supplemented or
restated in any manner permitted by applicable law and approved by the Member.

     16.  Authorized Person. The execution by Darice Angel, as an "authorized
person" within the meaning of the Act, of the Certificate of Formation and the
filing of the Certificate of Formation with the Secretary of State of the State
of Delaware are hereby ratified, confirmed and approved. Upon the filing of the
Certificate of Formation with the Secretary of State of the State of Delaware,
Darice Angel's powers as an "authorized person" ceased, and the managers and any
person designated by the managers shall be an "authorized person" of the Company
within the meaning of the Act.

     17.  Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to principles of
conflict of laws), all rights and remedies being governed by said laws.

                                        4



     IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed this Agreement to be effective as of July 2, 2003.

                                        YELLOW CORPORATION


                                        By:    /s/ Daniel J. Churay
                                           -------------------------------------
                                        Name:  Daniel J. Churay
                                        Title: Senior Vice President, General
                                               Counsel and Secretary

                                        5



                                                                    EXHIBIT 3.20

                           THIRD AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              ROADWAY EXPRESS, INC.

             (Pursuant to Sections 228, 242, and 245 of the General
                    Corporation Law of the State of Delaware)

          Roadway Express, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware

          DOES HEREBY CERTIFY:

          1.   That the name of this corporation is Roadway Express, Inc., and
that this corporation was originally incorporated on February 15, 1954, pursuant
to the General Corporation Law.

          2.   That the Board of Directors duly adopted resolutions proposing to
amend and restate the Certificate of Incorporation of this corporation,
declaring said amendment and restatement to be advisable and in the best
interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the
stockholders therefore, which resolution setting forth the proposed amendment
and restatement is as follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
amended and restated in its entirety to read as follows:

          FIRST: The name of the corporation (the "Corporation") is Roadway
Express, Inc.

          SECOND: The address of the Corporation's registered office in the
state of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801.

                                       -1-



The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

          THIRD: The nature of the business and the objects and purposes
proposed to be transacted, promoted, and carried on, are to do any or all the
things herein mentioned, as fully and to the same extent as natural persons
might or could do, and in any part of the world, viz:

          (a)  Transport Traffic for hire by any means or methods;

          (b)  Contract or arrange for the provisions of the transportation of
Traffic by others as an independent contractor, agent, or broker;

          (c)  Deal in Transport Instrumentalities and in the Securities of a
Person who Deals therein, or who is engaged in the transportation of Traffic;

          (d)  Invest in, control, solely or jointly, or in common with other
Persons, any Person who is engaged in any one or more of the above-described
businesses; and

          (e)  Any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is one thousand (1,000) shares of Common Stock
each having a par value of $0.01 per share ("Common Stock").

          Each share of Common Stock shall be equal to each other share of
Common Stock. The holders of Common Stock shall be entitled to one vote for each
such share upon all questions presented to the stockholders.

          Except as otherwise provided in this Certificate of Incorporation, the
Common Stock shall have the exclusive right to vote for the election of
Directors and for all other purposes.

                                       -2-



          This Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not this Corporation
shall have notice thereof, except as expressly provided by applicable laws.

          FIFTH: The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. In furtherance of, and not in
limitation of, the powers conferred by statute, the Board of Directors is
expressly authorized and empowered:

          (a)  To adopt, amend or repeal the By-Laws of this Corporation;
provided, however, that the By-Laws adopted by the Board of Directors under the
powers hereby conferred may be amended or repealed by the Board of Directors or
by the stockholders having power with respect thereto, except that Section 2 of
Article I, Section 4 of Article I, all of Article II, Section 1 (first
paragraph) of Article III, Section 2 (second paragraph) of Article III, Section
3 (first paragraph) of Article III and Section 4 of Article VI of the By-Laws
shall not be amended or repealed, nor shall any provision inconsistent with such
By-Laws be adopted, without the affirmative vote of the holders of at least 80
percent of the combined voting power of all shares of this Corporation entitled
to vote generally in the election of Directors, voting together as a single
class. Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of the holders of at least 80 percent of
the combined voting power of all shares of this Corporation entitled to vote
generally in the election of Directors, voting together as a single class, shall
be required to amend, repeal or adopt any provision inconsistent with this
Section (a) of Article FIFTH; and

                                      -3-



          (b)  From time to time to determine whether and to what extent, and at
what times and places, and under what conditions and regulations, the accounts
and books of this Corporation, or any of them, shall be open to inspection of
stockholders; and no stockholder shall have any right to inspect any account,
book or document of this Corporation except as conferred by applicable law.

          SIXTH: Subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional Directors under specific circumstances:

          (a)  Any action required or permitted to be taken by the stockholders
of this Corporation must be effected at a duly called annual or special meeting
of stockholders of this corporation and may not be effected by any consent in
writing of such stockholders.

          (b)  Special meetings of the stockholders of the Corporation may be
called only (i) by the Chairman of the Board of Directors, and (ii) shall be
called within 10 days after receipt of the written request of the Board of
Directors, pursuant to a resolution approved by a majority of the Whole Board;
and

          (c)  The business permitted to be conducted at any special meeting of
the stockholders is limited to the business brought before the meeting by the
Chairman or by the Secretary at the request of a majority of the Board of
Directors.

          Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at least 80 percent of
the combined voting power of all shares of the Corporation entitled to vote
generally in the election of Directors voting together as a single class, shall
be required to amend, repeal or adopt any provision consistent with this

                                      -4-



Article SIXTH. For purposes of this Certificate of Incorporation, the "Whole
Board" is defined as a total number of Directors which this Corporation would
have if there were no vacancies.

          SEVENTH: Section 1. Number and Election of Directors.

          Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect additional Directors under specified circumstances, the number of
Directors of this Corporation shall be fixed by the By-Laws of the Corporation
and may be increased or decreased from time to time in such manner as may be
prescribed by the By-Laws, but in no case shall the number be less than three.

          Election of Directors need not be by written ballot except and to the
extent provided for in the By-Laws of this Corporation.

          Section 2. Stockholder Nomination of Director Candidates.

          Advance notice of stockholder nominations for the election of
Directors and advance notice of business to be brought by stockholders before an
annual meeting shall be given in the manner provided in the By-Laws of this
Corporation.

          Section 3. Newly Created Directorships and Vacancies.

          Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect additional Directors under specific circumstances, newly created
directorships resulting from any increase in the number of Directors and any
vacancy on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the
affirmative vote of a majority of the remaining Directors then in office, even
though less than a quorum of the Board of Directors, or by a sole remaining
Director. Any Director elected in accordance with the

                                      -5-



preceding sentence shall hold office for the remainder of the full term of the
class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor shall have been elected and
qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of an incumbent Director.

          Section 4. Removal of Directors.

          Subject to the rights of the holders of any class or series of stock
having preference over the Common Stock as to dividends or upon liquidation to
elect additional Directors under special circumstances, any Director may be
removed from office only by the affirmative vote of the holders of at least 80
percent of the combined voting power of the outstanding shares of Voting Stock
(as defined below), voting together as a single class.

          For purposes of this Article SEVENTH, "Voting Stock" shall mean the
outstanding shares of capital stock of this Corporation entitled to vote
generally in the election of Directors. In any vote required by or provided for
in this Article EIGHTH, each share of Voting Stock shall have the number of
votes granted to it generally in the election of Directors.

          Section 5. Amendment.

          Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80 percent of the combined voting power of the outstanding shares of the Voting
Stock, voting together as a single class, shall be required to amend, repeal or
adopt any provision inconsistent with this Article SEVENTH.

          EIGHTH: Section 1. Elimination of Certain Liability of Directors.

          To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no Director of this Corporation shall be personally liable to this Corporation
or its stockholders for or with respect

                                      -6-



to any acts or omissions in the performance of his duties as a Director of this
Corporation. Any amendment or repeal of this Article EIGHTH shall not adversely
affect any right or protection of a Director of this Corporation existing
immediately prior to such amendment or repeal.

          Section 2. Indemnification.

          Each person who is or was or had agreed to become a Director or
officer of this Corporation, or each person who is or was serving or who agreed
to serve at the request of the Board of Directors or an officer of this
Corporation as an employee or agent of this Corporation or as a Director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by this Corporation to the full
extent permitted from time to time by the General Corporation Law of the State
of Delaware or any other applicable laws as presently or hereafter in effect.
Without limiting the generality or the effect of the foregoing, this corporation
may enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article EIGHTH.
Any amendment or repeal of this Article EIGHTH shall not adversely affect any
right or protection existing hereunder immediately prior to such amendment or
repeal.

          NINTH: This Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and this Certificate of Incorporation, and all
rights conferred upon stockholders herein are created subject to this
reservation.

          TENTH: Any act or transaction by or involving the Corporation that
requires for its adoption under the Delaware General Corporation Law or this
Certificate of Incorporation the approval of the stockholders of the Corporation
shall, pursuant to Subsection 251(g) of the

                                      -7-



Delaware General Corporation Law, require, in addition, the approval of the
stockholders of Roadway Corporation (or any successor by merger), by the same
vote as is required by the Delaware General Corporation Law and/or this
Certificate of Incorporation.

          IN WITNESS WHEREOF, Roadway Express, Inc., has caused this Certificate
to be executed by John J. Gasparovic, its Executive Vice President, General
Counsel and Secretary, as of May 30, 2001.


                                        ROADWAY EXPRESS, INC.


                                        By:     /s/ JOHN J. GASPAROVIC
                                            ------------------------------------
                                        Name:   John J. Gasparovic
                                        Its:    Vice President, General Counsel
                                                and Secretary


                                        ATTEST


                                        By:     /s/ JOSEPH R. BONI, III
                                            ------------------------------------
                                        Name:   Joseph R. Boni, III
                                        Its:    Treasurer


                                      -8-


                                                                    EXHIBIT 3.21


                           AMENDED AND RESTATED BYLAWS

                                       OF

                              ROADWAY EXPRESS, INC.

                         Adopted as of February 2, 2004

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01 Registered Office. The registered office of the corporation in
the State of Delaware shall be in the City of Wilmington, County of New Castle,
and the name of its registered agent shall be The Corporation Trust Company.

     SECTION 1.02 Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01 Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.02 Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     SECTION 2.03 Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 2.04 Special Meeting. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if one
is elected, or by the President of the corporation or by the Board of Directors
or by written order of a majority of the directors and shall be called by the
President or the Secretary at the request in writing of stockholders

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owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. The Chairman of the Board or the
President of the corporation or directors so calling, or the stockholders so
requesting, any such meeting shall fix the time and any place, either within or
without the State of Delaware, as the place for holding such meeting.

     SECTION 2.05 Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place, and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     SECTION 2.06 Quorum. The holders of a majority of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Notwithstanding the
other provisions of the Certificate of Incorporation or these bylaws, the
holders of a majority of the shares of the corporation's capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2.07 Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of the
corporation's capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes, of the
Certificate of Incorporation or of these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder, bearing a date not more than three years prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     SECTION 2.08 Consent of Stockholders. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate action by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting

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were held shall consent in writing to such corporate action being taken; or on
the written consent of the holders of shares of the corporation's capital stock
having not less than the minimum percentage of the vote required by statute for
the proposed corporate action, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing. Consents of stockholders
may also be given by telegram, cablegram or other electronic transmission in
accordance with and subject to the provisions of Section 228 of the General
Corporation Law of Delaware.

     SECTION 2.09 Voting of Stock of Certain Holders. Shares of the
corporation's capital stock standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator, or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10 Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own capital stock owned by it; and such shares shall
not be counted in determining the total number of outstanding shares of the
corporation's capital stock.

     SECTION 2.11 Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of stockholders, nor more than 60 days preceding the date
for payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change, or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment thereof, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

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                                  ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01 Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

     SECTION 3.02 Number, Election and Term. The number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time as
determined by resolution of the Board adopted by a majority of the whole Board,
but shall consist of not less than one (1) member. The number of directors of
the whole Board shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.03, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Delaware or stockholders of
the corporation.

     SECTION 3.03 Vacancies, Additional Directors, and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification, or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next election and until his successor shall be duly elected and
shall qualify, unless sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose.

     SECTION 3.04 Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held each year, at such time and
place as the Board of Directors may provide, by resolution, either within or
without the State of Delaware, without other notice than such resolution.

     SECTION 3.05 Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of Directors, if one is elected, or
by the President of the corporation and shall be called by the Secretary on the
written request of any two directors. The Chairman or President so calling, or
the directors so requesting, any such meeting shall fix the time and any place,
either within or without the State of Delaware, as the place for holding such
meeting.

     SECTION 3.06 Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any

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special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting, except that notice shall be given of any
proposed amendment to the bylaws if it is to be adopted at any special meeting
or with respect to any other matter where notice is required by statute.

     SECTION 3.07 Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.08 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these bylaws, may be taken without a
meeting, if all members of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of
Directors, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

     SECTION 3.09 Compensation. Directors, as such, shall not be entitled to any
stated salary for their services unless voted by the stockholders or the Board
of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     SECTION 4.01 Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, including, if they shall so determine, an Executive
Committee, each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of such committee. In the absence or

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disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
and such limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.

     SECTION 4.02 Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     SECTION 4.03 Compensation. Members of special or standing committees may be
allowed compensation for attending committee meetings, if the Board of Directors
shall so determine.

                                   ARTICLE V

                                     NOTICE

     SECTION 5.01 Methods of Giving Notice. Whenever, under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director, member of any committee, or stockholder,
such notice may be given in writing and delivered personally or mailed to such
director, member, or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone. If
mailed, notice to a director, member of a committee, or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. Notice to directors and
stockholders may also be given by facsimile telecommunication. Notice may also
be given to any director, member of any committee or stockholder by a form of
electronic transmission as that term is defined in Section 232 of the General
Corporation Law of Delaware.

     SECTION 5.02 Written Waiver. Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01 Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, and a Secretary.
The Board of Directors may appoint such other officers and agents, including a
Chairman of the Board, a Treasurer, Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, in each case as the Board of Directors
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and

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perform such duties as shall be determined by the Board. Any two or more offices
may be held by the same person. The Chairman of the Board, if one is elected,
shall be elected from among the directors. With the foregoing exceptions, none
of the other officers need be a director, and none of the officers need be a
stockholder of the corporation.

     SECTION 6.02 Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor shall
have been chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be a director in
the case of the Chairman.

     SECTION 6.03 Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.04 Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 6.05 Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

     SECTION 6.06 Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors or of the
stockholders of the corporation. The Chairman shall formulate and submit to the
Board of Directors or the Executive Committee matters of general policy for the
corporation and shall perform such other duties as usually appertain to the
office or as may be prescribed by the Board of Directors or the Executive
Committee.

     SECTION 6.07 President. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board (if one is elected), the President
shall preside at all meetings of the Board of Directors and of the stockholders.
He may also preside at any such meeting attended by the Chairman if he is so
designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of Directors and the
Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or any other officer
of the corporation thereunto authorized by the Board of Directors, certificates
for shares of the corporation and any deeds, bonds, mortgages, contracts,
checks, notes, drafts, or other instruments that the Board of Directors has
authorized to be executed, except in cases

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where the signing and execution thereof has been expressly delegated by these
bylaws or by the Board of Directors to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. He shall
vote, or give a proxy to any other officer of the corporation to vote, all
shares of stock of any other corporation standing in the name of the corporation
and in general he shall perform all other duties normally incident to the office
of President and such other duties as may be prescribed by the stockholders, the
Board of Directors, or the Executive Committee from time to time.

     SECTION 6.08 Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, the Board of Directors or the Executive
Committee.

     SECTION 6.09 Secretary. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; (d) keep or cause to be kept a register of the
post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President, the Board
of Directors or the Executive Committee.

     SECTION 6.10 Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (d) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

     SECTION 6.11 Assistant Secretary and Treasurer. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, the Board of Directors, or the

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Executive Committee. The Assistant Secretaries and Assistant Treasurers shall,
in the absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but such
delegation shall not relieve the absent officer from the responsibilities and
liabilities of his office. The Assistant Secretaries may sign, with the
President or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.

                                  ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     SECTION 7.01 Contracts. Subject to the provisions of Section 6.01, the
Board of Directors may authorize any officer, officers, agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.02 Checks. All checks, demands, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

     SECTION 7.03 Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 8.01 Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
capital stock registered in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (1)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, any other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class of stock; provided that, except as otherwise provided by statute, in lieu
of the foregoing requirements there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish to each stockholder who
so requests the

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designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and rights. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the case of a
lost, stolen, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

     SECTION 8.02 Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, (2) such owner to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     SECTION 8.03 Transfers. 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, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

     SECTION 8.04 Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the corporation's capital
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                   ARTICLE IX

                                    DIVIDENDS

     SECTION 9.01 Declaration. Dividends with respect to the shares of the
corporation's capital stock, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Certificate of Incorporation.

     SECTION 9.02 Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to

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meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interest of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

                                   ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01 Third Party Actions. The corporation shall indemnify any
director or officer of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 10.02 Actions by or in the Right of the Corporation. The
corporation shall indemnify any director or officer and may indemnify any other
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

     SECTION 10.03 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Sections 10.01 and 10.02, or in defense of any

                                       11

Roadway Express, Inc.
Bylaws 02 02 2004





claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     SECTION 10.04 Determination of Conduct. The determination that a director,
officer, employee, or agent has met the applicable standard of conduct set forth
in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement
of expenses provided or granted hereunder shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any other bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     SECTION 10.07 Definitions. For purposes of this Article X:

          (a) "the corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any constituent of a
     constituent) absorbed in a consolidation or merger that, if its separate
     existence had continued, would have had power and authority to indemnify
     its directors, officers, and employees or agents, so that any person who is
     or was a director, officer, employee, or agent of such constituent
     corporation, or is or was serving at the request of such constituent
     corporation as a director, officer, employee, or agent of another
     corporation, partnership, joint venture, trust, or other enterprise, shall
     stand in the same position under this Article X with respect to the
     resulting or surviving corporation as he would have with respect to such
     constituent corporation if its separate existence had continued;

          (b) "other enterprises" shall include employee benefit plans;

          (c) "fines" shall include any excise taxes assessed on a person with
     respect to any employee benefit plan;

          (d) "serving at the request of the corporation" shall include any
     service as a director, officer, employee, or agent of the corporation that
     imposes duties on, or involves services by, such director, officer,
     employee, or agent with respect to an employee benefit plan, its
     participants or beneficiaries; and

                                       12

Roadway Express, Inc.
Bylaws 02 02 2004





          (e) a person who acted in good faith and in a manner he reasonably
     believed to be in the interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a manner "not
     opposed to the best interests of the corporation" as referred to in this
     Article X.

     SECTION 10.08 Continuation of Indemnity. The indemnification and
advancement of expenses provided or granted hereunder shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation, and the
words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 11.02 Books. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at the
offices of the corporation, or at such other place or places as may be
designated from time to time by the Board of Directors.

                                  ARTICLE XII

                                    AMENDMENT

     These bylaws may be altered, amended, or repealed by a majority of the
number of directors then constituting the Board of Directors at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment, or
repeal be contained in the notice of such special meeting.

                                       13

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Bylaws 02 02 2004



                                                                    EXHIBIT 3.22

                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                               CORPORATION BUREAU
            Articles of Incorporation - Domestic Business Corporation

     In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S Section 1204) the
undersigned, desiring to be incorporated as a business corporation, hereby
certifies (certify) that:

1.   The name of the corporation is:
     ARNOLD INDUSTRIES, INC.
- --------------------------------------------------------------------------------

2.   The location and post office address of the initial registered office of
the corporation in this Commonwealth is:
     625 South Fifth Avenue, P.O. Box 630
- --------------------------------------------------------------------------------
               (NUMBER)                             (STREET)

     Lebanon, Pennsylvania                            17042
- --------------------------------------------------------------------------------
              (CITY)                                (ZIP CODE)

3.   The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:

          To engage generally in any and all lawful businesses for which
     corporations may be incorporated under the Pennsylvania Business
     Corporation Law.

4.   The term for which the corporation is to exist is:  perpetual

5.   The aggregate number of shares which the corporation shall have authority
to issue is:

          Six million (6,000,000) shares of common capital stock with a par
     value of One Dollar ($1.00) per share for a total authorized capital of Six
     Million Dollars ($6,000,00).



6.   The name(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) is (are):

                                     ADDRESS
                              (including street and
          NAME                   number, if any)      NUMBER AND CLASS OF SHARES
New Penn Motor Express, Inc.  625 South Fifth Ave.    100 share common
                              Lebanon, PA  17042

     IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed
these Articles of Incorporation this 1st day of February, 1982.


- -------------------------   (SEAL)        NEW PENN MOTOR EXPRESS, INC.    (SEAL)
      Secretary

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

                                             ---------------------------- (SEAL)
                                               President

INSTRUCTIONS FOR COMPLETION OF FORM:

     A.   For general instructions relating to the incorporation of business
          corporations see 19 Pa. Code Ch. 35 (relating to business corporations
          generally). These instructions relate to such matters as corporate
          name, stated purposes, term of existence, authorized share structure
          and related authority of the board of directors, inclusion of names of
          first directors in the Articles of Incorporation, optional provisions
          on cumulative voting for election of directors, etc.

     B.   One or more corporations or natural persons of full age may
          incorporate a business corporation.

     C.   Optional provisions required or authorized by law may be added as
          Paragraphs 7, 8, 9 ... etc.

     D.   The following shall accompany this form:

          (1)  Three copies of Form DSCB: BCL--206 (Registry Statement Domestic
               or Foreign Business Corporation).

          (2)  Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation
               of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name).

          (3)  Any necessary governmental approvals.

     E.   BCL Section 205 (15 Pa. S. Section 1205) requires that the
          incorporators shall advertise their intention to file or the
          corporation shall advertise the filing of articles of incorporation.
          Proofs of publication of such advertising should not be delivered to
          the Department, but should be filed with the minutes of the
          corporation.



                          Commonwealth of Pennsylvania

                               Department of State

                         Certification of Incorporation

                   Office of the Secretary of the Commonwealth

To All to Whom These Presents Shall Come, Greeting:

Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of
the Commonwealth is authorized and required to issue a "Certificate of
Incorporation" evidencing the incorporation of an entity.
Whereas, The stipulations and conditions of the Law have been fully complied
with by

                             ARNOLD INDUSTRIES, INC.

Therefore, Know Ye, That subject to the Constitution of this Commonwealth, and
under the authority of the Laws thereof, I do by these presents, which I have
caused to be sealed with the Great Seal of the Commonwealth, declare and certify
the creation, erection and incorporation of the above in deed and in law by the
name chosen hereinbefore specified.
     Such corporation shall have and enjoy and shall be subject to all the
powers, duties, requirements, and restrictions, specified and enjoined in and by
the applicable laws of this Commonwealth.

                                   Given under by Hand and the Great Seal of the
                                        Commonwealth, at the City of Harrisburg,
                                        this 1st day of February in the year of
                                        our Lord one thousand nine hundred and
                                        eighty-two and of the Commonwealth the
                                        two hundred sixth


                                        /s/ William R. Davis
                                        ----------------------------------------
                                             Secretary of the Commonwealth



                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                               CORPORATION BUREAU
              Articles of Amendment - Domestic Business Corporation

     In compliance with the requirements of section 806 of the Business
Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S Section 1806), the
undersigned corporation, desiring to amend its Articles, does hereby certify
that:

1.   The name of the corporation is:

     ARNOLD INDUSTRIES, INC.
- --------------------------------------------------------------------------------

2.   The location of its registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department):

     625 South Fifth Avenue, P.O. Box 630
- --------------------------------------------------------------------------------
                  (NUMBER)                              (STREET)

     Lebanon, Pennsylvania                               17042
- --------------------------------------------------------------------------------
             (CITY)                                    (ZIP CODE)

3.   The statute by or under which it was incorporated is:

     PA Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended
- --------------------------------------------------------------------------------

4.   The date of its incorporation is:  February 1, 1982

5.   (Check, and if appropriate, complete one of the following):

     [X]  The meeting of the shareholders of the corporation at which the
amendment was adopted was held at the time and place and pursuant to the kind
and period of notice herein stated.

     Time:  The 27th day of April, 1988.

     Place: Quality Inn, Lebanon Valley, Quentin Road and Poplar St.,
            Lebanon, PA.

     Kind and period of notice: Notice of the annual meeting, stating the
     purposes therefor, was mailed to shareholders by U.S. mail, postage
     prepaid, thirty (30) days prior to the meeting.

     [_]  The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.

6.   At the time of the action of shareholders:

     (a)  The total number of shares outstanding was:

     4,246,532
- --------------------------------------------------------------------------------

     (b)  The number of shares entitled to vote was:

     4,246,532
- --------------------------------------------------------------------------------



7.   In the action taken by the shareholders:

     (a)  The number of shares voted in favor of the amendment was:
     3,456,965,1866
- --------------------------------------------------------------------------------

     (b)  The number of shares voted against the amendment was:
     101,621
- --------------------------------------------------------------------------------

8.   The amendment adopted by the shareho lders, set forth in full, is as
follows:

     That ARTICLE 5 of the Articles of Incorporation be and hereby is amended to
     read in its entirety as follows:

     5.   The aggregate number of shares of capital stock which the Corporation
     shall have the authority to issue is twenty million (20,000,000) shares of
     Common Stock of a par value of One Dollar ($1.00) per share for a total
     authorized capital of Twenty Million Dollars ($20,000,000).

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer and its corporate seal,
duly attested by another such officer, to be hereunto affixed this 27th day of
April , 1988.

                                                ARNOLD INDUSTRIES, INC.
                                              ----------------------------------
                                                 (NAME OF CORPORATION)
                                          By:
                                              ----------------------------------
Attest:                                                   (SIGNATURE)
                                                President
- --------------------------------------        ----------------------------------
           (SIGNATURE)                            (TITLE: PRESIDENT, VICE
                                                       PRESIDENT, ETC.)
Secretary
- --------------------------------------
    (TITLE: SECRETARY, ASSISTANT
            SECRETARY, ETC.)
(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM

     A.   Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of
          Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall
          accompany Articles of Amendment effecting a change of name.
     B.   Any necessary governmental approvals shall accompany this form.
     C.   Where action is taken by partial written consent pursuant to the
          Articles, the second alternate of Paragraph 5 should be modified
          accordingly.
     D.   If the shares of any class were entitled to vote as a class, the
          number of shares of each class so entitled and the number of shares of
          all other classes entitled to vote should be set forth in Paragraph
          6(b).
     E.   If the shares of any class were entitled to vote as a class, the
          number of shares of such class and the number of shares of all other
          classes voted for and against such amendment respectively should be
          set forth in Paragraphs 7(a) and 7(b).
     F.   BCL Section807 (15 P.S. Section1807) requires that the corporation
          shall advertise its intention to file or the filing of Articles of
          Amendment. Proofs of publication of such advertising should not be
          delivered to the Department, but should be filed with the minutes of
          the corporation.



                          Commonwealth of Pennsylvania

                               Department of State

To All to Whom These Presents Shall Come, Greeting:

     Whereas, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P.L. 364, as amended, the Department of State is authorized and required to
issue a

                            CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and

     Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                             ARNOLD INDUSTRIES, INC.

     Wherefore, Know Ye, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.

                                   Given under by Hand and the Great Seal of the
                                        Commonwealth, at the City of Harrisburg,
                                        this 3rd day of May in the year of our
                                        Lord one thousand nine hundred and
                                        eighty-eight and of the Commonwealth the
                                        two hundred twelfth

                                        ----------------------------------------
                                            Secretary of the Commonwealth



               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             DSCB: 15-1915 (Rev 90)

     In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1.   The name of the corporation is: ARNOLD INDUSTRIES, INC.

2.   The (a) address of this corporation's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

     (a)  625 South Fifth Avenue  Lebanon  Pennsylvania  17042  Lebanon
          ----------------------------------------------------------------
          Number and Street        City        State      Zip    County

     (b)  c/o:
               ---------------------------------------------------------
               Name of Commercial Registered Office Provider      County

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3.   The statute by or under which it was incorporated is: PA Business
Corporation Law of 1933 Act of May 5, 1933, P.L. 364 (as amended)

4.   The date of its incorporation is:  February 1, 1982

5.   (Check, and if appropriate complete, one of the following):

     [X]  The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.

     [_]  The amendment shall be effective on: ____________at____________
                                                   Date          Hour

6.   (Check one of the following):

     [X]  The amendment was adopted by the shareholders (or members) pursuant to
15 Pa.C.S. Section 1914(a) and (b).

     [_]  The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. Section 1914(c).

7.   (Check, and if appropriate complete, one of the following):

     [X]  The amendment adopted by the corporation, set forth in full, is as
follows:

     That ARTICLE 5 of the Articles of Incorporation be and is hereby amended to
     read as follows:
     5.   The aggregate number of shares of capital stock which the Corporation
          shall have the authority to issue is One Hundred Million (100,000,000)
          shares of Common Stock of a par value of One Dollar ($1.00) per share
          for a total authorized capital of One Hundred Million Dollars
          ($100,000,000).

     [_]  The amendment adopted by the corporation is set forth in full in
Exhibit A attached hereto and made a part hereof.



8.   (Check if the amendment restates the Articles):

     [_]  The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 14th day of
May, 1992.

                                            ARNOLD INDUSTRIES, INC.
                                          --------------------------------------
                                                   (Name of Corporation)

                                          BY:
                                              ----------------------------------
                                                         (Signature)

                                          TITLE:  Secretary
                                                 -------------------------------



                          Filed in the Department of State on: November 30, 2001

                         Articles/Certificate of Merger

     In compliance with the requirements of the applicable provisions (relating
to articles of merger or consolidation), the undersigned, desiring to effect a
merger, hereby state that:

1.   The name of the corporation surviving the merger is:
     ARNOLD INDUSTRIES, INC.
- --------------------------------------------------------------------------------

2.   Check and complete one of the following:
[X]  The surviving corporation is a domestic business corporation and the (a)
     address of its current registered office in this Commonwealth or (b) name
     of its commercial registered office provider and the county of venue is
     (the Department is hereby authorized to correct the following information
     to conform to the records of the Department).
     (a)  Number and Street                City     State    Zip       County
          625 S. 5/th/ Ave.,
             P.O. Box 630                 Lebanon    PA     17042   Philadelphia
          ----------------------------------------------------------------------

     (b)  Name of Commercial Registered
          Office Provider                                              County
          c/o CT Corporation System                                 Philadelphia
          ----------------------------------------------------------------------

[_]  The surviving corporation/limited partnership is a qualified foreign
     business/nonprofit corporation/limited partnership incorporated/formed
     under the laws of ___________________________________ and the (a) address
     of its current registered office in this Commonwealth or (b) name of its
     commercial registered office provider and the county of venue is (the
     Department is hereby authorized to correct the following information to
     conform to the records of the Department)

     (a)  Number and Street                City     State    Zip       County

          ----------------------------------------------------------------------
     (b)  Name of Commercial Registered
          Office Provider                                              County

          c/o
          ----------------------------------------------------------------------

[_]  The surviving corporation/limited partnership is a nonqualified foreign
     business/nonprofit corporation/limited partnership incorporated/formed
     under the laws of __________________________________ and the address of its
     principal office under the laws of such domiciliary jurisdiction is:
     Number and Street                     City     State    Zip

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



3.   The name and the address of the registered office in this Commonwealth or
     name of its commercial registered office provider and the county of venue
     of each other domestic business/nonprofit corporation/limited partnership
     and qualified foreign business/nonprofit corporation/limited partnership
     which is a party to the plan of merger are as follows:
                          Registered Office  Commercial Registered
     Name                      Address          Office Provider        County
                           417 Walnut St.,
     Lion Corp.             Harrisburg, PA   CT Corporation System  Philadelphia
     ---------------------------------------------------------------------------

                           1209 Orange St.,    Corporation Trust
     Roadway Corporation    Wilmington, DE          Company          New Castle
     ---------------------------------------------------------------------------

4.   Check, and if appropriate complete, one of the following:

[X]  The plan of merger shall be effective upon filing these
     Articles/Certificate of Merger in the Department of State.

[_]  The plan of merger shall be effective on: __________________at____________.
                                                      Date              Hour

5.   The manner in which the plan of merger was adopted by each domestic
     corporation is as follows:

     Name                                      Manner of Adoption
     Arnold Industries, Inc.  - adopted by the directors/shareholders pursuant
                                 to 15 Pa.C.S. Sec. 1924(a).
     ---------------------------------------------------------------------------

     Lion Corp.               - adopted by the directors/shareholders pursuant
                                 to 15 Pa.C.S. Sec. 1924(a).
     ---------------------------------------------------------------------------

6.   Strike out this paragraph if no foreign corporation/limited partnership is
     a party to the merger.
     The plan was authorized, adopted or approved, as the case may be, by the
     foreign business corporation party to the plan in accordance with the laws
     of the jurisdiction in which it is incorporated/organized.

7.   Check, and if appropriate complete, complete one of the following:

[X]  The plan of merger is set forth in full in Exhibit A attached hereto and
     made a part hereof.

[_]  Pursuant to 15 Pa.C.S. Section 1901/Section 8547(b) (relating to omission
     of certain provisions from filed plans) the provisions, if any, of the plan
     of merger that amend or constitute the operative provisions of the Articles
     of Incorporation/Certificate of Limited Partnership of the surviving
     corporation/limited partnership as in effect subsequent to the effective
     date of the plan are set forth in full in Exhibit A attached hereto and
     made a party hereof. The full text of the plan of merger is on file at the
     principal place of business of the surviving corporation/limited
     partnership, the address of which is:

     ---------------------------------------------------------------------------
     Number and Street                     City     State    Zip       County



                                        IN TESTIMONY WHEREOF, the undersigned
                                        corporation/limited partnership has
                                        caused these Articles/Certificate of
                                        Merger to be signed by a duly authorized
                                        officer thereof this

                                        ___________ day of ______________, 2001.


                                        Arnold Industries, Inc.
                                        ----------------------------------------
                                             Name of Corporation/Limited
                                                     Partnership


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


                                        Chairman & CEO
                                        ----------------------------------------
                                                        Title


                                        Lion Corp.
                                        ----------------------------------------
                                             Name of Corporation/Limited
                                                     Partnership


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


                                        Vice President and Secretary
                                        ----------------------------------------
                                                        Title


                                        Roadway Corporation
                                        ----------------------------------------


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


                                        Treasurer
                                        ----------------------------------------



                                                                  Execution Copy
                                                                  --------------

                          AGREEMENT AND PLAN OF MERGER

                                  by and among:

                              ROADWAY CORPORATION,
                             a Delaware corporation

                                   LION CORP.,
                           a Pennsylvania corporation

                                       and

                            ARNOLD INDUSTRIES, INC.,
                           a Pennsylvania corporation


                          Dated as of August 21, 2001



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1  THE MERGER......................................................... 1
   Section 1.1    The Merger.................................................. 1
   Section 1.2    Closing..................................................... 1
   Section 1.3    Effective Time.............................................. 2
   Section 1.4    Effects of the Merger....................................... 2
   Section 1.5    Articles of Incorporation and Bylaws........................ 2
   Section 1.6    Directors and Officers of the Surviving
                  Corporation................................................. 2
ARTICLE 2  EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
           CONSTITUENT CORPORATIONS; SURRENDER OF
           CERTIFICATES AND PAYMENT........................................... 2
   Section 2.1    Effect on Capital Stock..................................... 2
   Section 2.2    Payment and Surrender of Certificates....................... 3
   Section 2.3    Company Equity Plans........................................ 4
   Section 2.4    Dissenters' Rights.......................................... 5
   Section 2.5    Further Assurances.......................................... 6
ARTICLE 3  REPRESENTATIONS AND WARRANTIES..................................... 6
   Section 3.1    Representations and Warranties of Company................... 6
   Section 3.2    Representations and Warranties of Parent
                  and Merger Sub............................................. 22
ARTICLE 4  COVENANTS RELATING TO CONDUCT OF BUSINESS......................... 24
   Section 4.1    Conduct of Business........................................ 24
   Section 4.2    No Solicitation............................................ 26
ARTICLE 5  ADDITIONAL AGREEMENTS............................................. 29
   Section 5.1    Preparation of Proxy Statement; Shareholders
                  Meeting.................................................... 29
   Section 5.2    Access to Information; Confidentiality..................... 29
   Section 5.3    Efforts; Cooperation....................................... 30
   Section 5.4    Indemnification............................................ 30
   Section 5.5    Employee Benefits.......................................... 31
   Section 5.6    Public Announcements....................................... 31
   Section 5.7    Fees and Expenses.......................................... 32
   Section 5.8    Credit Agreement........................................... 32
   Section 5.9    Shareholder Litigation..................................... 32

                                       -i-



                                TABLE OF CONTENTS
                                  (continued)

                                                                            Page

   Section 5.10   Transition................................................. 32
   Section 5.11   Section 16(b).............................................. 33
   Section 5.12   Financing.................................................. 33
ARTICLE 6  CONDITIONS PRECEDENT.............................................. 33
   Section 6.1    Conditions to Each Party's Obligation
                  to Effect the Merger....................................... 33
   Section 6.2    Conditions to Obligation of Parent
                  and Merger Sub............................................. 34
   Section 6.3    Conditions to Obligation of the Company.................... 34
   Section 6.4    Frustration of Closing Conditions.......................... 35
ARTICLE 7  TERMINATION, AMENDMENT AND WAIVER................................. 35
   Section 7.1    Termination................................................ 35
   Section 7.2    Effect of Termination...................................... 36
ARTICLE 8  GENERAL PROVISIONS................................................ 37
   Section 8.1    Amendment.................................................. 37
   Section 8.2    Extension; Waiver.......................................... 37
   Section 8.3    Nonsurvival of Representations and Warranties.............. 38
   Section 8.4    Notices.................................................... 38
   Section 8.5    Interpretation............................................. 38
   Section 8.6    Counterparts............................................... 39
   Section 8.7    Entire Agreement; No Third-Party Beneficiaries............. 39
   Section 8.8    Governing Law.............................................. 39
   Section 8.9    Assignment................................................. 40
   Section 8.10   Consent to Jurisdiction.................................... 40
   Section 8.11   Specific Enforcement....................................... 40
   Section 8.12   Severability............................................... 40

                                      -ii-



                             TABLE OF DEFINED TERMS

1987 Plan..................................................5
1997 Plan..................................................5
affiliate.................................................44
Acquisition Proposal......................................10
Acquisition Transaction...................................33
Agreement..................................................1
Articles of Merger.........................................2
Business Day...............................................2
Certificate................................................3
Closing....................................................1
Closing Date...............................................2
Code......................................................11
Commitment Letter.........................................28
Common Stock...............................................1
Company....................................................1
Company Benefit Plans.....................................11
Company Disposure Letter...................................7
Company Entities...........................................7
Company Entities Proprietary Asset........................21
Company Entity Contract...................................24
Company Material Adverse Effect............................6
Company Subsidiaries.......................................6
Company Subsidiary.........................................6
Confidentiality Agreement.................................34
Continuing Employees......................................36
Contract...................................................6
control...................................................44
Defects...................................................37
Dissenting Shares..........................................3
Effective Time.............................................2
Environmental Claim.......................................18
Environmental Laws........................................18
Equity Plans...............................................5
ERISA.....................................................11
ERISA Affiliate...........................................12
Exchange Act...............................................9
Financial Statements.......................................9
Foreign Antitrust Laws.....................................9
Foreign Plan..............................................11
GAAP.......................................................9
Governmental Entity........................................9
Hazardous Substance.......................................18
HSR Act....................................................9
knowledge.................................................44
Laws......................................................44
Leased Real Property......................................24
Leases....................................................24
Legal Proceeding..........................................44
Liens......................................................7
Material Contract.........................................21
Merger.....................................................1
Merger Consideration.......................................3
Merger Sub.................................................1
Multiemployer Plan........................................13
Multiple Employer Plan....................................13
Option.....................................................5
Option Consideration.......................................5
Owned Real Property.......................................24
Parent.....................................................1
Paying Agent...............................................3
Payment Fund...............................................3
PBCL.......................................................1
Permits...................................................10
Permitted Exceptions......................................37
person....................................................44
Policy....................................................37
Preliminary Report........................................37
Proprietary Asset.........................................20
Proxy Statement........................................... 9
Real Property.............................................25
Real Property Documents...................................25
Recent SEC Documents......................................16
Release...................................................18
Restraints................................................39
Returns...................................................14
SEC........................................................9
SEC Documents..............................................9
Securities Act.............................................9
Shareholder Approval......................................16
Shareholders Meeting......................................34
Subsidiary................................................44
Superior Proposal.........................................33

                                     -iii-



Survey....................................................37
Surviving Corporation......................................1
taxes.....................................................16
Taxing Authority..........................................14
Termination Fee...........................................42
Title Company.............................................37
Voting Agreement...........................................1

                                      -iv-



                          AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), is dated as of
August 21, 2001, by and among Roadway Corporation, a Delaware corporation
("Parent"), Lion Corp., a Pennsylvania corporation and a wholly-owned subsidiary
of Parent ("Merger Sub"), and Arnold Industries, Inc., a Pennsylvania
corporation (the "Company").

                                 R E C I T A L S

          1.   Parent, Merger Sub and the Company intend to effect a merger (the
"Merger") of Merger Sub with and into the Company in accordance with this
Agreement and the Pennsylvania Business Corporation Law (the "PBCL"). Upon
consummation of the Merger, Merger Sub will cease to exist and the Company will
become a wholly-owned subsidiary of Parent.

          2.   The respective Boards of Directors of Parent, Merger Sub and the
Company have approved this Agreement and the Merger.

          3.   In order to induce Parent to enter into this Agreement and to
consummate the Merger, concurrently with the execution and delivery of this
Agreement, Edward H. Arnold and the Parent are entering into a voting agreement
(the "Voting Agreement") pursuant to which Edward H. Arnold has agreed to, among
other things, vote his shares of common stock, par value $1.00 per share, of the
Company ("Common Stock") in favor of the Merger.

          NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

                                    ARTICLE 1

                                   THE MERGER

          Section 1.1  The Merger. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the PBCL, Merger Sub will be
merged with and into the Company at the Effective Time (as defined in Section
1.3) and the separate corporate existence of Merger Sub will thereupon cease.
Following the Effective Time, the Company will be surviving corporation (the
"Surviving Corporation").

          Section 1.2  Closing. The closing of the Merger (the "Closing") will
take place at a time and on a date to be specified by the parties, which is to
be no later than the second Business Day after satisfaction or waiver (subject
to applicable Law (as defined in Section 8.5(e))) of the conditions (excluding
conditions that, by their terms, cannot be satisfied until the Closing Date, but
subject to the satisfaction or waiver of such conditions) set forth in Article
6, unless another time or date is agreed to by the parties to this Agreement.
The Closing will be held at the offices of Jones, Day, Reavis & Pogue, 901
Lakeside Avenue, Cleveland, Ohio 44114, or such other location as the parties to
this Agreement agree to in writing. The date on



which the Closing occurs is hereinafter referred to as the "Closing Date."
"Business Day" means any day other than Saturday, Sunday or any federal holiday.

          Section 1.3  Effective Time. Subject to the provisions of this
Agreement, as soon as practicable on or after the Closing Date, the parties
shall (i) file the articles of merger (the "Articles of Merger") in such form as
is required by and executed in accordance with the relevant provisions of the
PBCL and (ii) make all other filings or recordings required under the PBCL. The
Merger will become effective at such time as the Articles of Merger are duly
filed with the Department of State of the Commonwealth of Pennsylvania, or at
such subsequent date or time as the Company and Merger Sub agree and specify in
the Articles of Merger (the date and time the Merger becomes effective is
hereinafter referred to as the "Effective Time").

          Section 1.4  Effects of the Merger. The Merger will have the effects
set forth in Section 1929 of the PBCL. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, all the property, rights,
privileges, powers and franchises of the Company and Merger Sub will be vested
in the Surviving Corporation, and all debts, liabilities and duties of the
Company and Merger Sub will become the debts, liabilities and duties of the
Surviving Corporation.

          Section 1.5  Articles of Incorporation and Bylaws. The Articles of
Incorporation of the Company, as in effect immediately before the Effective
Time, will be the Articles of Incorporation of the Surviving Corporation, until
thereafter changed or amended as provided therein or by applicable Law; provided
that, at the Effective Time, the Articles of Incorporation of the Company shall
be amended as provided in Exhibit A attached hereto. The Bylaws of Merger Sub,
as in effect immediately before the Effective Time, will be the Bylaws of the
Surviving Corporation, until thereafter changed or amended as provided therein
or by applicable Law.

          Section 1.6  Directors and Officers of the Surviving Corporation. The
directors of Merger Sub immediately prior to the Effective Time will be the
directors of the Surviving Corporation, until the earlier of their death,
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be. The officers of the Company immediately prior to
the Effective Time will be the officers of the Surviving Corporation, until the
earlier of their death, resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.

                                    ARTICLE 2

                    EFFECT OF THE MERGER ON THE CAPITAL STOCK
                        OF THE CONSTITUENT CORPORATIONS;
                      SURRENDER OF CERTIFICATES AND PAYMENT

          Section 2.1  Effect on Capital Stock. At the Effective Time, by virtue
of the Merger and without any action on the part of Parent, Merger Sub, the
Company or any shareholder of the Company:

                                       -2-



          (a)    Cancellation of Treasury Stock and Parent and Merger Sub Owned
Common Stock. Each share of Common Stock that is owned by Parent or Merger Sub
or any other wholly-owned subsidiary of Parent (other than shares of Common
Stock in trust accounts, managed accounts, custodial accounts and the like that
are beneficially owned by third parties) and any Common Stock then held by the
Company or wholly-owned subsidiary of the Company (or held in the Company's
treasury) will automatically be canceled and retired and will cease to exist,
and no consideration will be delivered in exchange therefor.

          (b)    Conversion of Common Stock. Each issued and outstanding share
of Common Stock (other than shares to be canceled in accordance with Section
2.1(a) and shares of Common Stock that are owned by shareholders that have
properly exercised dissenters rights pursuant to Sections 1571 through 1580 and
Section 1930 of the PBCL (the "Dissenting Shares"), will be converted into the
right to receive $21.75, without interest, in cash (the "Merger Consideration").
At the Effective Time, all such shares of Common Stock will no longer be
outstanding and will automatically be canceled and retired and will cease to
exist, and each holder of a certificate representing immediately prior to the
Effective Time such share of Common Stock (the "Certificate") will cease to have
any rights with respect thereto, except the right to receive the Merger
Consideration upon surrender of such Certificate in accordance with Section 2.2.

          (c)    Capital Stock of Merger Sub. At the Effective Time, each share
of common stock of Merger Sub issued and outstanding immediately prior to the
Effective Time will be converted into and become one fully-paid and
nonassessable share of common stock of the Surviving Corporation.

          Section 2.2  Payment and Surrender of Certificates.

          (a)    Paying Agent. Prior to the Effective Time, Merger Sub shall
appoint a paying agent mutually agreeable to the Company and Parent to act as
paying agent (the "Paying Agent") for the payment of the Merger Consideration.
On the Closing Date, Parent shall deposit or shall cause to be deposited with
the Paying Agent, in a separate fund established for the benefit of the holders
of shares of Common Stock for payment in accordance with this Article 2 through
the Paying Agent (the "Payment Fund"), immediately available funds in amounts
necessary to make the payments pursuant to Section 2.1(b) and this Section 2.2
to holders of shares of Common Stock entitled thereto.

          (b)    Payment Procedures. As soon as reasonably practicable after the
Effective Time, Parent shall cause the Paying Agent to mail to each holder of
record of a Certificate or Certificates whose shares were converted into the
right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a
letter of transmittal (which shall specify that delivery will be effected, and
risk of loss and title to the Certificates will pass, only upon delivery of the
Certificates to the Paying Agent and will be in such form and have such other
provisions as the Company and Parent may reasonably specify) and (ii)
instructions for use in surrendering the Certificates in exchange for the Merger
Consideration. Upon surrender of a Certificate for cancellation to the Paying
Agent, together with such letter of transmittal, duly executed, and such other
documents as may reasonably be required by the Paying Agent, the holder of such
Certificate will be entitled to receive in exchange therefor cash in an amount
equal to the product

                                       -3-



of (i) the number of shares of Common Stock represented by such Certificate
multiplied by (ii) the Merger Consideration, and the Certificate so surrendered
will forthwith be canceled. No interest will be paid or accrued on the Merger
Consideration payable upon the surrender of any Certificate. If payment is to be
made to a person other than the person in whose name the surrendered Certificate
is registered, it will be a condition of payment that the Certificate so
surrendered will be properly endorsed or otherwise be in proper form for
transfer and that the person requesting such payment shall (i) pay any transfer
or other taxes required by reason of the payment of the Merger Consideration to
a person other than the registered holder of the surrendered Certificate or (ii)
establish to the satisfaction of the Surviving Corporation that such tax has
been paid or is not applicable.

          (c)    Stock Transfer Books. After the Effective Time, there will be
no further registration of transfers on the stock transfer books of the
Surviving Corporation of shares of Common Stock. If, after the Effective Time,
Certificates are presented to the Surviving Corporation or the Paying Agent for
any reason, they will be canceled and exchanged as provided in this Article 2,
except as otherwise provided by applicable Law. Until surrendered as
contemplated by this Section 2.2, each Certificate (other than Certificates
representing Dissenting Shares and shares cancelled pursuant to Section 2.1(a) )
will be deemed at any time after the Effective Time to represent only the right
to receive upon surrender the Merger Consideration, without interest, that the
holder thereof has the right to receive in respect of such Certificate pursuant
to the provisions of this Article 2.

          (d)    Termination of Payment Fund. Any portion of the Payment Fund
that remains undistributed to holders of the Certificates for six months after
the Effective Time is to be delivered to the Surviving Corporation, upon demand,
and any holders of the Certificates who have not theretofore complied with this
Article 2 shall thereafter look only to the Surviving Corporation for payment of
their claim for the Merger Consideration.

          (e)    No Liability. None of Merger Sub, the Company, the Surviving
Corporation or the Paying Agent will be liable to any person in respect of any
amount properly delivered to a public official pursuant to any applicable
abandoned property, escheat or similar Law. Immediately prior to the date on
which any payment pursuant to this Article 2 would otherwise escheat to or
become the property of any Governmental Entity, such payment will, to the extent
permitted by applicable Law, become the property of the Surviving Corporation,
free and clear of all claims or interests of any person previously entitled
thereto.

          (f)    Lost Certificates. If any Certificate has been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Surviving Corporation, the posting by such person of a bond in such reasonable
amount as the Surviving Corporation may direct as indemnity against any claim
that may be made against it with respect to such Certificate, the Paying Agent
shall issue in exchange for such lost, stolen or destroyed Certificate the
Merger Consideration due to such person pursuant to this Agreement.

          (g)    Withholding Rights. Parent or the Paying Agent will be entitled
to deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of shares of Common Stock such amounts as Parent or the
Agent is required to deduct and

                                       -4-



withhold with respect to the making of such payment under the Code, or any
provision of state, local or foreign tax law. To the extent that amounts are so
withheld and paid over to the appropriate taxing authority by Parent or the
Paying Agent, such withheld amounts will be treated for all purposes of this
Agreement as having been paid to the holder of the shares of Common Stock in
respect of which such deduction and withholding was made by Parent or the Paying
Agent.

          Section 2.3  Company Equity Plans.

          (a)    Option Payments. Each individual who held an option to purchase
shares of Common Stock under the Company's 1997 Stock Option Plan (the "1997
Plan"), and the Company's 1987 Stock Option Plan (the "1987 Plan", and together
with the 1997 Plan, the "Equity Plans"), and had such option cancelled upon the
Effective Time pursuant to the terms of the applicable Equity Plan, whether or
not then exercisable (an "Option"), will be entitled to receive, at the
Effective Time, for each share subject to such Option an amount (subject to any
applicable withholding tax) in cash equal to the difference between the Merger
Consideration and the per share exercise price of such Option to the extent such
difference is a positive number (such amount is hereinafter referred to as the
"Option Consideration"). The Surviving Corporation or Parent shall pay the
Option Consideration within one Business Day following the Effective Time
(provided the Company has delivered by the Effective Time a list of outstanding
Options as of the Effective Time). Pursuant to the terms of the Equity Plans,
upon the Effective Time, the Options will be canceled.

          (b)    Termination of Plans. Prior to the Effective Time, the Company
shall use its reasonable efforts to obtain all necessary consents or releases
from holders of Options under the Equity Plans and take all such other lawful
action as may be necessary (which includes, but is not limited to, satisfying
the requirements of Rule 16B-3(e) promulgated under Section 16 of the Exchange
Act, without incurring any liability in connection therewith) to provide for and
give effect to the transactions contemplated by this Section 2.3. Except as
otherwise agreed to in writing by the parties, (i) the Equity Plans will
terminate as of the Effective Time, and (ii) the Company shall assure that
following the Effective Time no participant in the Equity Plans, or other Plans,
programs or arrangements, will have any right thereunder to acquire equity
securities of the Company, the Surviving Corporation or any subsidiary thereof.

          Section 2.4  Dissenters' Rights. Notwithstanding anything in this
Agreement to the contrary, shares of Common Stock that are issued and
outstanding immediately prior to the Effective Time and that are held by
shareholders of the Company who have complied with all procedures necessary to
assert dissenters rights in the manner provided in Chapter 15 of the PBCL will
not be canceled and converted into the right to receive the Merger
Consideration, unless and until such shareholder has failed to perfect, or
effectively has withdrawn or lost, such shareholder's right to appraisal and
payment under the PBCL, but rather, such shareholder will be entitled to payment
of the fair value of their shares determined and payable in accordance with the
provisions of Chapter 15, Subchapter D of the PBCL. If such shareholder has so
failed to perfect, or effectively has withdrawn or lost such right, the Common
Stock owned by such shareholder will thereupon be deemed to have been canceled
and converted as described in Section 2.1(b) at the Effective Time, and each
share of Common Stock owned by such shareholder will represent solely the right
to receive the Merger Consideration, without interest.

                                       -5-



From and after the Effective Time, no shareholder who has exercised dissenters
rights as provided in Chapter 15, Subchapter D of the PBCL will be entitled to
vote his or her shares of Common Stock for any purpose or to receive payment of
dividends or other distributions with respect to such shares (except dividends
and other distributions payable to shareholders of record at a date that is
prior to the Effective Time). The Company shall give Parent prompt notice and
copies of any written demands for appraisal, attempted withdrawals of such
demands and any other instruments received by the Company relating to
shareholders' rights of appraisal. Parent shall conduct all negotiations and
proceedings with respect to demand for appraisal under the PBCL and the Company
will be entitled to participate therein only as and to the extent requested by
Parent. The Company shall not, except with the prior written consent of Parent,
make any payment with respect to any demands for appraisals of Dissenting
Shares, offer to settle or settle any such demands or approve any withdrawal of
any such demands.

          Section 2.5  Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of the Company or Merger Sub, any
deeds, bills of sale, assignments or assurances and to take and do, in the name
and on behalf of the Company or Merger Sub, any other actions and things to
vest, perfect or confirm of record or otherwise in the Surviving Corporation any
and all right, title and interest in, to and under any of the rights, properties
or assets acquired or to be acquired by the Surviving Corporation as a result
of, or in connection with, the Merger.

                                   ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

          Section 3.1  Representations and Warranties of Company. Except as set
forth in the disclosure letter delivered by the Company to the Merger Sub prior
to the execution of this Agreement (the "Company Disclosure Letter") (each
section of which qualifies the correspondingly numbered representation and
warranty or covenant to the extent specified therein), and except as disclosed
in the SEC Documents (as defined in Section 3.1(e)) filed with the SEC prior to
the date hereof, the Company hereby represents and warrants to Parent and Merger
Sub as follows:

          (a)    Organization, Standing and Corporate Power. The Company and
each of the Company Subsidiaries (as defined in Section 3.1(b)) is a corporation
or other legal entity duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is organized and has the
requisite corporate or other power, as the case may be, and authority: (i) to
conduct its business in the manner in which its business is currently being
conducted; (ii) to own and use its assets in the manner in which its assets are
currently owned and used; and (iii) to perform its obligations under all
Contracts by which it is bound, except any failure to be in good standing that
would not reasonably be expected to have a Company Material Adverse Effect (as
defined below). The Company and each of the Company Subsidiaries is duly
qualified or licensed to do business and is in good standing (with respect to
jurisdictions that recognize such concept) in each jurisdiction in which the
nature of its business or the ownership, leasing or operation of its properties
makes such qualification or licensing necessary, except for those jurisdictions
where the failure to be so qualified or licensed or to be in good standing
individually or in the aggregate has not had or would not reasonably be expected
to have a

                                       -6-



Company Material Adverse Effect (as defined below). "Contract" means any written
or oral agreement, contract, subcontract, lease, instrument, note, option,
warranty, purchase order, license, sublicense or legally binding commitments or
undertakings. An event, inaccuracy, circumstance, change, state of facts, effect
or other matter will be deemed to have a "Company Material Adverse Effect" if
such event, inaccuracy, circumstance, change, state of facts, effect or other
matter had or would reasonably be expected to have a material adverse effect on
(i) the business, financial condition or results of operations of the Company
Entities taken as a whole, or (ii) the ability of the Company to consummate the
Merger or any of the other transactions contemplated by this Agreement or to
perform any of its obligations under this Agreement; provided, however, that any
change, event, inaccuracy, circumstance, state of facts, effect or other matter
relating to the following will not be taken into account in determining whether
there has been or would be a Company Material Adverse Effect: (i) the economy or
financial markets in general; (ii) conditions generally affecting the industry
(or industries) in which any of the Company Entities participates, (iii) the
announcement or pendency of this Agreement, or the transactions contemplated
hereby, and (iv) any changes in GAAP (as defined in Section 3.1(e)).

          (b)    Subsidiaries. Section 3.1(b) of the Company Disclosure Letter
sets forth all the subsidiaries (as defined in Section 8.5(d)) of the Company
(each a "Company Subsidiary," collectively, the "Company Subsidiaries," and
together with the Company, the "Company Entities"). All outstanding shares of
capital stock of, or other equity interests in, each Company Subsidiary (i) have
been validly issued and are fully paid and nonassessable, (ii) are free and
clear of all pledges, adverse claims, liens, options, charges, encumbrances and
security interest of any kind or nature whatsoever (collectively, "Liens") and
(iii) are free of any other restriction (including preemptive rights or any
restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests). All outstanding shares of capital stock (or
equivalent equity interests of entities other than corporations) of each of the
Company Subsidiaries are owned, directly or indirectly, by the Company. The
Company does not, directly or indirectly, own less than 100% of the capital
stock or other equity interest in any person. None of the Company Entities has
agreed to make or is obligated to make, or is bound by any Contract under which
it may become obligated to make, any future investment in or capital
contribution to any other person. None of the Company Entities has, at any time,
been a general partner of any general partnership, limited partnership or other
person.

          (c)    Capital Structure. The authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock. At the close of business on
August 10, 2001: (i) 24,800,816 shares of Common Stock were issued and
outstanding (excluding 5,141,812 shares of Common Stock held in the treasury of
the Company); and (ii) 3,625,000 shares of Common Stock were reserved for
issuance under the Equity Plans. Section 3.1(c) of the Company Disclosure Letter
sets forth the holders of all outstanding Options, and the number of shares that
each holder is entitled to purchase and exercise prices of each grant to such
holders. The Company has delivered to Parent accurate and complete copies of all
stock option plans pursuant to which the Company has stock options outstanding
as of the date hereof and the forms of all stock option agreements evidencing
such options. All outstanding shares of Common Stock have been duly authorized
and are validly issued, fully paid and nonasessable and not subject to or issued
in violation of preemptive rights. All outstanding shares of Common Stock, all
outstanding Options and all outstanding shares of capital stock of each Company
Subsidiary have been issued and granted, as the case may be, in compliance with
(i) all applicable securities

                                       -7-



Laws and other applicable Laws, and (ii) all requirements set forth in
applicable Contracts. Except (i) as set forth above, and (ii) for shares of
Common Stock issued pursuant to Options outstanding on August 21, 2001 that are
described on Schedule 3.1(c) of the Company Disclosure Letter, (x) there are not
issued, reserved for issuance or outstanding (A) any shares of capital stock or
other voting securities of the Company, (B) any securities convertible into or
exchangeable or exercisable for shares of capital stock or voting securities of
the Company, or (C) any warrants, calls, options or other rights to acquire from
the Company, and no obligation of the Company or any Company Subsidiary to
issue, any capital stock, voting securities or securities convertible into or
exchangeable or exercisable for capital stock or voting securities of the
Company and (y) there are no outstanding obligations of the Company or any
Company Subsidiary to repurchase, redeem or otherwise acquire any such
securities or to issue, deliver or sell, or cause to be issued, delivered or
sold, any such securities. Neither the Company nor any Company Subsidiary is a
party to any voting agreement with respect to the voting of any such securities.
There are no outstanding (A) securities convertible into or exchangeable or
exercisable for shares of capital stock or other voting securities or ownership
interests in any Company Subsidiary, (B) warrants, calls, options or other
rights to acquire from the Company or any Company Subsidiary, and no obligation
of the Company or any Company Subsidiary to issue, any capital stock, voting
securities or other ownership interests in, or any securities convertible into
or exchangeable or exercisable for any capital stock, voting securities or
ownership interests in, any Company Subsidiary, or (C) obligations of the
Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any
such outstanding securities of Company Subsidiaries or to issue, deliver or
sell, or cause to be issued, delivered or sold, any such securities. There are
no agreements, arrangements or commitments of any character (contingent or
otherwise) entered into in connection with acquisitions pursuant to which any
person is or may be entitled to receive any payment based on the revenues,
earnings or financial performance of the Company or any Company Subsidiary or
any of their respective assets or calculated in accordance therewith.

          (d)    Authority; Noncontravention. The Company has all requisite
corporate power and authority to enter into this Agreement, and, subject to the
Shareholder Approval (as defined in Section 3.1(k)), to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action on the part of the Company, subject, in the case of the Merger,
to the Shareholder Approval. This Agreement has been duly executed and delivered
by the Company, and, assuming the due authorization, execution and delivery by
Merger Sub and Parent, constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar Laws relating to or affecting creditors generally or by
general equity principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The execution and delivery of
this Agreement do not, and the consummation of the transactions contemplated by
this Agreement will not, (i) conflict with the articles of incorporation or
bylaws or comparable organizational documents of any of the Company Entities,
(ii) result in any breach, violation or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
creation or acceleration of any obligation or right of a third party or loss of
a benefit under, or result in the creation of any Lien upon any of the
properties or assets of the Company Entities

                                       -8-



under, any Contract applicable to, affecting or relating in any way to, the
Company Entities or their respective properties or assets or (iii) subject to
the governmental filings and other matters referred to in the following
sentence, conflict with or violate any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Company Entities or their
respective properties, assets or businesses, other than, in the case of clauses
(ii) and (iii) any such conflicts, violations, defaults, rights, losses or Liens
that, individually or in the aggregate, do not have or would not reasonably be
expected to have a Company Material Adverse Effect or that would not prevent or
materially delay consummation of the transactions contemplated by this
Agreement. No consent, approval, order or authorization of, action by or in
respect of, or registration, declaration or filing with, any federal, state, or
local, foreign or supra-national government, any court, administrative,
regulatory or other governmental agency, commission or authority or any
non-governmental United States or foreign self-regulatory agency, commission or
authority or any arbitral tribunal (each, a "Governmental Entity") is required
by the Company in connection with the execution and delivery of this Agreement
by the Company or the consummation by the Company of the transactions
contemplated hereby, except for: (i) the filing with the Securities and Exchange
Commission (the "SEC") of (A) a proxy statement relating to the Shareholders
Meeting (such proxy statement, as amended or supplemented from time to time, the
"Proxy Statement") and (B) such reports under Section 13(a), 13(d), 15(d) or
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as may be required in connection with this Agreement and the transactions
contemplated hereby; (ii) the filing of the Articles of Merger with the
Department of State of the Commonwealth of Pennsylvania; (iii) the filing of a
premerger notification and report form by the Company under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act");
(iv) the filing and consents as may be required by the antitrust and competition
laws of foreign countries ("Foreign Antitrust Laws"); and (v) such consents,
approvals, orders or authorizations the failure of which to be made or obtained,
individually or in the aggregate, would not have or would not reasonably be
expected to have a Company Material Adverse Effect.

          (e)    SEC Reports and Financial Statements. The Company has filed all
required reports, schedules, forms, statements and other documents (including
exhibits and all other information incorporated therein) under the Securities
Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the
SEC (as such reports, schedules, forms, statements and documents have been
amended since the time of their filing, collectively, the "SEC Documents"). As
of their respective dates, or if amended or superseded prior to the date hereof,
as of the date of the last such amendment or filing, the SEC Documents complied
in all material respects with the requirements of the Securities Act or the
Exchange Act, as the case may be, and the rules and regulations of the SEC
promulgated thereunder applicable to such SEC Documents, and none of the SEC
Documents when filed, or as so amended, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents (the "Financial
Statements") (i) comply as to form, as of their respective date of filing with
the SEC, in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, (ii) have
been prepared in accordance with United States generally accepted accounting
principles ("GAAP") (except, in the case of unaudited statements) applied on a
consistent basis during the periods involved (except as may be indicated in the
notes thereto), and (iii) fairly present in all material respects

                                       -9-



the consolidated financial position of the Company and its consolidated
subsidiaries as of the dates thereof and the consolidated statement of income,
cash flows and stockholders' equity for the periods then ended (subject, in the
case of unaudited statements, to normal recurring year-end audit adjustments).

          (f)    Absence of Certain Changes or Events. Except for liabilities
incurred in connection with this Agreement or the transactions contemplated
hereby, since December 31, 2000, (i) the Company Entities have conducted their
respective operations only in the ordinary course consistent with past practice,
(ii) there has not been a Company Material Adverse Effect and no event has
occurred or circumstance has arisen that, in combination with any other events
or circumstances, would reasonably be expected to have a Company Material
Adverse Effect, (iii) the Company Entities have not taken action that if taken
after the date of this Agreement would constitute a violation of Section 4.1,
and (iv) none of the Company Entities has received any Acquisition Proposal.
"Acquisition Proposal" means any offer, proposal, inquiry or indication of
interest (other than an offer, proposal, inquiry or indication of interest by
Parent) contemplating or otherwise relating to any Acquisition Transaction (as
defined in Section 4.2(e)).

          (g)    Compliance with Applicable Laws; Litigation; Orders.

          (i)    Except for violations of Environmental Laws (which are the
     subject of Section 3.1(m)), each of the Company Entities is in compliance
     in all material respects with all applicable Laws and the operations of the
     Company Entities have not been and are not being conducted in violation of
     any Permit (as defined below). None of the Company Entities has received
     any notice, or has knowledge, of any claim regarding any actual or possible
     violation of, or failure to comply with, any applicable Law.

          (ii)   The Company Entities hold all material licenses, permits,
     variances, consents, authorizations, waivers, grants, franchises,
     concessions, exemptions, orders, registrations and approvals of
     Governmental Entities or other persons necessary for the conduct of their
     respective businesses as currently conducted ("Permits"). All such Permits
     are valid and in full force and effect. Each Company Entity is in
     substantial compliance with the terms and requirements of such Permits.
     None of the Company Entities has received notice that any Permit will be
     terminated or modified or cannot be renewed in the ordinary course of
     business, and the Company has no knowledge of any reasonable basis for any
     such termination, modification or nonrenewal. The execution, delivery and
     performance of this Agreement and the consummation of the transactions
     contemplated hereby do not and will not violate any Permit, or result in
     any termination, modification or nonrenewals thereof.

          (iii)  (a) no Legal Proceeding involving a claim alleging damages in
     excess of $100,000 is pending or, to the knowledge of the Company,
     threatened and (b) none of the Company Entities (or any of their respective
     properties) is subject to any order, writ, injunction, judgment or decree
     with respect to the Company or any Company Subsidiary or any of their
     respective properties.

          (h)  ERISA Compliance.

                                      -10-



          (i)    Schedule 3.1(h)(i) of the Company Disclosure Letter sets forth
     a true and complete list of each United States collective bargaining
     agreement and any United States bonus, pension, profit sharing, deferred
     compensation, incentive compensation, stock ownership, stock purchase,
     stock option, phantom stock, retirement, vacation, employment, disability,
     death benefit, hospitalization, medical, life, severance or other plan,
     agreement, arrangement or understanding, or change of control agreement
     providing benefits to any current or former employee, officer or director
     of the Company or any Company Subsidiary or to which the Company or any
     Company Subsidiary contributes or is obligated to contribute (collectively,
     the "Company Benefit Plans"). For purposes of this Agreement, the term
     "Foreign Plan" means each plan, agreement, arrangement or understanding
     that is subject to or governed by the laws of any jurisdiction other than
     the United States, and which would have been treated as a Company Benefit
     Plan had it been a United States plan, agreement, arrangement or
     understanding. Schedule 3.1(h)(i) sets forth a true and complete list of
     each Foreign Plan. Other than pursuant to the terms of the Company Benefit
     Plans or under applicable Laws, the Company has no material liability with
     respect to any plan, arrangement or practice of the type described in this
     paragraph that is not appropriately disclosed on the Company Financial
     Statements.

          (ii)   Each Company Benefit Plan has been administered in all material
     respects in accordance with its terms, all applicable laws, including the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
     the Internal Revenue Code of 1986, as amended (the "Code"), and the terms
     of all applicable collective bargaining agreements. Each Company Benefit
     Plan that is intended to be qualified under Section 401(a) of the Code has
     received a favorable determination letter from the Internal Revenue
     Service. To the Company's Knowledge, no fact or event has occurred that is
     reasonably likely to materially adversely affect the qualified status of
     any such Company Benefit Plan or the exempt status of any such trust, and
     all contributions to, and payments from, such Company Benefit Plans that
     are required to be made in accordance with such Company Benefit Plans,
     ERISA or the Code have been timely made, or are appropriately reflected on
     the Company's Financial Statements. Each Company Benefit Plan intended to
     meet the requirements of Section 501(c)(9) of the Code meets such
     requirements in all material respects and provides no disqualified benefits
     (as defined in Section 4976(b) of the Code.

          (iii)  Neither the Company nor any trade or business, whether or not
     incorporated, which, together with the Company, would be deemed to be a
     "single employer" within the meaning of Section 4001(b) of ERISA (an "ERISA
     Affiliate") has incurred any liability under Title IV of ERISA or 4971 of
     the Code, or has a current failure to meet the minimum funding standards of
     Section 302 of ERISA or Section 412 of the Code.

          (iv)   No Company Benefit Plan provides medical benefits (whether or
     not insured) with respect to current or former employees or officers or
     directors after retirement or other termination of service except as
     required by applicable Laws.

                                      -11-



          (v)    The consummation of the transactions contemplated by this
     Agreement will not, either alone or in combination with another event, (A)
     entitle any current or former employee, officer or director of the Company
     to severance pay, unemployment compensation or any other payment, except as
     expressly provided in this Agreement, or (B) accelerate the time of payment
     or vesting, or increase the amount of compensation due any such employee,
     officer or director.

          (vi)   Neither the Company nor any Company Subsidiary is a party to
     any agreement, contract or arrangement (including this Agreement) that
     could result, separately or in the aggregate, in the payment of any "excess
     parachute payments" within the meaning of Section 280G of the Code. No
     Company Benefit Plan provides for the reimbursement of excise taxes under
     Section 4999 of the Code or any income taxes under the Code.

          (vii)  With respect to each Company Benefit Plan, the Company has
     delivered or made available to Parent a true and complete copy of: (A) each
     writing constituting a part of such Company Benefit Plan, including,
     without limitation, all Company Benefit Plan documents, and trust
     agreements; (B) the most recent Annual Report (Form 5500 Series) and
     accompanying schedule, if any; (C) the most recent annual financial report,
     if any; (D) the most recent actuarial report, if any; and (E) the most
     recent determination letter from the Internal Revenue Service, if any.
     Except as specifically provided in the foregoing documents delivered or
     made available to Parent, there are no amendments to any Company Benefit
     Plan that have been adopted or approved nor has the Company or any Company
     Subsidiary undertaken to make any such amendments or to adopt or approve
     any new Company Benefit Plan.

          (viii) No Company Benefit Plan is a multiemployer plan (as defined in
     Section 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a plan that has
     two or more contributing sponsors at least two of whom are not under common
     control, within the meaning of Section 4063 of ERISA (a "Multiple Employer
     Plan"). None of the Company, the Company Subsidiaries nor any of their
     respective ERISA Affiliates has, at any time during the last six years,
     contributed to or been obligated to contribute to any Multiemployer Plan or
     Multiple Employer Plan. None of the Company, the Company Subsidiaries nor
     any ERISA Affiliates has incurred any material withdrawal liability under a
     Multiemployer Plan that has not been satisfied in full.

          (ix)   There are no pending or threatened claims (other than claims
     for benefits in the ordinary course), lawsuits or arbitrations that have
     been asserted or instituted, or to the Company's knowledge, no set of
     circumstances exists that may reasonably give rise to a claim or lawsuit,
     against the Company Benefit Plans, any fiduciaries thereof with respect to
     their duties to the Company Benefit Plans or the assets of any of the
     trusts under any of the Company Benefit Plans that have resulted in or
     could reasonably be expected to result in any material liability of the
     Company or any Company Subsidiaries to the Pension Benefit Guaranty
     Corporation, the United States Department of Treasury, the United States
     Department of Labor, any Multiemployer Plan, any Company Benefit Plan or
     any participant in a Company Benefit Plan.

                                      -12-



          (x)    With respect to each Foreign Plan: (A) all amounts required to
     be reserved under each book reserved Foreign Plan have been so reserved in
     accordance with reasonable accounting practices prevailing in the country
     where such Foreign Plan is established; (B) each Foreign Plan required to
     be registered with a Governmental Entity has been registered, has been
     maintained in good standing with the appropriate Governmental Entities, and
     has been maintained and operated in accordance with its terms and
     applicable Law; and (C) the fair market value of the assets of each funded
     Foreign Plan that is a defined pension plan (or termination indemnity
     plan), and the liability of each insurer for each Foreign Plan that is a
     defined benefit pension plan (or termination indemnity plan) and is funded
     through insurance or the book reserve established for each Foreign Plan
     that is a defined benefit pension plan (or termination indemnity Plan) that
     utilizes book reserves, together with any accrued contributions, is
     sufficient to procure or provide for the liability for accrued benefits
     with respect to those current and former employees of the Company and the
     Company Subsidiaries that participate in such Foreign Plan according to the
     reasonable actuarial or other applicable assumptions and valuations most
     recently used to determine employer contributions to or the funded status
     or book reserve of such Foreign Plans.

          (i)    Taxes. Except to the extent that it would constitute a Company
Material Adverse Effect (taking all years described in this Section 3.1(i) as a
whole)

                 (A)  All tax returns, statements, reports and forms (including
          estimated tax or information returns and reports) due to be filed with
          any Governmental Entity responsible for the imposition of any tax (a
          "Taxing Authority") with respect to any tax period (or portion
          thereof) ending on or before the date hereof by or on behalf of the
          Company and Company Subsidiary (collectively, the "Returns") have, to
          the extent required to be filed on or before the date hereof, been
          filed when due in accordance with all applicable Laws.

                 (B)  All taxes due with respect to all periods (or portions
          thereof) covered by the Returns (whether or not shown as due and
          payable on the Returns that have been filed) have been timely paid,
          withheld and remitted to the appropriate Taxing Authority or provided
          for in the Financial Statements.

                 (C)  There is no action, suit or proceeding now pending and no
          claim, audit or investigation now pending or, any action, suit, claim,
          audit or investigation threatened against or with respect to the
          Company or the Company Subsidiaries in respect of any tax.

                 (D)  There are no liens for taxes upon the assets of the
          Company and its Company Subsidiaries, except liens for current taxes
          not yet due.

                 (E)  The Company and the Company Subsidiaries have withheld and
          paid all taxes required to have been withheld and paid in connection
          with amounts paid or owing to any employee, independent contractor,
          creditor, stockholder or other third party.

                                      -13-



                 (F)  Neither the Company nor any Company Subsidiary has ever
          been a party to any transaction characterized as a "safe harbor" lease
          under the Internal Revenue Code or has ever filed an election under
          section 341(f) of the Code.

                 (G)  There is no basis on which the Internal Revenue Service
          could successfully require the Company or any Company Subsidiary to
          change any of the accounting methods it uses in determining its
          taxable income or liability for taxes, and there has been no such
          change in the five years preceding the date hereof.

                 (H)  Neither the Company nor any Company Subsidiary has, within
          four years of the date hereof, been either the distributing
          corporation or the controlled corporation in a transaction intended to
          qualify as a tax-free transaction under section 355 of the Code.

                 (I)  Neither the Company nor any of the Company Subsidiaries
          has any liability for taxes of any person (other than the Company and
          the Company Subsidiaries under Treasury Regulation Section 1.1502-6
          (or any comparable provision of state or local or foreign Law)), and

                 (J)  Neither the Company nor any Company Subsidiary is a party
          to any agreement relating to the allocation or sharing of taxes.

          As used in this Agreement, "tax" or "taxes" include all federal, state
or local or foreign net and gross income, alternative or add-on minimum,
environmental, gross receipts, ad valorem, value added, goods and services,
capital stock, profits, license, single business, employment, severance, stamp,
unemployment, customs, property, sales, excise, use, occupation, service,
transfer, payroll, franchise, withholding and other taxes or similar
governmental duties, charges, fees, levies or other assessments, including any
interest, penalties or additions with respect thereto.

          (j)    State Takeover Statutes. The Board of Directors of the Company
(at a meeting duly called and held) has (i) unanimously determined that the
Merger is fair and in the best interests of the Company and its shareholders,
(ii) unanimously authorized and approved the execution, delivery and performance
of this Agreement by the Company and unanimously approved the Merger, and (iii)
unanimously recommended the adoption of this Agreement by the holders of Common
Stock and directed that this Agreement and the Merger be submitted for
consideration by the Company's shareholders at the Shareholders Meeting (as
defined in Section 5.1(b)). The Board of Directors of the Company authorized
this Agreement and the transactions contemplated hereby and thereby, including
the Merger, prior to Parent or Merger Sub becoming an "interested shareholder"
as defined in Section 2553 of the PBCL. Other than opting out of any of the
subchapters of the PBCL, the Company has taken all action necessary to render
the provisions of any anti-takeover statute, rule or regulation that may be
applicable to the transactions contemplated by this Agreement (including Section
2538 and Subchapters E, F, G, H, I and J of Chapter 25 of the PBCL but excluding
the provisions of Subchapter D of Chapter 15) inapplicable to Parent, Merger Sub
and their respective affiliates, and to the Merger and this Agreement and the
transactions contemplated hereby and thereby. As a result of the foregoing

                                      -14-



actions, the only corporate action required to authorize the Merger is the
Shareholder Approval and no further action is required to authorize the Merger
and the transactions contemplated by this Agreement.

          (k)    Voting Requirement. The affirmative vote of a majority of the
votes cast by all shareholders entitled to vote at the Shareholders Meeting (the
"Shareholder Approval") is the only vote of the holders of any class or series
of the Company's capital stock necessary to adopt and approve this Agreement,
the Merger and the transactions contemplated hereby.

          (l)    Brokers. Except for Morgan Stanley Dean Witter, whose fees,
commissions and expenses are the sole responsibility of the Company, no broker,
investment banker, financial advisor or other person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company. The Company has furnished to
Parent accurate and complete copies of all agreements under which any such fees,
commissions or other amounts have been paid to or may become payable to Morgan
Stanley Dean Witter and all indemnification and other agreements related to the
engagement of Morgan Stanley Dean Witter.

          (m)    Environmental Matters.

          (i)    The Company Entities are in compliance in all material respects
     with all applicable Environmental Laws.

          (ii)   There are no written (or, to the knowledge of the Company,
     other) Environmental Claims pending or, to the knowledge of the Company,
     threatened, against the Company or any of the Company Subsidiaries.

          (iii)  Prior to and during the period of ownership, lease or operation
     by the Company or the Company Subsidiaries, to the knowledge of the
     Company, no Hazardous Substance was released onto or from or disposed of on
     to any currently or previously owned, leased or operated property.

          (iv)   None of the Company or the Company Subsidiaries has received
     from any Governmental Entity or other third party any written (or, to the
     knowledge of the Company, oral) notice that any of them is or may be a
     potentially responsible party in respect of or may otherwise bear liability
     for any actual or threatened Release of Hazardous Substance at any site or
     facility that is or has been listed on the National Priorities List, the
     Comprehensive Environmental Response, Compensation and Liability
     Information System or any similar or analogous federal, state, provincial,
     territorial, municipal, county, or local list, schedule, inventory or
     database of Hazardous Substance sites or facilities.

          (v)    None of the Company or the Company Subsidiaries has transported
     wastes or spent materials for recycling, treatment, storage or disposal.

          (vi)   None of the property owned by the Company or the Company
     Subsidiaries contains any asbestos-containing material, equipment or
     containers containing

                                      -15-



     polychlorinated biphenyls, or underground storage tank systems, nor is the
     Company or the Company Subsidiaries responsible for the repair, removal or
     replacement of such material, equipment, containers or tank systems at any
     other property.

          (vii)  As used in this Agreement:

                 (A)  the term "Environmental Claim" means any written demand,
          lawsuit, action, proceeding, arbitration, investigation or notice to
          any of the Company Entities by any person alleging any potential
          liability (including, without limitation, potential liability for
          investigatory costs, cleanup costs, governmental response costs,
          natural resource damages, or penalties) arising out of any
          Environmental Law;

                 (B)  the term "Environmental Laws" means all Laws relating to
          protection of the environment or human health, including any Law
          relating to Releases or threatened Releases of Hazardous Substances,
          or to the manufacture, generation, processing, distribution, use,
          sale, treatment, receipt, storage, disposal, transport or other
          handling of Hazardous Substances, including the Comprehensive
          Environmental Response, Compensation and Liability Act and the
          Resource Conversation and Recovery Act, and the Occupational Safety
          and Health Act;

                 (C)  the term "Hazardous Substance" means (1) pollutants,
          contaminants, hazardous wastes, toxic substances, and oil and
          petroleum products, (2) any substance that is or contains friable
          asbestos, urea formaldehyde foam insulation, polychlorinated
          biphenyls, petroleum or petroleum-derived substances or wastes, radon
          gas, (3) any substance that is defined, listed or identified as a
          "hazardous waste" or "hazardous substance" or as toxic, explosive,
          corrosive, flammable, infectious, radioactive, carcinogenic,
          mutagenic, or otherwise hazardous under any Environmental Law;

                 (D)  the term "Release" means any releasing, disposing,
          discharging, injecting, spilling, leaking, pumping, dumping, emitting,
          escaping, emptying, migration, transporting or placing, including into
          or upon, any land, soil, surface water, ground water or air, or
          otherwise entering into the environment.

          (n)    No Company Rights Agreement. The Company is not subject to a
shareholder rights agreement, poison pill or similar obligation, agreement, plan
or arrangement.

          (o)    Proxy Statement. The Proxy Statement at the date mailed to
Company shareholders and at the time of the Shareholders Meeting (i) will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they are made, not
misleading and (ii) will comply in all material respects with the provisions of
the Exchange Act and the rules and regulations thereunder; except that no
representation is made by the Company with respect to statements made in the
Proxy Statement based on information supplied in writing by Parent or Merger Sub
specifically for inclusion in the Proxy Statement.

                                      -16-



          (p)    Proprietary Assets. Except as would not reasonably be expected
to have a Company Material Adverse Effect: (a) the Company and each of the
Company Subsidiaries owns, or is licensed to use (in each case, free and clear
of any Liens), any Intellectual Property (as defined below) necessary for the
conduct of its business as currently conducted; (b) to the knowledge of the
Company, the use of any Intellectual Property by the Company and the Company
Subsidiaries does not infringe on or otherwise violate the rights of any Person
and is in accordance with any applicable license pursuant to which the Company
or any Company Subsidiary acquired the right to use any Intellectual Property;
(c) to the knowledge of the Company, no person is challenging, infringing on or
otherwise violating any right of the Company or any of the Company Subsidiaries
with respect to any Intellectual Property owned by and/or licensed to the
Company or any Company Subsidiaries; and (d) neither the Company nor any Company
Subsidiaries has received any written notice of any pending claim with respect
to any Intellectual Property used by the Company and any Company Subsidiaries
and to its knowledge no Intellectual Property owned and/or licensed by the
Company or any Company Subsidiary is being used or enforced in a manner that
would result in the abandonment, cancellation or unenforceability of such
Intellectual Property. For purposes of this Agreement, "Intellectual Property"
means trademarks, service marks, brand names, certification marks, trade dress
and the goodwill associated with the foregoing and registrations in any
jurisdiction of, and applications in any jurisdiction to register, the
foregoing, including any extension, modification or renewal of any such
registration or application; inventions, discoveries and ideas, whether
patentable or not, in any jurisdiction; patents, applications for patents
(including, without limitation, divisions, continuations, continuations in part
and renewal applications), and any renewals, extensions or reissues thereof, in
any jurisdiction; trade secrets and rights in any jurisdiction to limit the use
or disclosure thereof by any person; copyrights in any jurisdiction;
registrations or applications for registration of copyrights in any
jurisdiction, and any renewals or extensions thereof; and any claims or causes
of action arising out of or relating to any infringement or misappropriation of
any of the foregoing.

          (q)    Option of Financial Advisor. The Company's Board of Directors
has received the opinion of Morgan Stanley Dean Witter, dated the date of this
Agreement, to the effect that, as of such date, the Merger Consideration is fair
from a financial point of view to holders of shares of Common Stock. A signed
copy of such opinion will be made available to Parent promptly after the date
hereof.

          (r)    Labor Agreements. Schedule 3.1(r) of the Company Disclosure
Letter sets forth a true and complete list of each collective bargaining
agreement or other labor agreement with any union or labor organization to which
the Company or any of the Company Subsidiaries is a party in the United States.
To the knowledge of the Company, neither the Company nor any Company Subsidiary
knows of any activity or proceeding of any labor organization (or representative
thereof) to organize any of its or their employees. Except as would not
reasonably be expected to have a Material Adverse Effect, the Company and the
Company Subsidiaries are not, and have not been, subject to any pending, or to
the knowledge of the Company, threatened (i) unfair labor practice, employment
discrimination or other complaint, (ii) strike, lockout or dispute, slowdown or
work stoppage or (iii) claim, suit, action or governmental investigation, in
respect of which any director, officer, employee or agent of the Company or any
of the Company Subsidiaries is or may be entitled to claim indemnification from
the Company or any Company Subsidiary. To the knowledge of the Company, no event
has occurred or circumstances exists

                                      -17-



that could provide the basis for any work stoppage or other labor dispute other
than stoppages or disputes that would not reasonably be expected to have a
Company Material Adverse Effect. The Company and each Company Subsidiary has
complied in all material respects with all Laws relating to employment, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
collective bargaining, the payment of social security and similar taxes,
occupational safety and health, and plant closing other than such noncompliance
that would not reasonably be expected to have a Company Material Adverse Effect.
Neither the Company nor any Company Subsidiary is liable for the payment of any
compensation, damages, taxes, fines, penalties, or other amounts, however
designated, for failure to comply with any of the foregoing other than the
payment of amounts that would not reasonably be expected to have a Company
Material Adverse Effect.

          (s)    Contracts. As of the date hereof, neither the Company nor any
Company Subsidiary is a party to or bound by (i) any "material contract" (as
such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (ii)
any non-competition agreement or any other agreement or arrangement that limits
or otherwise restricts the Company or any Company Subsidiary or that would,
after the Effective Time, to the knowledge of the Company, limit or restrict the
Surviving Corporation or any of its subsidiaries from engaging or competing in
any line of business or in any geographic area.

          (t)    Real Property; Assets.

          (i)    Section 3.1(t)(i) of the Company Disclosure Letter contains a
     true and complete list of each parcel of real property owned by the Company
     and the Company Subsidiaries (the "Owned Real Property"). The Company or a
     Company Subsidiary has good and marketable fee simple title to all such
     Owned Real Property. The Company has made available to Parent true and
     complete copies of all documents evidencing the ownership interest of the
     Company in the Owned Real Property.

          (ii)   Section 3.1(t)(ii) of the Company Disclosure Letter contains a
     true and complete list and brief description of all material real property
     leased by the Company and the Company Subsidiaries, all of which are
     hereinafter referred to as the "Leased Real Property." The Company or a
     Company Subsidiary has a valid leasehold interest in or valid rights to all
     Leased Real Property. The Company has made available to Parent true and
     complete copies of all leases of the Leased Real Property (the "Leases").
     No option, extension or renewal has been exercised under any Lease except
     options, extensions or renewals whose exercise has been evidenced by a
     written document, a true and complete copy of which has been made available
     to Parent with the corresponding Lease. Each of the Company and the Company
     Subsidiaries has complied in all material respects with and is not in
     material default under the terms of all Leases to which it is a party and
     under which it is in occupancy, and all such Leases are valid and in full
     force and effect. The lessors under the Leases to which the Company or a
     Company Subsidiary is a party have complied in all material respects with
     and are not in material default under the terms of their respective Leases.
     Each of the Company and the Company Subsidiaries enjoys peaceful and
     undisturbed possession under all such Leases.

                                      -18-



          (iii)  None of the Owned Real Property Leases or Lease Real Property
     is subject to any Liens (whether absolute, accrued, contingent or
     otherwise) except for Permitted Liens. "Permitted Liens" means,
     collectively, (i) liens or other encumbrances securing real estate taxes
     and assessments, all of which are not yet due and payable or which are
     currently being contested in good faith or (ii) liens or other encumbrances
     of a character that do not materially detract from the value of the real
     property subject thereto, or materially impair the operation of the Company
     or its subsidiaries or detract from its business.

          (iv)   The Company has good and valid title to all material personal
     property, improvements on the Owned Real Property, assets and rights
     relating to or used or held for use in connection with the business of the
     Company and the Company Subsidiaries and such material personal property,
     improvements, assets and rights comprise all of the assets required for the
     conduct of the business of the Company and the Company Subsidiaries as
     currently being conducted.

          (v)    With respect to the Owned Real Property and the Leased Real
     Property (collectively, the "Real Property"):

                 (A)  Regarding all documents which evidence, secure or
          otherwise relate to the Real Property (collectively, the "Real
          Property Documents"): (a) there is no material default (or alleged
          default) thereunder by any of the parties thereto, nor has any event
          occurred which, with the passage of time or notice, or both, would
          constitute a material default thereunder or a violation of the terms
          (or permit the termination) thereof; and (b) none of the transactions
          or documents required or contemplated by this Agreement will
          constitute or create a default or event of default thereunder (or
          permit the termination thereof or require third party approval or
          other action pursuant thereto); and none of the Real Property
          Documents will be amended or terminated by any of the Company Entities
          without the prior written consent of Parent;

                 (B)  None of the Company Entities has leased or sublet, as
          lessor or sublessor, and no third party is in possession of, or has
          the right of use of occupancy of any portion of, any of the Real
          Property, and neither the whole nor any portion of any tract of the
          Real Property has been condemned, requisitioned or otherwise taken by
          any Governmental Entity and, to the knowledge of each of the Company
          Entities, no such condemnation, requisition or taking is threatened or
          contemplated;

                 (C)  Each Real Property comprises a single contiguous parcel of
          land with no intervening strips, parcels or easements between such
          Real Property and the public roads adjacent to such Real Property.

                 (D)  No written notice of any increase in the assessed
          valuation of the Real Property, and no written notice of any
          contemplated special assessment, has been received by any of the
          Company Entities and, to the knowledge of each of

                                      -19-



          the Company Entities, there is no threatened special assessment
          pertaining to any of the Real Property.

                 (E)  There are no contracts or agreements to which any of the
          Company Entities is a party, or by which any of the Real Property is
          bound, granting to any person the right of use or occupancy of any
          portion of the Real Property; and

                 (F)  All accounts for work and services performed and materials
          placed or furnished upon or in respect of the Real Property at the
          request of any of the Company Entities are fully paid and satisfied
          and no person is entitled to a claim of any mechanics or materialman's
          liens.

          (u)    Liabilities. None of the Company Entities has any accrued,
contingent or other liabilities of any nature, either matured or unmatured,
other than those liabilities that would not reasonably be expected to have a
Company Material Adverse Effect, except for: (i) liabilities, as and to the
extent disclosed or reserved against, on the Company's audited December 31, 2000
balance sheet incorporated by reference in its Annual Report of Form 10-K filed
with the SEC for the fiscal year ended December 31, 2000 or the notes thereto;
and (ii) liabilities that have been incurred by the Company Entities since
December 31, 2000 in the ordinary course of business and consistent with past
practices.

          (v)    Certain Business Practices. None of the Company Entities nor
any director, officer, agent or employee of any of the Company Entities has (i)
used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees or to foreign or
domestic political parties or campaigns or violated any provision of the Foreign
Corrupt Practices Act of 1977, as amended, or (iii) made any other unlawful
payment other than those payments that would not reasonably be expected to have
a Company Material Adverse Effect.

          (w)    Insurance. The Company has delivered to Parent a copy of all
material insurance policies and all material self insurance programs and
arrangements relating to the business, assets and operations of the Company
Entities. Each of such insurance policies is in full force and effect. Since
January 1, 2000, none of the Company Entities has received any notice or other
communication regarding any actual or possible (i) cancellation or invalidation
of any insurance policy, (ii) refusal of any coverage or rejection of any
material claim under any insurance policy, or (iii) material adjustment in the
amount of the premiums payable with respect to any insurance policy. There is no
pending workers' compensation or other claim under or based upon any insurance
policy of any of the Company Entities.

          (x)    Transactions with Affiliates. Between the date of the Company's
last proxy statement filed with the SEC and the date of this Agreement, no event
has occurred that would be required to be reported by the Company pursuant to
Item 404 of Regulation S-K promulgated by the SEC.

                                      -20-



          (y)    No Existing Discussions. None of the Company Entities, and no
representative of any of the Company Entities, is engaged, directly or
indirectly, in any discussions or negotiations with any other person relating to
an Acquisition Proposal.

          Section 3.2  Representations and Warranties of Parent and Merger Sub.
Parent and Merger Sub hereby represent and warrant to the Company as follows:

          (a)    Organization and Standing. Each of Parent and merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, in the case of Parent, and the Commonwealth of
Pennsylvania, in the case of Merger Sub.

          (b)    Authority; Noncontravention. Parent and Merger Sub have all
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated by this Agreement. The execution and
delivery of this Agreement by Parent and Merger Sub, and the consummation by
Parent and Merger Sub of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Parent and Merger
Sub. This Agreement has been duly executed and delivered by Parent and Merger
Sub, and, assuming the due authorization, execution and delivery by the Company,
constitutes a legal, valid and binding obligation of each of Parent and Merger
Sub, as applicable, enforceable against Parent and Merger Sub in accordance with
its terms. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of this Agreement, will not conflict with the respective
certificate of incorporation or bylaws or comparable organizational documents of
Parent and Merger Sub. No consent, approval, order or authorization of, action
by or in respect of, or registration, declaration or filing with, any
Governmental Entity is required by Parent and Merger Sub in connection with the
execution and delivery of this Agreement by Parent and Merger Sub or the
consummation by Parent and Merger Sub of the transactions contemplated hereby,
except for (i) the filing of a premerger notification and report form under the
HSR Act; (ii) the filing of the Articles of Merger with the Department of State
of the Commonwealth of Pennsylvania; (iii) the filings and consents as may be
required by Foreign Antitrust Laws; and (iv) such consents, approvals, orders or
authorizations the failure of which to be made or obtained, individually or in
the aggregate, would not reasonably be expected to prevent or delay the
consummation by Parent or Merger Sub of the transactions contemplated by this
Agreement.

          (c)    Brokers. Except for Credit Suisse First Boston, whose fees,
commissions and expenses are the sole responsibility of Parent and Merger Sub,
no broker, investment banker, financial advisor or other person is entitled to
any broker's, finder's, financial advisor's or other similar fee or commission
in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Merger Sub or Parent.

          (d)    Financing. Parent and Merger Sub, collectively, have obtained
written commitments (the "Commitment Letter") from Credit Suisse First Boston to
provide any required financing in an amount not less than the full amount of the
Merger Consideration and the Option Consideration, a copy of which has been
provided by Parent to the Company. As of the date of this Agreement, neither
Parent nor Merger Sub is aware of any facts or circumstances that (i) contradict
or are in conflict with the terms and conditions set forth in the Commitment

                                      -21-



Letter or (ii) create a reasonable basis for either Parent or Merger Sub to
believe that it will not be able to obtain financing in accordance with the
terms of the Commitment Letter.

          (e)    Information in Proxy Statement. None of the information
supplied by Parent or Merger Sub for inclusion in the Proxy Statement will, on
the date the Proxy Statement is mailed to shareholders and at the time of the
Shareholders Meeting, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statement therein, in the light of the circumstances under which they
are made, not misleading.

          (f)    Parent SEC Reports and Financial Statements. Parent has filed
all required reports, schedules, forms, statements and other documents
(including exhibits and all other information incorporated therein) under the
Securities Act, and the Exchange Act, with the SEC (as such reports, schedules,
forms, statements and documents have been amended since the time of their
filing, collectively, the "Parent SEC Documents"). As of their respective dates,
or if amended or superseded prior to the date hereof, as of the date of the last
such amendment or filing, the Parent SEC Documents complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as the
case may be, and the rules and regulations of the SEC promulgated thereunder
applicable to such Parent SEC Documents, and none of the Parent SEC Documents
when filed, or as so amended, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The financial statements of Parent
included in the Parent SEC Documents (i) comply as to form, as of their
respective date of filing with the SEC, in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, (ii) have been prepared in accordance with GAAP (except, in the
case of unaudited statements applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto), and (iii) fairly
present in all material respects the consolidated financial position of Parent
and its consolidated subsidiaries as of the dates thereof and the consolidated
statement of income, cash flows and stockholders' equity for the periods then
ended (subject, in the case of unaudited statements, to normal recurring
year-end audit adjustments).

                                   ARTICLE 4

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

          Section 4.1  Conduct of Business.

          (a)    Conduct of Business by the Company. Except as consented to in
writing by Parent, during the period from the date of this Agreement to the
Effective Time, the Company shall carry on its business, and shall cause the
Company Subsidiaries to carry on their respective businesses, in the ordinary
course consistent with past practice and, to the extent consistent therewith,
use all reasonable efforts to keep available the services of its current
officers and other key employees and preserve its relationships with customers,
suppliers, distributors and other persons having business dealings with them.
Without limiting the generality of the foregoing (but subject to the above
exceptions), during the period from the date of this Agreement to the Effective
Time, the Company shall not, and shall not permit any Company Subsidiary, to:

                                      -22-



          (i)    (A) other than dividends and distributions by a direct or
     indirect wholly-owned Company Subsidiary to its parent or the Company's
     regularly scheduled quarterly dividend in accordance with past practice,
     declare, set aside or pay any dividends on, or make any other distributions
     in respect of, any of its capital stock, or (B) split, combine or
     reclassify any of its capital stock or issue or authorize the issuance of
     any other securities in respect of, in lieu of or in substitution for
     shares of its capital stock, except for issuances of Common Stock upon the
     valid exercise of the Options or other rights under the Equity Plans, in
     each case which are disclosed on Schedule 3.1(c) of the Company Disclosure
     Letter as outstanding on the date hereof;

          (ii)   issue, deliver, sell, pledge or otherwise encumber or subject
     to any Lien any shares of its capital stock, any other voting securities or
     any securities convertible into or exchangeable for, or any rights,
     warrants or options to acquire, any such shares, voting securities or
     convertible securities, other than the issuance of shares of Common Stock
     upon the valid exercise of the Options or other rights under the Equity
     Plans or in connection with other awards under the Equity Plans, in each
     case, which are disclosed on Schedule 3.1(c) of the Company Disclosure
     Letter as outstanding on the date hereof and in accordance with their
     present terms, or redeem, purchase or otherwise acquire, directly or
     indirectly, any of its capital stock or other securities;

          (iii)  amend its articles of incorporation, bylaws or other comparable
     organizational documents, form any subsidiary or acquire any equity
     interest or other interest in any other person, or effect or be a party to
     any merger, consolidation, share exchange, business combination,
     recapitalization, reclassification of shares, stock split, reverse stock
     split or similar transaction;

          (iv)   sell, lease, license, mortgage or otherwise encumber or subject
     to any Lien or otherwise dispose of any of its properties or assets other
     than in the ordinary course of business consistent with past practice;

          (v)    enter into commitments for capital expenditures other than in
     the ordinary course of business except as may be necessary for the
     maintenance of existing facilities, machinery and equipment in good
     operating condition and repair in the ordinary course of business as
     reflected in the capital plan of the Company previously provided to Parent;

          (vi)   (A) incur any long-term indebtedness (whether evidenced by a
     note or other instrument, pursuant to a financing lease, sale-leaseback
     transaction, guarantee or otherwise) or (B) incur short-term indebtedness
     in the ordinary course of business consistent with past practice under
     lines of credit existing on the date hereof;

          (vii)  (A) except for normal increases in salary and wages in the
     ordinary course of business consistent with past practice or as set forth
     on Schedule 4.1 of the Company Disclosure Letter, grant any increase in the
     compensation or benefits payable or to become payable by the Company or any
     Company Subsidiary to any current or former director, officer, employee or
     consultant; (B) adopt, enter into, amend or otherwise increase, reprice or
     accelerate the payment or vesting of the amounts, benefits or rights
     payable or accrued or to become payable or accrued under any bonus,
     incentive

                                      -23-



     compensation, deferred compensation, severance, termination, change in
     control, retention, hospitalization or other medical, life, disability,
     insurance or other welfare, profit sharing, stock option, stock
     appreciation right, restricted stock or other equity-based, pension,
     retirement or other employee compensation or benefit plan, program,
     agreement or arrangement; (C) enter into or amend any employment or
     collective bargaining agreement or, except as required in accordance with
     the existing written policies of the Company or contracts or agreements
     entered into or approved (and previously disclosed to Parent) on or prior
     to the date of this Agreement, grant any severance or termination pay to
     any officer, director, consultant or employee of the Company or any Company
     Subsidiaries; or (D) pay or award any pension, retirement, allowance or
     other non-equity incentive awards, or other employee benefit not required
     by any outstanding employee benefit plan or arrangement;

          (viii) change the accounting principles used by it unless required by
     GAAP (or, if applicable with respect to foreign subsidiaries, foreign
     generally accepted accounting principles);

          (ix)   except as otherwise expressly permitted in this Agreement,
     acquire by merging or consolidating with, by purchasing any equity interest
     in or a portion of the assets of, or by any other manner, any business or
     any corporation, partnership, association or other business organization or
     division thereof, or otherwise acquire any material amount of assets of any
     other person (other than the purchase of assets from suppliers or vendors
     in the ordinary course of business consistent with past practice);

          (x)    except in the ordinary course of business consistent with past
     practice, make or rescind any express or deemed election or settle or
     compromise any claim or action relating to U.S. federal, state or local
     taxes, or change any of its methods of accounting or of reporting income or
     deductions fro U.S. federal income tax purposes;

          (xi)   satisfy any claims or liabilities, other than the satisfaction,
     in the ordinary course of business consistent with past practice, in
     accordance with their terms, of liabilities reflected or reserved against
     in, or contemplated by, the consolidated financial statements (or the notes
     thereto) of the Company included in the Recent SEC Documents or incurred in
     the ordinary course of business consistent with past practice;

          (xii)  make any loans, advances or capital contributions to, or
     investments in, any other person, except for loans, advances, capital
     contributions or investments between any wholly-owned Company Subsidiary
     and the Company or another wholly-owned Company Subsidiary;

          (xiii) other than in the ordinary course of business consistent with
     past practice, (A) modify, amend or terminate any Contract, (B) waive,
     release, relinquish or assign any Contract (or any of the Company's rights
     thereunder), right or claim, (C) cancel or forgive any indebtedness owed to
     the Company or any Company Subsidiary or (D) commence or settle any Legal
     Proceeding (as defined in Section 8.5(f)); provided, however, that the
     Company may not under any circumstance waive or release any of its rights
     under any confidentiality or standstill agreement to which it is a party;

                                      -24-



          (xiv)  except in the ordinary course of business consistent with past
     practice, write off as uncollectible or establish an extraordinary reserve
     with respect to any account receivable or any indebtedness; or

          (xv)   authorize, or commit or agree to take, any of the foregoing
     actions.

          (b)    Other Actions. Except as required by law, the Company and
Parent shall not, and shall not permit any of their respective Subsidiaries to,
voluntarily take any action that would, or that could reasonably be expected to,
result in (i) any of the representations and warranties of such party set forth
in this Agreement that are qualified as to materiality becoming untrue, (ii) any
of such representations and warranties that are not so qualified becoming untrue
in any material respect or (iii) any of the conditions to the consummation of
the transactions contemplated hereby not being satisfied.

          (c)    Advice of Changes. The Company and Parent shall promptly advise
the other party of any change or event having, or which, insofar as can
reasonably be foreseen, could reasonably be expected to have, a material adverse
effect on such party or on the truth of their respective representations and
warranties or the ability of the conditions to the consummation of the
transactions contemplated hereby to be satisfied; provided, however, that no
such notification shall affect the representations, warranties, covenants or
agreements of the parties (or remedies with respect thereto) or the conditions
to the obligations of the parties under this Agreement.

          Section 4.2  No Solicitation.

          (a)    The Company shall immediately cease all existing activities,
discussions and negotiations with any parties conducted heretofore with respect
to any Acquisition Proposal.

          (b)    The Company shall not, and shall not authorize or permit any of
the Company Subsidiaries or any of its or their directors, officers, employees,
agents or representatives (including any investment banker, financial advisor,
attorney or accountant), directly or indirectly, to (i) solicit, initiate,
encourage, induce or knowingly facilitate, or furnish or disclose non-public
information in connection with or in furtherance of, any inquiries or the
making, submission or announcement of an Acquisition Proposal or take any action
that would reasonably be expected to lead, directly or indirectly, to an
Acquisition Proposal, or (ii) negotiate, explore or otherwise engage in
discussions with any person (other than Parent, Merger Sub or their respective
directors, officers, employees, agents and representatives) with respect to any
Acquisition Proposal or (iii) enter into any letter of intent or similar
document or any Contract contemplating or otherwise relating to any Acquisition
Proposal or (iv) subject to Section 4.2(c) below, approve, endorse or recommend
any Acquisition Proposal; provided that, at any time prior to the Shareholder
Approval, if the Board of Directors of the Company determines in good faith,
after consultation with and receipt of written advice from its outside counsel
as to the nature of the fiduciary duties of the Board of Directors under
applicable Law, that such action is consistent with the fiduciary obligations of
the Board of Directors of the Company under applicable Law, the Company may
furnish, pursuant to a customary confidentiality agreement with terms not
substantially more favorable to such third party than the Confidentiality
Agreement (as defined in Section 5.2) (and which shall not contain any
exclusivity provisions that would prohibit the Company from complying with the
obligations

                                      -25-



under this Section 4.2 or otherwise under this Agreement), information to or
enter into discussions with, any third party who delivers a Superior Proposal
that did not result from a breach of this Section 4.2(b) of this Agreement.
Without limiting the foregoing, the Company shall advise its directors and
officers of the restrictions set forth in this Section 4.2, and shall use
reasonable best efforts to cause such persons to comply with such restrictions.

          (c)    If prior to the Shareholder Approval, the Board of Directors of
the Company receives a Superior Proposal that did not result from a breach of
Section 4.2(b) of this Agreement, the Board of Directors of the Company may
(subject to this and the following sentences), if it determines in good faith,
after consultation with and receipt of written advice from its outside counsel
as to the nature of the fiduciary duties of the Board of Directors under
applicable Law, that such action is consistent with the fiduciary obligations of
the Board of Directors of the Company under applicable Law, withdraw, modify or
change, in a manner adverse to Parent, its recommendation of this Agreement
and/or recommend a Superior Proposal to the shareholders of the Company and/or
comply with Rule 14e-2 promulgated under the Exchange Act with respect to any
Acquisition Proposal, provided that it (i) gives Parent four Business Days prior
written notice of its intention to do so (provided that the foregoing in no way
limits or otherwise affects Parent's right to terminate this Agreement pursuant
to Section 7.1(e) at such time as the requirements of such subsection have been
met) and (ii) during such four Business Day period, the Company otherwise
cooperates with Parent with respect to the Acquisition Proposal that constitutes
a Superior Proposal with the intent of enabling Parent to engage in good faith
negotiations so that the transactions contemplated hereby may be consummated.
Any such withdrawal, modification or change of the recommendation of the Board
of Directors of the Company of this Agreement will not change the approval of
the Board of Directors of the Company of this Agreement or the Merger,
including, without limitation, for purposes of causing any state takeover
statute or other Law to be inapplicable to the transactions contemplated hereby,
including the Merger. Nothing in this Section 4.2 (i) permits the Company to
terminate this Agreement, (ii) permits the Company to enter into any letter of
intent, agreement in principle, acquisition agreement or other similar agreement
("Acquisition Agreement") with respect to any Acquisition Proposal (whether or
not it constitutes a Superior Proposal) or (iii) affects any other obligation of
the Company under this Agreement.

          (d)    From and after the execution of this Agreement, the Company
shall promptly advise Parent, orally and in writing, of the receipt, directly or
indirectly, of any inquiries, discussions, negotiations or proposals relating to
an Acquisition Proposal (including the specific terms thereof and the identity
of the other party or parties involved) and promptly furnish to Parent a copy of
any such written proposal in addition to any information, including
correspondence and draft agreements, provided to or by any third party relating
thereto. In addition, the Company shall promptly advise Parent, orally and in
writing, if the Board of Directors of the Company makes any determination as to
any Acquisition Proposal as contemplated by the proviso to the first sentence of
Section 4.2(b).

          (e)    As used herein, the term (i) "Acquisition Transaction" means
any transaction or series of transactions involving: (A) any merger,
consolidation, share exchange, businesses combination, issuance of securities,
acquisition of securities, tender offer, exchange offer or other similar
transaction (1) in which any of the Company Entities is a constituent
corporation, (2) in which a person or "group" (as defined in the Exchange Act
and the rules

                                      -26-



promulgated thereunder) of persons directly or indirectly acquires beneficial or
record ownership of securities representing more than 10% of the outstanding
securities of any class of voting securities of any of the Company Entities, or
(3) in which any of the Company Entities issues or sells securities representing
more than 10% of the outstanding securities of any class of voting securities of
any of the Company Entities; or (B) any sale (other than sales of inventory in
the ordinary course of business), lease (other than in the ordinary course of
business) exchange, transfer (other than sales of inventory in the ordinary
course of business), license (other than nonexclusive licenses in the ordinary
course of business), acquisition or disposition of any business or businesses or
assets that constitute or account for 10% or more of the consolidated net
revenues, net income or assets of the Company Entities; and (ii) "Superior
Proposal" means an unsolicited bona fide written Acquisition Proposal on terms
that the Board of Directors of the Company determines in its good faith
judgment, would be (A) after consulting with and receipt of advice from a
nationally recognized investment banking firm, superior to the shareholders of
the Company from a financial point of view than the transactions contemplated by
this Agreement (including any adjustment to the terms and conditions proposed by
Parent or Merger Sub in response to such written offer) and (B) more favorable
to the Company and the shareholders of the Company (taking into account all
financial and strategic considerations, including relevant legal, financial,
regulatory and other aspects of such proposal, the third party making such
proposal, the conditions of such proposal and all constituencies and pertinent
factors permitted under the PBCL) and for which financing, to the extent
required, is then committed, and that the Board of Directors reasonably expects
a transaction pursuant to such proposal could be consummated.

          (f)    The Company agrees not to release or permit the release of
any person from, or to waive or permit the waiver of any provision of, any
confidentiality, "standstill" or similar agreement to which any of the Company
Entities is party, and will use its best efforts to enforce or cause to be
enforced each such agreement at the request of Parent.

                                   ARTICLE 5

                              ADDITIONAL AGREEMENTS

          Section 5.1  Preparation of Proxy Statement; Shareholders Meeting

          (a)    As soon as reasonably practicable following the date of this
Agreement, the Company shall prepare and file with the SEC, and Parent and
Merger Sub shall cooperate with the Company in such preparation and filing of,
the Proxy Statement. The Company shall use reasonable best efforts to cause the
Proxy Statement to be mailed to the Company's shareholders as promptly as
practicable after the Proxy Statement is cleared by the staff of the SEC for
mailing to the Company's shareholders.

          (b)    The Company shall, as soon as practicable following the date of
this Agreement, duly call, give notice of, convene and hold a meeting of its
shareholders (the "Shareholders Meeting") in accordance with applicable Law and
the Company's articles of incorporation and bylaws for the purpose of obtaining
Shareholder Approval with respect to this Agreement and the Merger and shall,
through the Board of Directors of the Company, subject to Section 4.2(c),
recommend to its shareholders the approval and adoption of this Agreement, the

                                      -27-



Merger and the other transactions contemplated hereby. Without limiting the
generality of the foregoing, but subject to its rights under Section 4.2, the
Company agrees that its obligations pursuant to the first sentence of this
Section 5.1(b) shall not be affected by the commencement, public proposal,
public disclosure or communication to the Company of any Acquisition Proposal.
Notwithstanding any withdrawal, modification or change in any approval or
recommendation of the Board of Directors of the Company, the Company shall hold
the Shareholders Meeting pertaining to this Section 5.1(b). The Company shall
ensure that all proxies solicited in connection with the Shareholders Meeting
are solicited in compliance with all applicable Laws.

          (c)    Parent shall (i) provide the Company with all information
concerning Parent or the Merger Sub reasonably requested by the Company to be
included in the Proxy Statement and (ii) at the Shareholders Meeting, if held,
or any postponement or adjournment thereof (or at any other meeting at which the
Merger or this Agreement are considered by shareholders), vote, or cause to be
voted, all of the shares of Common Stock then owned by it, the Merger Sub or any
of its other subsidiaries, if any, in favor of the approval and adoption of this
Agreement and the transactions contemplated hereby.

          Section 5.2  Access to Information; Confidentiality. To the extent
permitted by applicable Law and subject to the Agreement dated April 19, 2000,
between the Company and Parent (the "Confidentiality Agreement"), and any
confidentiality or similar agreement binding on any Company Entity, upon
reasonable notice, the Company shall afford to Parent and to the officers,
employees, accountants, counsel, financial advisors and other representatives of
Parent, reasonable access during normal business hours during the period prior
to the Effective Time to all of the Company's properties, books, contracts,
commitments, personnel and records, consistent with its legal obligations, and
all other information concerning its business, properties and personnel as
Parent may reasonably request. Each of the Company and Merger Sub shall hold,
and shall cause its respective officers, employees, accountants, counsel,
financial advisors and other representatives and affiliates to hold, any
nonpublic information in accordance with the terms of the Confidentiality
Agreement.

          Section 5.3  Efforts; Cooperation.

          (a)    Upon the terms and subject to the conditions set forth in
this Agreement, each of the parties agrees to use reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, and to
assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the Merger and the other transactions contemplated by this
Agreement and to obtain satisfaction or waiver of the conditions precedent to
the Merger, including (i) the obtaining of all necessary actions or nonactions,
waivers, consents and approvals from Governmental Entities and the making of all
necessary registrations and filings and the taking of all steps as may be
necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any Governmental Entity, (ii) the obtaining of all consents,
approvals or waivers from third parties necessary for the consummation of the
Merger, (iii) the defending of any lawsuits or other legal proceedings, whether
judicial or administrative, challenging this Agreement or the consummation of
the transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity

                                      -28-



vacated or reversed, and (iv) the execution and delivery of any additional
instruments necessary to consummate the transactions contemplated by, and to
fully carry out the purposes of, this Agreement. Nothing set forth in this
Section 5.5(a) will limit or affect actions permitted to be taken pursuant to
Section 4.2.

          (b)    Parent and the Company shall (i) make the filings required
of such party under the HSR Act with respect to the Merger and the other
transactions contemplated by this Agreement within ten days after the date of
this Agreement, (ii) comply at the earliest practicable date with any request
under the HSR Act for additional information, documents or other materials
received by such party from the Federal Trade Commission or the Department of
Justice or any other Governmental Entity in respect of such filings or the
Merger and the other transactions contemplated by this Agreement, and (iii)
cooperate with the other party in connection with making any filing under the
HSR Act and in connection with any filings, conferences or other submissions
related to resolving any investigation or other inquiry by any such Governmental
Authority under the HSR Act with respect to the Merger and the other
transactions contemplated by this Agreement; provided, however, that in no event
will Parent by required to prosecute any litigation instituted by the Federal
Trade Commission or the Department of Justice or any other Governmental Entity
which seeks to restrain or prohibit the consummation of the Merger or which
seeks to impose material limitations on the ability of Buyer, the Surviving
Corporation or any of their respective affiliates or Subsidiaries to acquire,
operate or hold, or to require Parent, Surviving Corporation or any of their
respective affiliates or Subsidiaries to dispose of or hold separate, any
material portion of their assets or business or the Company's assets or
business.

          Section 5.4  Indemnification.

          (a)    For six years after the Effective Time, the Surviving
Corporation shall indemnify and hold harmless, and provide advancement of
expenses to, all past and present directors, officers and employees of the
Company and any of the Company Subsidiaries to the same extent such persons are
indemnified or have the right to advancement of expenses as of the date of this
Agreement by the Company and any of the Company Subsidiaries pursuant to the
Company's or any such Company Subsidiary's certificate of incorporation, by-laws
or other constituent documents and indemnification agreements, if any, in
existence on the date hereof with any such directors, officers and employees for
acts or omissions occurring at or prior to the Effective Time (including for
acts or omissions occurring in connection with the approval of this Agreement
and the consummation of the transactions contemplated hereby).

          (b)    For six years after the Effective Time, the Surviving
Corporation or Parent shall maintain in effect directors' and officers'
liability insurance and fiduciary liability insurance covering acts or omissions
occurring on or prior to the Effective Time (including for acts or omissions
occurring in connection with the approval of this Agreement and the consummation
of the transactions contemplated hereby) with respect to those persons who are
currently covered by the Company's directors' and officers' liability insurance
policy (a copy of which has been heretofore delivered to Parent) on terms with
respect to such coverage and amount no less favorable to the insured than those
of such current insurance coverage; provided, however, that in no event will
Parent be required to expend in any one year an amount in excess of 200% of the
annual premiums currently paid by the Company for such insurance, and provided,
further, that

                                      -29-



if the annual premiums of such insurance coverage exceed such amount, Parent
shall obtain a policy with the greatest coverage available for a cost not
exceeding such amount.

          (c)    The provisions of this Section 5.4 are intended to be for the
benefit of, and will be enforceable by, each indemnified party, his or her heirs
and his or her representatives and are in addition to, and not in substitution
for, any other rights to indemnification or contribution that any such person
may have by contract or otherwise.

          Section 5.5  Employee Benefits. Parent agrees that all employees of
the Company Entities who continue employment with Parent, the Surviving
Corporation or any Subsidiary of the Surviving Corporation after the Effective
Time ("Continuing Employees") will be eligible to participate in employee
benefit programs of the Surviving Corporation, any Subsidiary of the Surviving
Corporation or the Parent on the same basis and subject to the same terms and
conditions as similarly situated employees of the Parent. Nothing in this
Section 5.5 or elsewhere in this Agreement limits the right of the Parent, the
Surviving Corporation or any Subsidiary of the Surviving Corporation to
terminate any such employee benefit plan. Nothing in this Section 5.5 or
elsewhere in this Agreement is to be construed to create a right in any employee
to employment with Parent, the Surviving Corporation or any other subsidiary of
Parent and, subject to any other Contract between an employee and Parent, the
Surviving Corporation or any other subsidiary of Parent, the employment of each
Continuing Employee will be "at will" employment.

          Section 5.6  Public Announcements. Unless otherwise required by
applicable Laws or applicable exchange rules (and, in that event, only if time
does not permit), at all times prior to the earlier of the Effective Time or
termination of this Agreement pursuant to Section 7.1, (a) Parent, Merger Sub
and the Company shall consult with each other before holding any press
conferences, analysts calls or other meetings or discussions and before issuing
any press release or other public announcements with respect to the transactions
contemplated by this Agreement, including the Merger, and (b) the parties shall
provide each other the opportunity to review and comment upon any press release
or other public announcement or statement with respect to the transactions
contemplated by this Agreement, including the Merger, and shall not issue any
such press release or other public announcement or statement prior to such
consultation. The parties shall mutually agree upon the initial press release or
releases to be issued with respect to the transactions contemplated by this
Agreement prior to the issuance thereof. In addition, the Company shall, and
shall cause the Company Subsidiaries to, (a) coordinate with Parent and Merger
Sub regarding communications with customers, shareholders and employees relating
to the transactions contemplated hereby, and (b) allow and facilitate Parent
contact with customers, shareholders and employees of the Company.

          Section 5.7  Fees and Expenses. Except as provided in Section 7.2(b),
all fees and expenses incurred in connection with the Merger, this Agreement and
the transactions contemplated hereby are to be paid by the party incurring such
fees or expenses, whether or not the Merger is consummated; provided, however,
that Parent and the Company shall share equally all fees and expenses, other
than attorneys' fees, incurred in connection with the filing of the premerger
notification and report forms relating to the Merger under the HSR Act and the
filing of any notice or other document under any applicable Foreign Antitrust
Laws.

                                      -30-



          Section 5.8  Credit Agreement. Prior to the Effective time, the
Company shall terminate its bank credit facility or, at the option of the
Company, obtain a waiver of such credit facility (so long as such waiver would
prevent a cross default under any other agreements).

          Section 5.9  Shareholder Litigation. The parties to this Agreement
shall cooperate and consult with one another, to the fullest extent possible, in
connection with any shareholder litigation against any of them or any of their
respective directors or officers with respect to the transactions contemplated
by this Agreement. In furtherance of and without in any way limiting the
foregoing, each of the parties shall use its respective reasonable best efforts
to prevail in such litigation so as to permit the consummation of the
transactions contemplated by this Agreement in the manner contemplated by this
Agreement. Notwithstanding the foregoing, the Company shall not compromise or
settle any litigation commenced against it or its directors or officers relating
to this Agreement or the transactions contemplated hereby (including the Merger)
without Parent's prior written consent, which consent Parent shall not
unreasonably withhold.

          Section 5.10 Transition. In order to facilitate an orderly transition
of the management of the business of the Company and the Company Subsidiaries to
Parent and in order to facilitate the integration of the operations of the
Company and Parent and its subsidiaries and to permit the coordination of their
related operations on a timely basis, and in an effort to accelerate to the
earliest time possible following the Effective Time the realization of
synergies, operating efficiencies and other benefits expected to be realized by
Parent and the Company as a result of the Merger, the Company shall and shall
cause the Company Subsidiaries to consult with Parent on all strategic and
operational matters to the extent such consultation is not in violation of
applicable Law, including Laws regarding the exchange of information and other
Laws regarding competition. The Company shall and shall cause the Company
Subsidiaries to make available to Parent at the facilities of the Company and
the Company Subsidiaries, where determined by Parent to be appropriate and
necessary, office space in order to assist it in observing all operations and
reviewing all matters concerning the Company's affairs. Without in any way
limiting the provisions of Section 5.3, Parent, its subsidiaries, officers,
employees, counsel, financial advisors and other representatives shall, upon
reasonable written notice to the Company, be entitled to review the operations
and visit the facilities of the Company and the Company Subsidiaries at all
times as may be deemed reasonably necessary by Parent in order to accomplish the
foregoing arrangements. Notwithstanding the foregoing, nothing contained in this
Agreement gives Parent, directly or indirectly, the right to control or direct
the Company's operations prior to the Effective Time. Prior to the Effective
Time, the Company shall exercise, consistent with the terms and conditions of
this Agreement, complete control and supervision over its and the Company
Subsidiaries' respective operations. The parties acknowledge that they have
discussed a key employee retention program to aid in the transition process.

          Section 5.11 Section 16(b). Parent and the Company shall take all
steps reasonably necessary to cause the transactions contemplated hereby and any
other dispositions of equity securities of the Company (including derivative
securities) in connection with this Agreement by each individual who is a
director or officer of the Company to be exempt under Rules 16b-3 under the
Exchange Act.

                                      -31-



          Section 5.12 Financing. Parent shall use all reasonable best efforts
to obtain the financing contemplated by the Commitment Letter, or financing with
a different lender or lenders in an amount not less than the full amount of the
Merger Consideration and the Option Consideration, prior to the Closing.

                                    ARTICLE 6

                              CONDITIONS PRECEDENT

          Section 6.1  Conditions to Each Party's Obligation to Effect the
Merger. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

          (a)    Shareholder Approval. The Shareholder Approval with respect to
this Agreement and the Merger shall have been obtained.

          (b)    Governmental and Regulatory Approvals. Other than the filing of
the Articles of Merger, all consents, approvals and actions of, filings with and
notices to any Governmental Entity required of Parent, Merger Sub, the Company
or any Company Subsidiary to consummate the Merger and the other transactions
contemplated hereby the failure of which to be obtained or taken would
reasonably be expected to have a Material Adverse Effect on the Surviving
Corporation or its subsidiaries shall have been obtained.

          (c)    No Injunctions or Restraints. No final and nonappealable
judgment, decree, Law or rule, order, injunction or ruling entered, enacted,
promulgated, enforced or issued by any court or other Governmental Entity of
competent jurisdiction or other legal restraint or prohibition (collectively,
"Restraints") shall be in effect preventing the consummation of the Merger or
limiting the ownership or operation by Parent, the Company or any of their
respective subsidiaries of any material portion of the business or assets of
Parent or the Company.

          (d)    HSR Act: Foreign Antitrust Laws. The waiting period (including
any extension thereof) applicable to the consummation of the Merger under the
HSR Act and any applicable Foreign Antitrust Laws shall have expired or been
terminated.

          Section 6.2  Conditions to Obligation of Parent and Merger Sub. The
obligation of Parent and Merger Sub to effect the Merger is further subject to
satisfaction or waiver of the following conditions:

          (a)    Representations and Warranties. The representations and
warranties of the Company contained in Section 3.1(c) shall be true and correct
in all respects both when made and as of the Closing Date as though made on and
as of the Closing Date, and all other representations and warranties of the
Company set forth herein shall be true and correct in all respects (without
giving effect to any materiality or material adverse effect qualifications
contained therein) both when made and at and as of the Closing Date, as if made
at and as of such time (except to the extent expressly made as of an earlier
date, in which case as of such date), except where the failure of such
representations and warranties to be so true and correct have not had or
resulted in or would not reasonably be expected to have or result in,
individually or in the aggregate, a Company Material Adverse Effect.

                                      -32-



          (b)    Performance of Obligations of the Company. The Company shall
have performed in all material respects all of its obligations required to be
performed by it under this Agreement at or prior to the Closing Date.

          (c)    Officer's Certificate. The Company shall have furnished Parent
and Merger Sub with a certificate dated the Closing Date signed on its behalf by
an executive officer to the effect that the conditions set forth in Sections
6.2(a) and (b) have been satisfied.

          (d)    Financing. Parent shall have consummated financing in an amount
not less than the full amount of the Merger Consideration and the Option
Consideration.

          (e)    Material Adverse Change. At any time after the date of this
Agreement, there shall not have occurred facts or circumstances resulting in or
reasonably expected to result in a Company Material Adverse Effect.

          Section 6.3  Conditions to Obligation of the Company. The obligation
of the Company to effect the Merger is further subject to satisfaction or waiver
of the following conditions:

          (a)    Representations and Warranties. The representations and
warranties of Parent and Merger Sub set forth herein shall be true and correct
in all respects (without giving effect to any materiality or material adverse
effect qualifications contained therein) both when made and at and as of the
Closing Date, as if made at and as of such time (except to the extent expressly
made as of an earlier date, in which case as of such date), except where the
failure of such representations and warranties to be so true and correct have
not had or resulted in or would not reasonably be expected to have or result in,
individually or in the aggregate, a material adverse effect on Parent.

          (b)    Performance of Obligations of Parent and Merger Sub. Parent
and Merger Sub shall have performed in all material respects all obligations
required to be performed by them under this Agreement at or prior to the Closing
Date.

          (c)    Officer's Certificate. Each of Parent and Merger Sub shall have
furnished the Company with a certificate dated the Closing Date signed on its
behalf by an executive officer to the effect that the conditions set forth in
Section 6.3(a) and (b) have been satisfied.

          Section 6.4  Frustration of Closing Conditions. None of Parent, Merger
Sub or the Company may rely on the failure of any condition set forth in
Sections 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure
was caused by such party's failure to comply with its obligations to consummate
the Merger and the other transactions contemplated by this Agreement, as
required by and subject to Section 5.3.

                                   ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

          Section 7.1  Termination. This Agreement may be terminated at any time
prior to the Effective Time, whether before or after the Shareholder Approval:

                                      -33-



          (a)    by mutual written consent of Parent and the Company;

          (b)    by either Parent or the Company:

          (i)    if the Merger has not been consummated by March 1, 2002;
     provided, however, that the right to terminate this Agreement pursuant to
     this Section 7.1(b)(i) is not available to any party whose failure to
     perform any of its obligations under this Agreement has been the cause of,
     or resulted in, the failure of the Merger to be consummated by such time;

          (ii)   if the Shareholders Meeting (including any adjournment or
     postponement thereof) has concluded and the Shareholder Approval has not
     been obtained; provided, however, that the right to terminate this
     Agreement pursuant to this Section 7.1(b)(ii) is not available to any party
     whose failure to perform any of its obligations under this Agreement has
     been the cause of, or resulted in, the failure to obtain such Shareholder
     Approval; or

          (iii)  if any Restraint having any of the effects set forth in Section
     6.1(c) is in effect and has become final and nonappealable; provided,
     however, that the right to terminate this Agreement pursuant to this
     Section 7.1(b)(iii) is not available to any party whose failure to perform
     any of its obligations under this Agreement has been the cause of, or
     resulted in, such Restraint;

          (c)    by Parent, if the Company has breached or failed to perform in
any material respect any of its representations, warranties, covenants or other
agreements contained in this Agreement, which breach or failure to perform (A)
would give rise to a failure of the conditions set forth in Sections 6.2(a) or
(b), and (B) is not cured within 30 days after written notice thereof or is
incapable of being cured by the Company;

          (d)    by the Company, if Parent or Merger Sub has breached or failed
to perform in any material respect any of its representations, warranties,
covenants or other agreements contained in this Agreement, which breach or
failure to perform (A) would give rise to a failure of the condition set forth
in Sections 6.3(a) or (b), and (B) is not cured within 30 days after written
notice thereof or is incapable of being cured by Parent or Merger Sub;

          (e)    by Parent, if the Board of Directors of the Company or any
committee thereof (i) withdraws or modifies or changes, or proposes or announces
any intention or resolves to withdraw or modify or change, in a manner adverse
to Parent or Merger Sub, the approval or recommendation by the Board of
Directors of the Company or committee thereof of this Agreement or the
transactions contemplated hereby, including the Merger, (ii) approves or
recommends, or proposes to or announce any intention to approve or recommend,
any Acquisition Transaction, or (iii) proposes or announces any intention to
enter into any agreement, with respect to any Acquisition Transaction, or if the
Company breaches the provisions of Section 4.2 or Section 5.1(b).

          Section 7.2  Effect of Termination.

                                      -34-



          (a)    In the event of termination of this Agreement by either the
Company or Parent as provided in Section 7.1, this Agreement will forthwith
become void and have no effect, without any liability or obligation on the part
of Parent, Merger Sub or the Company, other than the provisions of Section 5.2
as such Section relates to confidentiality, Section 5.6, Section 5.7, this
Section 7.2 and Article 8, which provisions survive such termination; provided,
however, that nothing herein will relieve any party from any liability for any
willful and material breach by such party of any of its representations,
warranties, covenants or agreements set forth in this Agreement.

          (b)    (i) If this Agreement is terminated (A) by either the Company
     or Parent pursuant to Section 7.1(b)(i) or (ii) and prior to the
     Shareholders Meeting, an Acquisition Proposal has been made known to the
     Company or been made directly to its shareholders generally or any person
     has publicly announced an intention (whether or not conditional and whether
     or not such proposal shall have been rejected or withdrawn prior to the
     time of such termination) to make an Acquisition Proposal or solicited
     proxies or consents in opposition to the Merger, or (B) by Parent pursuant
     to Section 7.1(e) then the Company shall promptly, but in no event later
     than two days after the date of such termination, pay Parent by wire
     transfer of same day funds a fee equal to $15,000,000 (the "Termination
     Fee"); provided, however, that no Termination fee will be payable by the
     Company pursuant to clause (A) above unless and until within 12 months of
     such termination the Company or any of its Subsidiaries enters into an
     Acquisition Agreement, or consummates the transactions, contemplated by
     such Acquisition Proposal, in which case such Termination Fee shall be paid
     upon signing of the Acquisition Agreement or at the closing (and as a
     condition for closing) of the transactions contemplated by the Acquisition
     Proposal.

          (ii)   The Company acknowledges that the agreements contained in this
     Section 7.2(b) are an integral part of the transactions contemplated by
     this Agreement, and that, without these agreements, Parent would not enter
     into this Agreement.

          (c)    If the Company fails to pay when due any amount payable
under Section 7.2(b), then (i) the Company shall reimburse Parent for all costs
and expenses (including fees and disbursements of counsel) incurred in
connection with the collection of such overdue amount and the enforcement by
Parent of its rights under Section 7.2(b), and (ii) the Company shall pay to
Parent interest on such overdue amount (for the period commencing as of the date
such overdue amount was originally required to be paid and ending on the date
such overdue amount is actually paid to Parent in full) at a rate per annum
equal to 3% over the "prime rate" (as announced by Citibank N.A.) in effect on
the date such overdue amount was originally required to be paid.

                                    ARTICLE 8

                               GENERAL PROVISIONS

          Section 8.1  Amendment. This Agreement may be amended with the
approval of the respective Boards of Directors of the Company and Parent at any
time before or after the Shareholder Approval; provided, however, that, after
such Shareholder Approval, there is not to

                                      -35-



be made any amendment that by Law requires further approval by the shareholders
of the Company without further approval of such shareholders. This Agreement may
not be amended except by an agreement in writing signed on behalf of each of the
parties.

          Section 8.2  Extension; Waiver. At any time prior to the Effective
Time, a party may (a) extend the time for the performance of any of the
obligations or other acts of the other party, (b) waive any inaccuracies in the
representations and warranties of the other party contained in this Agreement or
in any document delivered pursuant to this Agreement or (c) subject to the
provisions of Section 8.1, waive compliance by the other party with any of the
agreements or conditions contained in this Agreement. Any agreement on the part
of a party to any such extension or waiver will be valid only if set forth in an
agreement in writing signed on behalf of such party. The failure of any party to
this Agreement to assert any of its rights under this Agreement or otherwise
will not constitute a waiver of such rights.

          Section 8.3  Nonsurvival of Representations and Warranties. None of
the representations, warranties, covenants and agreements in this Agreement or
in any instrument or certificate delivered pursuant to this Agreement will
survive the Effective Time, except the covenants and agreements contained in
Article 2 and Article 8 and Section 5.4, each of which will survive in
accordance with its terms.

          Section 8.4  Notices. All notices, requests, claims, demands and other
communications under this Agreement must be in writing and will be deemed given
if delivered personally, telecopied (which is confirmed) or sent by a nationally
recognized overnight courier service (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as is
specified by like notice):

          (a)  if to the Company, to:     Arnold Industries
                                          625 South Fifth Avenue
                                          P.O. Box 210
                                          Lebanon, PA 17042-0210
                                          Facsimile No.: (717) 253-0958
                                          Attention: Kenneth F. Leedy

          (b)  with a copy to:            Morgan, Lewis & Bockius LLP
                                          1701 Market Street
                                          Philadelphia, Pennsylvania 19103
                                          Facsimile No.: (215) 963-5299
                                          Attention: Howard L. Shecter, Esq.

          (c)  if to Parent or            Roadway Corporation
               Merger Sub, to:            1077 Gorge Blvd.
                                          P.O. Box 471
                                          Akron, OH 44309-0471
                                          Facsimile No.: (330) 258-6082
                                          Attention: John Gasparovic,
                                                     General Counsel

                                      -36-



               with a copy to:            Jones, Day, Reavis & Pogue
                                          North Point
                                          901 Lakeside Avenue
                                          Cleveland, Ohio 44114
                                          Facsimile No.: (216) 579-0212
                                          Attention: Patrick J. Leddy, Esq.

          Section 8.5  Interpretation. When a reference is made in this
Agreement to an Article, Section or Exhibit, such reference is to an Article or
Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
table of contents, table of defined terms and headings contained in this
Agreement are for reference purposes only and do not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they will be deemed to be
followed by the words "without limitation." The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement will refer
to this Agreement as a whole and not to any particular provision of this
Agreement. All terms defined in this Agreement will have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein. The definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such term. Any
agreement, instrument or statute defined or referred to herein or in any
agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated therein. For
purposes of this Agreement, (a) "person' means an individual, corporation,
partnership, limited liability company, joint venture, association, trust,
unincorporated organization or other entity (including its permitted successors
and assigns); (b) "knowledge" of any person that is not an individual means the
knowledge after due inquiry of such person's executive officers and officers
with direct responsibility for the subject matter to which such knowledge
relates; (c) "affiliate" of any person means another person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first person, where "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of a person, whether through the ownership
of voting securities, by contract or otherwise; (d) an entity shall be deemed a
"subsidiary" of another person if such person directly or indirectly owns,
beneficially or of record, (i) an amount of voting securities or other interests
in such entity that is sufficient to enable such person to elect at least a
majority of the members of such entity's board of directors or other governing
body or (ii) at least 50% of the outstanding equity or financial interests of
such entity; (e) "Laws" means any statue, ordinance, regulation, directive,
order or other legally enforceable requirement in effect as of the date hereof;
and (f) "Legal Proceeding" means any action, suit, litigation, arbitration,
proceeding (including any civil, criminal, administrative, investigative or
appellate proceeding), hearing, inquiry, audit, examination or investigation
commenced, brought, conducted or heard by or before, or otherwise involving, any
court or other Governmental Entity or any arbitrator or arbitration panel. The
parties have participated jointly in the negotiation and drafting of this
Agreement. In the event of an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the

                                      -37-



parties and no presumption or burden or proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provision of this
Agreement.

          Section 8.6  Counterparts. This Agreement may be executed in one or
more counterparts, all of which will be considered one and the same agreement
and will become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.

          Section 8.7  Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to herein) and the
Confidentiality Agreement (a) constitute the entire agreement, and supersede all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter of this Agreement and (b) are not intended to
confer upon any person other than the parties any rights or remedies.

          Section 8.8  Governing Law. Except to the extent that the PBCL is
mandatorily applicable to the Merger and the rights of shareholders of the
Company, this Agreement is to be governed by, and construed in accordance with,
the laws of the State of New York, regardless of the laws that might otherwise
govern under applicable principles of conflict of laws thereof.

          Section 8.9  Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned, in whole or in
part, by operation of law or otherwise by any of the parties hereto without the
prior written consent of the other party. Any assignment in violation of this
Section 8.9 will be void. Subject to the preceding two sentences, this Agreement
is binding upon, inures to the benefit of, and is enforceable by, the parties
and their respective successors and assigns.

          Section 8.10 Consent to Jurisdiction. Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court
located in the State of New York or any New York state court in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, (b) shall not attempt to defy or defeat such personal
jurisdiction by motion or other request for leave from any such court, and (c)
shall not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a federal court sitting
in the State of New York or a New York state court.

          Section 8.11 Specific Enforcement. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties will be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any federal court
located in the State of Ohio or an Ohio state court, this being in addition to
any other remedy to which they are entitled at Law or in equity.

          Section 8.12 Severability

          (a)    If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement will nevertheless remain in
full force and effect. Upon such

                                      -38-



determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.

          (b)    The Company and Parent agree that the Termination Fee provided
in Section 7.2(b) is fair and reasonable in the circumstances, considering not
only the Merger Consideration but also the outstanding funded indebtedness
(including capital leases) of the Company and the Company Subsidiaries. If a
court of competent jurisdiction shall nonetheless, by a final, non-appealable
judgment, determine that the amount of the Termination Fee exceeds the maximum
amount permitted by Law, then the amount of the Termination Fee shall be reduced
to the maximum amount permitted by Law in the circumstances, as determined by
such court of competent jurisdiction.

                                      -39-



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Merger to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                                        ROADWAY CORPORATION


                                        By:
                                           -------------------------------------
                                        Name:  Michael W. Wickham
                                        Title: Chairman and Chief Executive
                                               Officer


                                        LION CORP.


                                        By:
                                           -------------------------------------
                                        Name:  Michael W. Wickham
                                        Title: President


                                        ARNOLD INDUSTRIES, INC.


                                        By:
                                           -------------------------------------
                                        Name:  Edward H. Arnold
                                        Title: President


                                      -40-



                   Articles of Amendment-Domestic Corporation

     In compliance with the requirements of the applicable provisions (relating
to articles of amendment), the undersigned, desiring to amend its articles,
hereby states that:

1.   The name of the corporation is:
     Arnold Industries, Inc.
- --------------------------------------------------------------------------------

2.   The (a) address of this corporation's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

     (a)   Number and Street      City       State      Zip         County
           625 S. 5/th/ Ave.     Lebanon      PA       17042     Philadelphia
- --------------------------------------------------------------------------------

     (b)   Name of Commercial Registered Office Provider            County
c/o CT Corporation System                                         Philadelphia
- --------------------------------------------------------------------------------

3.   The statute by or under which it was incorported:
Pennsylvania Business Corporation Law, Act of May 5, 1933 (P.L. 364) (15 P.S.
1204)
- --------------------------------------------------------------------------------

4.   The date of its incorporation:
     2/1/1982
- --------------------------------------------------------------------------------

5.   Check, and if appropriate complete, one of the following:

[X]  The amendment shall be effective upon filing these Articles of Amendment in
     the Department of State.

[_]  The amendment shall be effective on:___________________ at _______________
                                                Date                  Hour



6.   Check one of the following:

[X]  The amendment was adopted by the shareholders or members pursuant to 15 Pa
     C.S. Section 1914(a) and (b) or Section 5914(a).

[_]  The amendment was adopted by the board of directors pursuant to 15 Pa. C.S.
     Section 1914(c) or Section 5914(b).

7.   Check, and if appropriate, complete one of the following.

[X]  The amendment adopted by the corporation, set forth in full, is as follows

That ARTICLE 5 of the Articles of Incorporation be and hereby is amended to read
as follows: The aggregate number of shares of capital stock which the
Corporation shall have the authority to issue is One Hundred (100) shares of
Common stock of a par value of $1.00 per share for a total authorized capital of
One Hundred Dollars ($100).

[_]  The amendment adopted by the corporation is set forth in full in Exhibit A
     attached hereto and made a part hereof.

8.   Check if the amendment restates the Articles:

[_]  The restated Articles of Incorporation superseded the original articles and
     all amendments thereto.




                                        IN TESTIMONY WHEREOF, the undersigned
                                        corporation has caused these Articles of
                                        Amendment to be signed by a duly
                                        authorized officer thereof this


                                        ______ day of November, 2001


                                        Arnold Industries, Inc.
                                        ----------------------------------------
                                                     Name of Corporation


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

                                        John J. Gasparovic
                                        Vice President
                                        ----------------------------------------
                                                        Title



                   Articles of Amendment-Domestic Corporation

     In compliance with the requirements of the applicable provisions (relating
to articles of amendment), the undersigned, desiring to amend its articles,
hereby states that:

1.   The name of the corporation is:
     Arnold Industries, Inc.
- --------------------------------------------------------------------------------

2.   The (a) address of this corporation's current registration office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

     (a)   Number and Street      City       State      Zip         County
           625 S. 5/th/ Ave.     Lebanon      PA       17042     Philadelphia
- --------------------------------------------------------------------------------

     (b)   Name of Commercial Registered Office Provider            County
c/o
- --------------------------------------------------------------------------------

3.   The statute by or under which it was incorporated:
Pennsylvania Business Corporation Law, Act of May 5, 1933 (P.L. 364) (15 P.S.
1204)
- --------------------------------------------------------------------------------

4.   The date of its incorporation:
     Feb. 1, 1982
- --------------------------------------------------------------------------------

5.   Check, and if appropriate complete, one of the following:

[X]  The amendment shall be effective upon filing these Articles of Amendment in
     the Department of State.

[_]  The amendment shall be effective on:___________________ at _______________
                                                Date                  Hour



6.   Check one of the following:

[X]  The amendment was adopted by the shareholders or members pursuant to 15 Pa.
     C.S. Section 1914(a) and (b) or Section 5914(a).

[_]  The amendment was adopted by the board of directors pursuant to 15 Pa. C.S.
     Section 1914(c) or Section 5914(b).

7.   Check, and if appropriate, complete one of the following,

[X]  The amendment adopted by the corporation, set forth in full, is as follows

That ARTICLE 1 of the Articles of Incorporation be and hereby is amended to read
as follows: The name of the corporation is Roadway Next Day Corporation. The new
Registered Office Provider is: CT Corporation System Philadelphia County

[_]  The amendment adopted by the corporation is set forth in full in Exhibit A
     attached hereto and made a part hereof.

8.   Check if the amendment restates the Articles:

[_]  The restated Articles of Incorporation superseded the original articles and
     all amendments thereto.

                                        IN TESTIMONY WHEREOF, the undersigned
                                        corporation has caused these Articles of
                                        Amendment to be signed by a duly
                                        authorized officer thereof this

                                        11th day of December, 2001


                                        Arnold Industries, Inc.
                                        ----------------------------------------
                                                     Name of Corporation


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

                                        John J. Gasparovic
                                        Vice President
                                        ----------------------------------------
                                                        Title



                         Articles/Certificate of Merger

     In compliance with the requirements of the applicable provisions (relating
to articles of merger or consolidation), the undersigned, desiring to effect a
merger, hereby state that:

1.   The name of the corporation/limited partnership surviving the merger is:
     Roadway Next Day Corporation
- --------------------------------------------------------------------------------

2.   Check and complete one of the following:
[X]  The surviving corporation/limited partnership is a domestic
     business/nonprofit corporation/limited partnership and the (a) address of
     its current registered office in this Commonwealth or (b) name of its
     commercial registered office provider and the county of venue is (the
     Department is hereby authorized to correct the following information to
     conform to the records of the Department):
     (a)  Number and Street          City     State     Zip        County

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

     (b)  Name of Commercial Registered Office Provider            County
c/o  CT Corporation System                                      Philadelphia
- --------------------------------------------------------------------------------

[_]  The surviving corporation/limited partnership is a qualified foreign
     business/nonprofit corporation/limited partnership incorporated/formed
     under the laws of ______________________ and the (a) address of its current
     registered office in this Commonwealth or (b) name of its commercial
     registered office provider and the county of venue is (the Department is
     hereby authorized to correct the following information to conform to the
     records of the Department):
     (a)  Number and Street          City     State     Zip        County

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

     (b)  Name of Commercial Registered Office Provider            County
c/o
- --------------------------------------------------------------------------------

[_]  The surviving corporation/limited partnership is a nonqualified foreign
     business/nonprofit corporation/limited partnership incorporated/formed
     under the laws of ______________________ and the address of its principal
     office under the laws of such domiciliary jurisdiction is:
     Number and Street               City     State     Zip

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



3.   The name and the address of the registered office in this Commonwealth or
     name of its commercial registered office provider and the county of venue
     of each other domestic business/nonprofit corporation/limited partnership
     and qualified foreign business/nonprofit corporation/limited partnership
     which is a party to the plan of merger are as follows:

               Registered Office     Commercial Registered Office
     Name           Address                    Provider               County

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

4.   Check, and if appropriate complete, one of the following:

[X]  The plan of merger shall be effective upon filing these
     Articles/Certificate of Merger in the Department of State.

[_]  The plan of merger shall be effective on: ______________ at ______________.
                                                    Date              Hour

5.   The manner in which the plan of merger was adopted by each domestic
     corporation/limited partnership is as follows:

                                        Manner of Adoption
           Name                         adopted by the Directors pursuant to
Roadway Next Day Corporation            15 Pa.C.S.
- --------------------------------------------------------------------------------
                                        Sect. 1924(b)(2)
- --------------------------------------------------------------------------------

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

6.   Strike out this paragraph if no foreign corporation/limited partnership is
     a party to the merger. The plan was authorized, adopted or approved, as the
     case may be, by the foreign business/nonprofit corporation/limited
     partnership (or each of the foreign business/nonprofit corporations/limited
     partnerships) party to the plan in accordance with the laws of the
     jurisdiction in which it is incorporated/organized.

7.   Check, and if appropriate, complete one of the following:

[X]  The plan of merger is set forth in full in Exhibit A attached hereto and
     made a part hereof.

[_]  Pursuant to 15 Pa.C.S. Section 1901/ Section 8547(b) (relating to omission
     of certain provisions from filed plans) the provisions, if any , of the
     plan of merger that amend or constitute the operative provisions of the
     Articles of Incorporation/Certificate of Limited Partnership of the
     surviving corporation/limited partnership as in effect subsequent to the
     effective date of the plan are set forth in full in Exhibit A attached
     hereto and made a part hereof. The full text of the plan of merger is on
     file at the principal place of business of the surviving
     corporation/limited partnership, the address of which is:

- --------------------------------------------------------------------------------
     Number and street               City     State     Zip        County



                                        IN TESTIMONY WHEREOF, the undersigned
                                        corporation/limited partnership has
                                        caused these Articles/Certificate of
                                        Merger to be signed by a duly
                                        authorized officer thereof this


                                        7th day of June, 2002.


                                        Roadway Next Day Corporation
                                        ----------------------------------------
                                         Name of Corporation/Limited Partnership


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


                                        Treasurer
                                        ----------------------------------------
                                                          Title


                                        Maris, Inc.
                                        ----------------------------------------
                                         Name of Corporation/Limited Partnership


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


                                        Assistant Treasurer
                                        ----------------------------------------
                                                          Title



                          AGREEMENT AND PLAN OF MERGER

                                 BY AND BETWEEN

                          ROADWAY NEXT DAY CORPORATION
                          (A PENNSYLVANIA CORPORATION),

                                       AND

                                   MARIS, INC.
                            (A DELAWARE CORPORATION)

                            DATED AS OF JUNE 7, 2002



                          AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this "Agreement"), dated as of June 7,
2002, is by and between ROADWAY NEXT DAY CORPORATION, a Pennsylvania corporation
("Roadway Next Day"), and MARIS, INC., a Delaware corporation and a wholly-owned
subsidiary of Roadway Next Day ("Maris").

                                    RECITALS

     A. This Agreement provides for the merger of Maris with and into Roadway
Next Day (the "Merger"), with Roadway Next Day as the surviving corporation, in
accordance with Section 253 of the General Corporation Laws of the State of
Delaware (the "DGCL") and Section 1924(b) of the Pennsylvania Business
Corporation Law (the "PBCL"), and the terms and conditions set forth herein.

     B. The Boards of Directors of Roadway Next Day and Maris have approved the
Merger upon the terms and subject to the conditions set forth herein.

                             STATEMENT OF AGREEMENT

     Accordingly, in consideration of the mutual promises and agreement set
forth herein, and in order to set forth the terms and conditions of the Merger
and the mode of carrying the same into effect, the parties hereby agree as
follows:

     1. THE MERGER.

     1.1 The Merger. At the Effective Time (as defined in Section 1.3 hereof),
and subject to the terms and conditions of this Agreement and the DGCL and PBCL,
Maris shall be merged with and into Roadway Next Day, the separate corporate
existence of Maris shall thereupon cease, and Roadway Next Day shall be the
surviving corporation in the Merger (the "Surviving Corporation").

     1.2 Surviving Corporation. At the Effective Time, Roadway Next Day shall
continue its corporate existence under the laws of the State of Pennsylvania and
shall thereupon and thereafter possess all rights, privileges, powers and
franchises and all property of Maris and shall be subject to all debts,
liabilities and duties of Merger Sub, all as provided under the PBCL and DGCL.

     1.3 Effective Time of the Merger. The parties shall file (a) (i) a
certificate of merger in such form as is required by and executed in accordance
with the relevant provisions of the DGCL (the "Delaware Certificate of Merger")
and (ii) make all other filings or recordings required under the DGCL, and (b)
(i) file articles of merger in such form as is required by and executed in
accordance with the relevant provisions of the PBCL (the "Pennsylvania Articles
of Merger") and (ii) make all other filings or recordings required under the
PBCL. The Merger shall become effective on the later to occur of the filing of
(i) the Delaware Certificate of Merger with the Delaware Secretary of State and
(ii) the Pennsylvania Articles of Merger with the Pennsylvania Secretary of
State, or such later time as is specified in the Delaware Certificate of Merger
and the Pennsylvania Articles of Merger (the "Effective Time").

                                        1



     1.4 Articles of Incorporation of the Surviving Corporation. Immediately
following the Effective Time, the Articles of Incorporation of Roadway Next Day,
as in effect immediately prior to the Effective Time, as amended and restated,
shall thereafter serve as the Articles of Incorporation of the Surviving
Corporation until further amended or restated as provided therein and under the
PBCL.

     1.5 By-Laws of the Surviving Corporation. The Bylaws of Roadway Next Day,
as in effect immediately prior to the Effective Time, shall thereafter serve as
the Bylaws of the Surviving Corporation until thereafter amended or repealed as
provided therein and under the PBCL.

     1.6 Directors and Officers of the Surviving Corporation. At the Effective
Time, the directors and executive officers of the Surviving Corporation shall be
the directors and executive officers of Roadway Next Day, in the case of
directors, to serve until their successors are elected and qualified and, in the
case of officers, to serve at the pleasure of the Board of Directors of the
Surviving Corporation.

     1.7 Effects. The Merger shall have the effects set forth in the DGCL and
the PBCL.

     2. CONVERSION OF SECURITIES AND ASSUMPTION OF CERTAIN OBLIGATIONS.

     2.1 Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of Roadway Next Day, Maris or the
holders of any securities of the foregoing corporations:

          2.1.1. Common Stock of Maris. Each share of common stock, par value
$0.01 per share, of Maris issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be canceled and retired.

     2.2 Common Stock of Roadway Next Day. Each share of common stock, par value
$0.01 per share, of Roadway Next Day issued and outstanding or held in its
treasury immediately prior to the Effective Time shall remain issued and
outstanding and shall be unaffected by the Merger.

     3. MISCELLANEOUS.

     3.1 Amendment. At any time prior to the Effective Time, the parties hereto
may, to the extent permitted by the DGCL and the PBCL, by written agreement
signed by all of the parties hereto, amend, modify or supplement any provision
of this Agreement.

     3.2 Termination. This Agreement may be terminated and the Merger abandoned
by the Board of Directors or a duly authorized committee thereof of Roadway Next
Day at any time prior to the filing of the Delaware Certificate of Merger and/or
the Pennsylvania Articles of Merger. In the event of termination of this
Agreement as provided in this Section 3.2, this Agreement shall become null and
void and have no effect, without liability or obligation on the part of Roadway
Next Day or Maris.

                                        2



     3.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State.

     3.4 Readings. The headings set forth herein are for convenience only and
shall not be used in interpreting the text of the section in which they appear.

     3.5 Counterparts. This Agreement may be executed in one or more
counterparts which together shall constitute a single agreement.

                                        3



     IN WITNESS WHEREOF, Roadway Next Day and Maris, pursuant to the approval
and authority duly given by resolutions adopted by their respective Boards of
Directors, have caused this Agreement to be executed as of the date first above
written by their respective officers thereunto duly authorized.

                                        ROADWAY NEXT DAY CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:     Joseph R. Boni, III
                                              ----------------------------------
                                        Title:    Treasurer
                                              ----------------------------------


                                        MARIS, INC.


                                        By:
                                            ------------------------------------
                                        Name:        Joseph R. Boni, III
                                              ----------------------------------
                                        Title:       Assistant Treasurer
                                              ----------------------------------

                                        4



               C O M M O N W E A L T H  O F  P E N N S L V A N I A

                       D E P A R T M E N T  OF  S T A T E

                                December 04, 2003

                TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:


                          ROADWAY NEXT DAY CORPORATION

     I, Pedro A. Cortes, Secretary of the Commonwealth of Pennsylvania do hereby
certify that the foregoing and annexed is a true and correct photocopy of
Articles of Incorporation and all Amendments which appear of record in this
department

                                        IN TESTIMONY WHEREOF, I have hereunto
                                        set my hand and caused the Seal of the
                                        Secretary's Office to be affixed, the
                                        day and year above written.

                                        /s/ Pedro A. Cortes
                                        ----------------------------------------
                                        Secretary of the Commonwealth



                                                                    EXHIBIT 3.23

                                   LION CORP.
                                   * * * * * *
                                  B Y - L A W S
                                   * * * * * *

                                    ARTICLE I
                                     OFFICES

     Section 1.  The registered office shall be located in the city of
Philadelphia, Commonwealth of Pennsylvania.

     Section 2.  The corporation may also have offices at such other places both
within and without the Commonwealth of Pennsylvania as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1.  All meetings of the shareholders shall be held at such
geographic location within or without the Commonwealth, as may be from time to
time fixed or determined by the board of directors. One or more shareholders may
participate in a meeting of the shareholders by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting may hear from each other.

     Section 2.  An annual meeting of the shareholders, commencing with the year
2002, shall be held on April 15, if not a legal holiday and, if a legal holiday,
then on the next secular day following at 10:00 a.m. or on such other date and
time as shall be fixed by the Board of Directors, when they shall elect by a
majority note a board of directors, and transact such other business as may
properly be brought before the meeting.

     Section 3.  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of not less than twenty percent of all the
shares issued and outstanding and entitled to vote at the particular meeting,
upon written request delivered to the secretary of the corporation. Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not more than sixty days thereafter,
as the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call.

     Section 4.  Written notice of every meeting of the shareholders, specifying
the place, date and hour and the general nature of the business of the meeting,
shall be served upon or mailed, postage prepaid, at least five days prior to the
meeting, unless a greater period of notice is required by statute, to each
shareholder entitled to vote thereat.

     Section 5.  Except as otherwise provided by law the officer having charge
of the transfer books for shares of the corporation shall prepare and make a
complete list of the

                                      - 1 -



shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address and the number of shares held by each. Such list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting.

     Section 6.  The presence of shareholders entitled to cast at least a
majority of the votes that all shareholders are entitled to cast on a particular
matter to be acted upon at the meeting, present in person or represented by
proxy, shall be requisite and shall constitute a quorum for purposes of
consideration and action on such matter, except as otherwise provided by statute
or by the articles of incorporation or by these by-laws. If, however, any
meeting of shareholders cannot be organized because a quorum has not attended,
the shareholders entitled to vote thereat, present in person or by proxy, shall
have power, except as otherwise provided by statute, to adjourn the meeting to
such time and place as they may determine. Those shareholders entitled to vote
who attend a meeting called for the election of directors that has been
previously adjourned for lack of a quorum, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.

     Those shareholders entitled to vote who attend a meeting of shareholders
that has been previously adjourned for one or more periods aggregating at least
fifteen days because of an absence of a quorum, although less than a quorum,
shall nevertheless constitute a quorum for the purpose of acting upon any
matters set forth in the notice of the meeting if the notice states that those
shareholders who attend the adjourned meeting shall nevertheless constitute a
quorum for the purpose of acting upon the matter. At any adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.

     If a proxy casts a vote on behalf of a shareholder or any issue other than
a procedural motion considered at a meeting of shareholders, the shareholder
shall be deemed to be present during the entire meeting for purposes of
determining whether a quorum is present for consideration of any other issue.

     Section 7.  When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the articles of incorporation or of these by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

     Section 8.  Each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, unless otherwise provided in the articles of
incorporation. A proxy, unless coupled with an interest, shall be revocable at
will, notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until written
notice thereof has been given to the secretary of the corporation or its
designated agent. An unrevoked proxy shall not be valid after three years from
the date of its execution unless a longer time is expressly provided therein. A
proxy shall not be revoked by the death or incapacity of the maker

                                      - 2 -



unless, before the vote is counted or the authority is exercised, written notice
of the death or incapacity is given to the secretary of the corporation or its
designated agent.

     Section 9.  In advance of any meeting of shareholders, the board of
directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges or election are not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as a judge. The judges of election shall
do all such acts as may be proper to conduct the election or vote with fairness
to all shareholders, and shall make a written report of any matter determined by
them and execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder or his proxy. If there be three
judges of election the decision, act or certificate of a majority, shall be
effected in all respects as the decision, act or certificate of all.

     Section 10. Any action which may be taken at a meeting of the shareholders
may be taken without a meeting if, prior or subsequent to the action, a consent
or consents thereto by all of the shareholders who would be entitled to vote at
a meeting for such purpose and shall be filed with the secretary of the
corporation.

                                   ARTICLE III
                                    DIRECTORS

     Section 1.  The Board of Directors shall consist of one or more members as
determined initially by the incorporator and thereafter from time to time by
resolution of the board. The directors shall be elected at the annual meeting of
the shareholders, except as provided in Section 2 of this article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the remaining number of the board, though less than a quorum and each person so
elected shall be a director for the balance of the unexpired term.

     Section 3.  The business of the corporation shall be managed by its board
of directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.  The board of directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.

     Section 5.  The board of directors shall hold an annual meeting immediately
after the annual meeting of shareholders, and may hold such other regular
meetings of the board of

                                      - 3 -



directors may be held without notice at such time and at such place as shall
from time to time be determined by resolution of at least a majority of the
board at a duly convened meeting, or by unanimous written consent.

     Section 6.  Special meetings of the board may be called by the president on
two days' notice to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the request of two
directors.

     Section 7.  At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 8.  Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if, prior or subsequent to the
action, a consent or consents thereto by all of the directors in office is filed
with the secretary of the corporation.

     Section 9.  Unless otherwise restricted by the articles of incorporation or
these by-laws, members of the board of directors or of any committee thereof may
participate in a meeting of the board of directors or of any committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

                                   COMMITTEES

     Section 10. The board of directors may, by resolution adopted by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee to the extent provided in such resolution or in these by-laws, shall
have an exercise the authority of the board of directors in the management of
the business and affairs of the corporation except that a committee shall not
have any power or authority as to the following: The submission to shareholders
of any action requiring approval of shareholders under this subpart; the
creation or filling of vacancies in the board of directors; the adoption,
amendment or repeal of the by-laws; the amendment or repeal of any resolution of
the board that by its terms is amendable or repealable only by the board; action
on matters committed by the bylaws or resolution of the board of directors
exclusively to another committee of the board. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
The committees shall keep regular minutes of the proceedings and report the same
to the board when required.

                                      - 4 -



                            COMPENSATION OF DIRECTORS

     Section 11. The board of directors shall have the authority to fix the
compensation of directors for their services as directors and a director may be
a salaried officer of the corporation.

                                   ARTICLE IV
                                     NOTICES

     Section 1.  Notices to directors and shareholders shall be given to the
person either personally or by sending a copy thereof (i) by first class or
express mail, postage prepaid, or courier service, charges prepaid, to his
postal address appearing on the books of the corporation or, in the case of
directors, supplied by him to the corporation for the purpose of notice or (ii)
by facsimile transmission, email or other electronic communication to his
facsimile number or address for email or other electronic communications
supplied by him to the corporation for the purpose of notice. Notice pursuant to
subparagraph (i) above shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a courier service for
delivery to that person. Notice pursuant to subparagraph (ii) shall be deemed to
have been given to the person entitled thereto when sent. A notice of meeting
shall specify the day and hour and geographic location, if any, of the meeting
and any other information required by law. When a meeting of shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which the adjournment is taken, unless the board
fixes a new record date for the adjourned meeting.

     Section 2.  Whenever any written notice is required to be given under the
provisions of law or the articles or by-laws, a waiver thereof in writing,
signed by the person or persons entitled to the notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of the notice.
Except as otherwise required by this section, neither the business to be
transacted at, nor the purpose of, a meeting need be specified in the waiver of
notice of the meeting. In the case of a special meeting of shareholders, the
waiver of notice shall specify the general nature of the business to be
transacted. Attendance of a person at any meeting shall constitute a waiver of
notice of the meeting except where a person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened.

                                    ARTICLE V
                                    OFFICERS

     Section 1.  The officers of the corporation shall be chosen by the board of
directors and shall be a president, a secretary and a treasurer. The president
and secretary shall be natural persons of full age; the treasurer may be a
corporation but, if a natural person, shall be of full age. The board of
directors may also choose vice-presidents and one or more assistant secretaries
and assistant treasurers. Any number of the aforesaid offices may be held by the
same person.

                                      - 5 -



     Section 2.  The board of directors, immediately after each annual meeting
of shareholders, shall elect a president, who may, but need not be a director,
and the board shall also annually choose a secretary and a treasurer who need
not be members of the board.

     Section 3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

     Section 6.  If required by the board of directors, an officer shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                  THE PRESIDENT

     Section 7.  The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 8.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other office or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 9.  The vice-president, of if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties

                                      - 6 -



for the executive committee when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of an assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

     Section 11. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 12. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE VI
                             CERTIFICATES OF SHARES

     Section 1.  The shares of the corporation shall be represented by a
certificate or shall be uncertificated if so provided for in the by-laws. The
certificates of shares of the corporation shall be numbered and registered in a
share register as they are issued. They shall exhibit the name of the registered
holder and the number and class of shares and the series, if any, represented
thereby and the par value of each share or a statement that such shares are
without par value as the case may be. If more than one class of shares is
authorized, the certificate shall state that the corporation will furnish to any
shareholder, upon request and without charge a full or summary statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, and the variations thereof between the
shares of each series, and the authority of the board of directors to fix and
determine the relative rights and

                                      - 7 -



preferences of subsequent series. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Section 1528 of the Business
Corporation Law or a statement that the corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     Section 2.  Every share certificate shall be signed by the president or
vice-president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.

     Section 3.  Where a certificate is signed by a transfer agent or an
assistant transfer agent or a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who have signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

                                LOST CERTIFICATES

     Section 4.  The board of directors shall direct a new certificate of
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.

                               TRANSFERS OF SHARES

     Section 5.  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, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

     Section 6.  The board of directors may fix a time, not more than ninety
days, prior to the date of any meeting of shareholders or the date fixed for the
payment of any dividend or

                                      - 8 -



distribution or the date for the allotment of rights or the date when any change
or conversion or exchange of shares will be made or go into effect, as a record
date for the determination of the shareholders entitled to notice of and to vote
at any such meeting or entitled to receive payment of any such dividend or
distribution or to receive any such allotment of rights or to exercise the
rights in respect to any such change, conversion or exchange of shares. In such
case only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting or to receive
payment of such dividend or to receive such allotment of rights or to exercise
such rights, as the case may be, notwithstanding any transfer of any shares on
the books of the corporation after any record date so fixed. The board of
directors may close the books of the corporation against transfers of shares
during the whole or any part of such period and in such case written or printed
notice thereof shall be mailed at least ten days before the closing thereof to
each shareholder of record at the address appearing on the records of the
corporation or supplied by him to the corporation for the purpose of notice.

                             REGISTERED SHAREHOLDERS

     Section 7.  The corporation shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, and shall not be liable for any registration or transfer of
shares which are registered to or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with actual knowledge that a fiduciary or
nominee of a fiduciary is committing a breach of trust in requesting such
registration or transfer, or with knowledge of such facts that its participation
therein amounts to bad faith.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 1.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a

                                      - 9 -



director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     Section 3.  To the extent that any person described in Section 1 or 2 of
this Article VII has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in said Sections, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Section 4.  Any indemnification under Section 1 or 2 of this Article VII
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of any person
described in said Sections is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in written
opinion, or (3) by the shareholders of the corporation.

     Section 5.  Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of any person described in said Section to repay such amount if it shall
ultimately be determined that he is not entitled to indemnification by the
corporation as authorized in this Article VII. Advancement of expenses shall be
authorized by the board of directors.

     Section 6.  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this Article VII shall not be deemed
exclusive of any other rights to which those provided indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

     Section 7.  The board of directors may authorize, by a vote of the majority
of the full board, the corporation to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in

                                     - 10 -



any such capacity, or arising out of his status at such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.

     Section 8.  The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VII shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     Section 9.  Unless otherwise restricted by law, the provisions of this
Article VII shall remain in full force and effect. If any word, clause or
provision of this Article VII or any award made hereunder shall for any reason
be determined to be invalid, the provisions hereof shall not otherwise be
affected thereby but shall remain in full force and effect.

     Section 10. The intent of this Article VII is to provide for
indemnification and advancement of expenses to the fullest extent permitted by
statute or the laws of the Commonwealth of Pennsylvania. To the extent that such
statute or any successor statute may be amended or supplemented from time to
time, this Article VII shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.

                                  ARTICLE VIII
                              CERTAIN TRANSACTIONS

     Section 1.  Unless otherwise restricted by law, no contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:

          (a)    The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the board of
     directors or the committee, and the board or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b)    The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c)    The contracts is fair as to the corporation as of the time it
     is authorized, approved or ratified, by the board of directors, a committee
     thereof, or the shareholders.

     Section 2.  Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.

                                     - 11 -



                                   ARTICLE IX
                               GENERAL PROVISIONS
                                  DISTRIBUTIONS

     Section 1.  Distributions upon the shares of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law.
Distributions may be paid in cash, in property, or in its shares, subject to the
provisions of the articles of incorporation.

     Section 2.  Before payment of any distributions, there may be set aside out
of any funds of the corporation available for distributions such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.  The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5.  The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                    ARTICLE X
                                   AMENDMENTS

     Section 1.  These by-laws may be altered, amended or repealed by a majority
vote of the shareholders entitled to vote thereon at any regular or special
meeting duly convened after notice to the shareholders of that purpose or by a
majority vote of the members of the board of directors at any regular or special
meeting duly convened after notice to the directors of that purpose, subject
always to the power of the shareholders to change such action by the directors.

                                     - 12 -

Opinion of Fulbright & Jaworski L.L.P.

EXHIBIT 5.1

[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P]

February 23, 2004

Yellow Roadway Corporation

10990 Roe Avenue

Overland Park, Kansas 66211

Ladies and Gentlemen:

We have acted as counsel to Yellow Roadway Corporation, a Delaware corporation (the “Company”), and the subsidiaries listed on Schedule I hereto (collectively, the “Guarantors” and, together with the Company, the “Registrants”) in connection with the registration under the Securities Act of 1933 of $150,000,000 principal amount of the Registrant’s 3.375% Contingent Convertible Senior Notes due 2023 (the “Notes”), the guarantees of the Guarantors with respect to the Notes (the “Guarantees”) and 3,260,870 shares of the Registrant’s common stock, par value $1.00 per share, which are issuable on conversion of the Notes (the “Shares”), as described in the Registrants’ Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to the Notes, the Guarantees and the Shares (the “Registration Statement”).

In connection with the foregoing, we have examined originals or copies of such corporate records, as applicable, of the Company and the Guarantors, certificates and other communications of public officials, certificates of officers of the Company and the Guarantors and such other documents as we have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and the Guarantors and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the due authorization, execution and delivery by the parties thereto of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Notes and Guarantees have been validly issued and the Shares, when issued on conversion of Notes in accordance with the terms of the Notes and the Indenture, dated as of November 25, 2003 (the “Indenture”), among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, will be duly and validly issued, fully paid and nonassessable.

The opinions expressed herein are limited exclusively to the federal laws of the United States of America, the laws of the State of New York and applicable provisions of, respectively, the Delaware Constitution, the Delaware General Corporation Law and reported judicial interpretations of such law, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. To the extent that any of the Guarantors are incorporated under the laws of another jurisdiction, we have assumed the following: (i) that such Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its state of incorporation; (ii) that each of the Indenture and the Guarantees have been duly authorized by it, the Indenture has been duly executed by it and it has full corporate power and authority to enter into each of such agreements; and (iii) no consent, approval, authorization or order of any court or governmental agency or body of its state of incorporation is required of it for the consummation of the transactions contemplated by the Indenture or Guarantees.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Fulbright & Jaworski L.L.P.

Schedule I


Name of Subsidiary		Jurisdiction of Incorporation
Yellow Transportation, Inc.		Indiana
Yellow Technologies, Inc.		Delaware
Mission Supply Company		Kansas
Yellow Relocation Services, Inc.		Kansas
Meridian IQ, Inc.		Delaware
Yellow GPS, LLC		Delaware
Globe.com Lines, Inc.		Delaware
Roadway LLC		Delaware
Roadway Express, Inc.		Delaware
Roadway Next Day Corporation		Pennsylvania

Statement of Computation of Ratios

Exhibit 12.1

The following illustrates the computation of the historical ratio of earnings to fixed charges:


	FISCAL YEAR ENDED DECEMBER 31,															NINE MONTHS ENDED SEPTEMBER 30, 2003
	1998			1999			2000			2001			2002			NINE MONTHS ENDED SEPTEMBER 30, 2003
Fixed Charges :
Interest on debt and capitalized leases	$	2,476		$	5,852		$	9,873		$	7,926		$	6,706		$	10,987
Amortization of debt discount and expense		300			414			572			1,159			1,945			1,980
Interest element of rentals *		2,101			3,698			3,572			3,698			3,484			2,985
Investee’s fixed charges		—			—			241			487			—			—

Total Fixed Charges	$	4,877		$	9,964		$	14,258		$	13,270		$	12,135		$	15,952

Earnings :
Net income (loss)	$	(28,669	)	$	50,915		$	68,018		$	15,301		$	(93,902	)	$	41,355
Add back:
Loss (Income) from discontinued operations		60,686			(12,169	)		(6,413	)		(4,712	)		117,875			—
Income tax provision		23,376			28,404			43,522			6,770			13,613			26,775
Loss on equity method investment		—			—			3,329			5,741			—			—
Fixed charges less interest capitalized		4,868			9,944			14,244			13,065			12,135			15,952

Total Earnings	$	60,261		$	77,094		$	122,700		$	36,165		$	49,721		$	84,082

Ratio of Earnings to Fixed Charges		12.4			7.7			8.6			2.7			4.1			5.3

We determined the interest component of rent expense to be 10%.



                                                                    Exhibit 23.1

                          Independent Auditors' Consent

We consent to the use of our report dated January 23, 2003, except for the
condensed consolidating financial statements note as to which the date is
October 7, 2003, with respect to the consolidated balance sheets of Yellow
Corporation (the Company) 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 which report appears in the Yellow Corporation Form 8-K
dated October 21, 2003, incorporated by reference herein; and to the use of our
report dated January 23, 2003, with respect to the financial statement schedule,
which report appears in the Yellow Corporation Annual Report on Form 10-K,
incorporated by reference herein; and to the reference to our firm under the
heading "Experts" in the Registration Statement on Form S-3.

Our report on the financial statements contains an explanatory paragraph that
describes the Company's adoption of Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets.

KPMG LLP


Kansas City, Missouri
February 19, 2004



                                                                    Exhibit 23.2

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Yellow Roadway
Corporation for the registration of $150,000,000 of its 3.375% Contingent
Convertible Senior Notes due 2023, the guarantees related thereto and 3,260,870
shares of its common stock into which the notes are convertible, and to the
incorporation by reference therein of our report dated January 22, 2004, with
respect to the consolidated financial statements of Roadway Corporation included
in Yellow Roadway Corporation's Current Report on Form 8-K dated February 19,
2004, and to the incorporation by reference therein of our report dated January
22, 2003, with respect to the consolidated financial statements of Roadway
Corporation included in Yellow Corporation's Current Report on Form 8-K dated
October 21, 2003, filed with the Securities and Exchange Commission.

                                                              Ernst & Young LLP

Akron, Ohio
February 19, 2004

Statement of Eligibility and Qualification of Trust

EXHIBIT 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT

OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

60 WALL STREET
NEW YORK, NEW YORK		10005
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Will Christoph

Legal Department

60 Wall Street, 36th

New York, New York 10005

(212) 250-0378

(Name, address and telephone number of agent for service)

Yellow Roadway Corporation

(Exact name of Registrant as specified in its charter)

Delaware

48-0948788

(State or other jurisdiction

of incorporation or organization)

(IRS Employer Identification No.)

10990 Roe Avenue

Overland Park, Kansas 66211

(913) 696-6100

(Address, including zip code and telephone number, including

area code, of registrant’s principal executive offices)

3.375% Contingent Convertible Senior Notes due 2023

Item 1. General Information.

Furnish the following information as to the trustee.

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.



Exhibit 1		—Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 22, 2002, copies attached.

Exhibit 2		—Certificate of Authority to commence business—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.

Exhibit 3		—Authorization of the Trustee to exercise corporate trust powers—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.

Exhibit 4		—Existing By-Laws of Bankers Trust Company, as amended on April 15, 2002. Copy attached.



Exhibit 5		—Not applicable.

Exhibit 6		—Consent of Bankers Trust Company required by Section 321(b) of the Act.—Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864.

Exhibit 7		—The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2003. Copy attached.

Exhibit 8		—Not Applicable.

Exhibit 9		—Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 17^th day of February, 2004.


DEUTSCHE BANK TRUST COMPANY AMERICAS

By:		/s/ Annie Jaghatspanyan

		Annie Jaghatspanyan Associate

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York, this 25th day of September in the Year of our Lord one thousand nine hundred and ninety-eight.

Manuel Kursky

Deputy Superintendent of Banks

RESTATED

ORGANIZATION

CERTIFICATE

BANKERS TRUST COMPANY

Under Section 8007

Of the Banking Law

Bankers Trust Company

1301 6^th Avenue, 8^th Floor

New York, N.Y. 10019

Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998

RESTATED ORGANIZATION CERTIFICATE

BANKERS TRUST

Under Section 8007 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on
March 5, 1903.

3. The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein-set forth in full, to wit:

“Certificate of Organization

Bankers Trust Company

Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:

I. The name by which the said corporation shall be known is Bankers Trust Company.

II. The place where its business is to be transacted is the City of New York, in the State of New York.

III. Capital Stock: The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.

(a) Common Stock

1. Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.

2. Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.

3. Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

4. Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.

(b) Series Preferred Stock

1. Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, buy without limiting the generality of the foregoing, the following:

(i) The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

(ii) The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

(iii) Whether or not the share of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

(iv) The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

(vi) Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and

(vii) Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares outstanding.

All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (I) to (vii) inclusive above.

2. Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.

All Shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

3. Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

4. Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.

5. Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.

6. Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.

(c) Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)

1. Designation: The distinctive designation of the series established hereby shall be “Floating Rate Non-Cumulative Preferred Stock, Series A” (hereinafter called “Series A Preferred Stock”).

2. Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.

3. Dividends:

(a) Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the “Issue Date”) and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year (“Dividend Payment Date”) commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is herein called a “Dividend Period”. If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.

(b) Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the “Dividend Rate”) shall be determined on the basis of the following provisions:

(i) On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.

(ii) On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months

commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New York City selected by the corporation at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.

(ii) The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.

As used above, the term “Dividend Determination Date” shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term “London Business Day” shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

4. Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.

So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be, materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.

The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.

5. Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of

the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the “liquidation value”) together with the amount of all dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.

6. Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.

At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders. If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation’s obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

IV. The name, residence and post office address of each member of the corporation are as follows:


Name	Residence	Post Office Address
James A. Blair	9 West 50th Street, Manhattan, New York City	33 Wall Street, Manhattan, New York City

James G. Cannon	72 East 54th Street, Manhattan New York City	14 Nassau Street, Manhattan, New York City

E. C. Converse	3 East 78th Street, Manhattan, New York City	139 Broadway, Manhattan, New York City

Henry P. Davison	Englewood, New Jersey	2 Wall Street, Manhattan, New York City

Granville W. Garth	160 West 57th Street, Manhattan, New York City	33 Wall Street Manhattan, New York City

A. Barton Hepburn	205 West 57th Street Manhattan, New York City	83 Cedar Street Manhattan, New York City

William Logan	Montclair, New Jersey	13 Nassau Street Manhattan, New York City

George W. Perkins	Riverdale, New York	23 Wall Street, Manhattan, New York City

William H. Porter	56 East 67th Street Manhattan, New York City	270 Broadway, Manhattan, New York City

John F. Thompson	Newark, New Jersey	143 Liberty Street, Manhattan, New York City

Albert H. Wiggin	42 West 49th Street, Manhattan, New York City	214 Broadway, Manhattan, New York City

Samuel Woolverton	Mount Vernon, New York	34 Wall Street, Manhattan, New York City

Edward F.C. Young	85 Glenwood Avenue, Jersey City, New Jersey	1 Exchange Place, Jersey City, New Jersey

V. The existence of the corporation shall be perpetual.

VI. The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized accordance with the provisions of the Banking Law of the State of New York.

VII. The number of directors of the corporation shall not be less than 10 nor more than 25.”

4. The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6^th day of August, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th day of August, 1998.

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Vice President and Assistant Secretary

Lea Lahtinen


State of New York		)
		) ss:
County of New York		)

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

Lea Lahtinen

Sworn to before me this

6th day of August, 1998.

Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public State of New York

No. 31-4942101

Qualified in New York County

Commission Expires September 19, 1998

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,” dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New York, this 31st day of August in the Year of our Lord one thousand nine hundred and ninety-eight.

Manuel Kursky

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

3. The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

4. Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

is hereby amended to read as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September, 1998

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Vice President and Assistant Secretary


State of New York		)
		) ss:
County of New York		)

Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

Lea Lahtinen

Sworn to before me this 25^th day

of September, 1998

Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public State of New York

No. 31-4942101

Qualified in New York County

Commission Expires September 19, 2000

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York, this 18th day of December in the Year of our Lord one thousand nine hundred and ninety-eight.

P. Vincent Conlon

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

is hereby amended to read as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty-Seven (212,730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December, 1998

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Vice President and Assistant Secretary


State of New York		)
		) ss:
County of New York		)

Lea Lahtinen

Sworn to before me this 16^th day

of December, 1998

Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public State of New York

No. 31-4942101

Qualified in New York County

Commission Expires September 19, 2000

BANKERS TRUST COMPANY

ASSISTANT SECRETARY’S CERTIFICATE

I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation duly organized and existing under the laws of the State of New York, the United States of America, do hereby certify that attached copy of the Certificate of Amendment of the Organization Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on file in the Banking Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this 4th day of April, 2002.

[SEAL]

/s/ Lea Lahtinen

Lea Lahtinen, Vice President and Assistant Secretary Bankers Trust Company


State of New York		)
		) ss:
County of New York		)

On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ Sonja K. Olsen

Notary Public

SONJA K. OLSEN

Notary Public, State of New York

No. 01OL4974457

Qualified in New York County

Commission Expires November 13, 2002

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the Banking Law” dated February 27, 2002, providing for a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.

Witness, my hand and official seal of the Banking Department at the City of New York, this 14th day of March two thousand and two.

/s/ P. Vincent Conlon

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.

4. The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company with the reference to the name of the Bankers Trust Company, which reads as follows:

“1. The name of the corporation is Bankers Trust Company.”

is hereby amended to read as follows effective on April 15, 2002:

“1. The name of the corporation is Deutsche Bank Trust Company Americas.”

6. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

/s/ James T. Byrne Jr.

James T. Byrne Jr.

Secretary

/s/ Lea Lahtinen

Lea Lahtinen

Vice President and Assistant Secretary


State of New York		)
		) ss:
County of New York		)

/s/ Lea Lahtinen

Lea Lahtinen

Sworn to before me this 27th day

of February, 2002

/s/ Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public, State of New York

No. 01WE4942401

Qualified in New York County

Commission Expires September 19, 2002

EXHIBIT A

State of New York

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Banks as of the dates specified:

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 14, 1905

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 4, 1909

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on February 1, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on June 17, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on March 21, 1912

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on January 15, 1915

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on December 18, 1916

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 28, 1918

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 4, 1919

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on June 12, 1928

Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on April 4, 1929

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 11, 1934

Certificate of Extension to perpetual—filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 11, 1944

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed January 30, 1953

Restated Certificate of Incorporation—filed November 6, 1953

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 8, 1955

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 1, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on July 14, 1960

Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 30, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on January 26, 1962

Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 9, 1963

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 7, 1964

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 24, 1965

Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock—filed January 24, 1967

Restated Organization Certificate—filed June 1, 1971

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed October 29, 1976

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 22, 1977

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed August 5, 1980

Restated Organization Certificate—filed July 1, 1982

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 18, 1986

Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors—filed January 22, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 28, 1990

Restated Organization Certificate—filed August 20, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 26, 1992

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 28, 1994

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 21, 1996

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1996

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock—filed June 27, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 26, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 29, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 26, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1998

Restated Organization Certificate—filed August 31, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 25, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 18, 1998; and

Certificate of Amendment of the Organization Certificate providing for a change in the number of directors—filed September 3, 1999; and

THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Banks except those set forth above; and attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with its principal office and place of business located at 130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day of October in the Year Two Thousand and One.

/s/ P. Vincent Conlon

Deputy Superintendent of Banks

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York

BY-LAWS

Deutsche Bank Trust Company Americas

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any
Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to time provided, however, that the Board of Directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the Board of Directors shall meet at least once, and its Executive Committee shall not be required to meet at least once in each thirty day period during which the Board of Directors does not meet. Special meetings of the Board of Directors may be called upon at least two day’s notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Committee as the Committee from time to time may designate shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time

shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors’ examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.

In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company’s assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the extent considered necessary or advisable in order to determine that the operations of the Company, including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall

report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys’ fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (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 or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.

ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.

I, Annie Jaghatspanyan, an Associate of Deutsche Bank Trust Company Americas, New York, New York, hereby certify that the foregoing is a complete, true and correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that the same are in full force and effect at this date.

Associate

DATED AS OF: February 17, 2004


DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031
Legal Title of Bank		RC-1
NEW YORK
City		11
NY 10005-2858
State Zip Code

FDIC Certificate Number — 00623

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for September 30, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

reported the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet


	Dollar Amounts in Thousands			RCFD

ASSETS				/ / / / / / / / / / / / / / / /
1.	Cash and balances due from depository institutions (from Schedule RC-A):			/ / / / / / / / / / / / / / / /
	a. Noninterest-bearing balances and currency and coin (1)			0081	2,807,000	1.a.
	b Interest-bearing balances (2)			0071	113,000	1.b.
2.	Securities:			/ / / / / / / / / / / / / / / /
	a Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a.
	b Available-for-sale securities (from Schedule RC-B, column D)			1773	58,000	2.b.
3.	Federal funds sold and securities purchased under agreements to resell			RCON		3.
	a Federal funds sold in domestic offices			B987	1,958,000	3.a
				RCFD
	b Securities purchased under agreements to resell (3)			B989	5,503,0000	3.b
4.	Loans and lease financing receivables (from Schedule RC-C):			/ / / / / / / / / / / / / / / /
	a Loans and leases held for sale			5369	0	4.a.
	b Loans and leases, net unearned income	B528	10,097,000	/ / / / / / / / / / / / / / / /		4.b.
	c LESS: Allowance for loan and lease losses	3123	406,000	/ / / / / / / / / / / / / / / /		4.c.
	d Loans and leases, net of unearned income and			/ / / / / / / / / / / / / / / /
	allowance (item 4.b minus 4.c)			B529	7,149,000	4.d.
5.	Trading Assets (from schedule RC-D)			3545	12,644,000	5.
6.	Premises and fixed assets (including capitalized leases)			2145	278,000	6.
7.	Other real estate owned (from Schedule RC-M)			2150	60,000	7.
8.	Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	3,046,000	8.
9.	Customers’ liability to this bank on acceptances outstanding			2155	0	9.
10.	Intangible assets			/ / / / / / / / / / / / / / / /
	a. Goodwill			3163	0	10.a
	b. Other intangible assets (from Schedule RC-M)			0426	29,000	10.b
11.	Other assets (from Schedule RC-F)			2160	2,193,000	11.
12.	Total assets (sum of items 1 through 11)			2170	35,838,000	12.

(1)

Includes cash items in process of collection and unposted debits.

(2)

Includes time certificates of deposit not held for trading.

(3)

Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.


DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031

Legal Title of Bank		RC-2

FDIC Certificate Number — 00623		12

Schedule RC—Continued


Dollar Amounts in Thousands
LIABILITIES
13. Deposits:			/ / / / / / / / / / / / / / / / / / / /
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			RCON 2200	8,679,000	13.a.
(1) Noninterest-bearing(1)	RCON 6631	3,050,000	/ / / / / / / / / / / / / / / / / / / /		13.a.(1)
(2) Interest-bearing	RCON 6636	6,784,000	/ / / / / / / / / / / / / / / / / / / /		13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			/ / / / / / / / / / / / / / / / / / / /
(from Schedule RC-E part II)			RCFN 2200	8,941,000	13.b.
(1) Noninterest-bearing	RCFN 6631	1,814,000	/ / / / / / / / / / / / / / / / / / / /		13.b.(1)
(2) Interest-bearing	RCFN 6636	7,609,000	/ / / / / / / / / / / / / / / / / / / /		13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal Funds purchased in domestic offices (2)			B993	7,341,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)			8995	0	14.b
15. Trading liabilities (from Schedule RC-D)			RCFD 3548	1,331,000	15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):			/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /
(from Schedule RC-M):			RCFD 3190	103,000	16.A548
17. Not Applicable.			/ / / / / / / / / / / / / / / / / / / /		17.
18. Bank’s liability on acceptances executed and outstanding			RCFD 2920	0	18.
19. Subordinated notes and debentures (2)			RCFD 3200	9,000	19.
20. Other liabilities (from Schedule RC-G)			RCFD 2930	1,711,000	20.
21. Total liabilities (sum of items 13 through 20)			RCFD 2948	28,115,000	21.
22. Minority interest in consolidated subsidiaries			RCFD 3000	624,000	22.
			/ / / / / / / / / / / / / / / / / / / /
EQUITY CAPITAL			/ / / / / / / / / / / / / / / / / / / /
23. Perpetual preferred stock and related surplus			RCFD 3838	1,500,000	23.
24. Common stock			RCFD 3230	2,127,000	24.
25. Surplus (exclude all surplus related to preferred stock)			RCFD 3839	584,000	25.
26. a. Retained earnings			RCFD 3632	2,879,000	26.a.
b. Accumulated other comprehensive Income (3)			RCFD B530	9,000	26.b.
27. Other equity capital components (4)			RCFD A130	0	27.
28. Total equity capital (sum of items 23 through 27)			RCFD 3210	7,099,000	28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			RCFD 3300	35,838,000	29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001		RCFD 6724	Number N/A		M.1

1 =

Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 =

Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 =

Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4 =

Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 =

Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 =

Review of the bank’s financial statements by external auditors

7 =

Compilation of the bank’s financial statements by external auditors

8 =

Other audit procedures (excluding tax preparation work)

9 =

No external audit work

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)

Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16, “other borrowed money.”

(3)

Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)

Includes limited-life preferred stock and related surplus.

(5)

Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)

Includes treasury stock and unearned Employee Stock Plan shares.