Yellow Transportation Inc ▼

                           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  . . .

                                   BY-LAWS OF

                        YELLOW REDEVELOPMENT CORPORATION

                                    ARTICLE I

                                 GENERAL OFFICE

     The general office of this company shall be at 92nd Street at State Line
Road, Kansas City, Missouri, or at such place as may hereafter be designated by
the Board of Directors.

                                   ARTICLE II

                         ANNUAL MEETING OF STOCKHOLDERS

     The annual meeting of the stockholders of the corporation shall be held at
eleven o'clock  . . .

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I     INTERPRETATION...................................................1

ARTICLE II    MEETINGS OF STOCKHOLDERS.........................................1

   Section 1.    Place and Time................................................1

   Section 2.    Special Meetings..............................................1

   Section 3.    Chairman..................... . . .

No. 109761

                                STATE OF MISSOURI

                          Certificate of Incorporation

     WHEREAS, An Association organized under the name of YELLOW REDEVELOPMENT
CORPORATION has filed in the office of the Secretary of State Articles of
Incorporation, in writing as provided by law and has, in all respects, complied
with the requirements of The Urban Redevelopment Corporation Act of Missouri
governing the formation of Private Corporations:

     NOW, THEREFORE, I, WARREN E. HEARNES, Secretary of State of the State of
Missouri, in virtue and by  . . .

DEALER MANAGER AGREEMENT

             [?], 2004

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Ladies and Gentlemen:

DEALER MANAGER AGREEMENT

October [?], 2004

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Ladies and Gentlemen: