S-3

As filed with the Securities and Exchange Commission on October 22, 2003

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Yellow 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 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
5.0% Contingent Convertible Senior Notes due 2023	$	250,000,000	(1)	100	%(3)	$	250,000,000	(3)	$	20,225
Common Stock, par value $1.00 per share (4)		6,371,050	(5)	N/A			N/A			N/A
Guarantees of the 5.0% Contingent Convertible Senior Notes due 2023 (6)		N/A		N/A			N/A			N/A

(1) Represents the aggregate principal amount of 5.0% Contingent Convertible Senior Notes due 2023 that we sold on August 8, 2003 and August 15, 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 $39.24, which equals a conversion rate of 25.4842 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 5.0% Contingent Convertible Senior Notes due 2023 are the obligations of Yellow Corporation and are guaranteed from the date of their issuance 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 Redevelopment Corporation	Missouri	43-6044821
Yellow Relocation Services, Inc.	Kansas	48-1067939
Yellow Dot Com Subsidiary, Inc.	Delaware	4801233134
MegaSys, Inc.	Indiana	35-1757591
Meridian IQ, LLC	Delaware	48-1231016
Yellow GPS, LLC	Delaware	48-1119865
Globe.com Lines, Inc.	Delaware	52-2068065

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 OCTOBER 22, 2003

PROSPECTUS

Yellow Corporation

$250,000,000

5.0% 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 or in any supplement to 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 September 30, 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 $39.24 per share, which is equal to a conversion rate of approximately 25.4842 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                      , 2003, the closing sale price of our common stock was $             per share.

The Notes bear interest at a rate of 5.0% per annum. Interest on the Notes is payable on August 8 and February 8 of each year, beginning on February 8, 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 August 8, 2010, 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 August 8, 2023. We may redeem some or all of the Notes at any time on or after August 13, 2010, 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 August 8, 2010, 2013 and 2018, 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 our domestic operating subsidiaries as of the time of the initial issuance of the Notes and certain of our future domestic subsidiaries. The Notes effectively are subordinated to any of our or our guarantor subsidiaries’ secured debt, including our proposed senior secured bank financing and, following the Roadway acquisition, 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 6 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             , 2003

Table of Contents

	Page
About This Prospectus	i
Cautionary Statement Regarding Forward-Looking Information	i
Summary	1
Our Company	1
The Offering	3
Risk Factors	6
Ratio of Earnings to Fixed Charges	10
No Proceeds	10
Selling Security Holders	10
Description Of Notes	14
Description Of Capital Stock	26
Material U.S. Federal Income Tax Considerations	28
Plan Of Distribution	34
Legal Matters	36
Experts	36
Where You Can Find More Information	36

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 Yellow’s 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

i

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

• whether we are able to complete the Roadway acquisition under the terms of the merger agreement described and incorporated by reference in this prospectus and, if we do complete the Roadway acquisition, the actual results of the combined company could differ materially from the expectations set forth in this prospectus and the documents incorporated by reference depending on additional factors such as:

• the combined company’s cost of capital;

• the ability of the combined company 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 the combined company may suffer as a result of the merger;

• the combined company’s 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.

ii

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”, the “company”, “we”, “our” and “us” in this prospectus refer to Yellow Corporation and its subsidiaries, unless the context otherwise requires. The term “Roadway” refers to Roadway Corporation and its subsidiaries, unless the context otherwise requires. The terms “merger” or “Roadway acquisition” refer to the 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

General

Yellow Corporation, a $2.6 billion Fortune 500 company, is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of asset and non-asset-based transportation services integrated by technology.

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

Yellow Transportation, founded in 1924, serves more than 400,000 manufacturing, wholesale, retail and government customers throughout North America. No single customer accounts for more than 6% of Yellow Transportation revenue. Operating from 336 strategically located facilities, Yellow Transportation provides service throughout North America, including Puerto Rico and Hawaii. Shipments range from 100 to 40,000 pounds, with an average shipment size of 1,000 pounds traveling an average distance of more than 1,200 miles. Yellow Transportation has over 700 employees with sales responsibilities.

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

Yellow Technologies provides innovative technology solutions and services exclusively for Yellow companies. For example, Yellow Technologies has developed and supports proprietary technology that enhances the efficiency of the Yellow Transportation network.

Yellow employs approximately 23,000 people and our principal executive offices are located at 10990 Roe Avenue, Overland Park, Kansas 66211. Our telephone number is (913) 696-6100.

1

The Merger

On July 8, 2003, Yellow and Roadway Corporation agreed to the acquisition of Roadway by Yankee LLC, a newly formed Delaware limited liability company and a wholly owned subsidiary of Yellow, under the terms of the merger agreement filed as an exhibit to our Current Report on Form 8-K filed on July 8, 2003, as amended. See “Where You Can Find More Information”. The merger agreement is the legal document that governs the merger, and we urge you to read that document. Completion of the merger is subject to various conditions, including regulatory and stockholder approvals. The merger agreement also contains termination provisions and, in some cases, provides for the payment of termination fees. At the effective time of the merger, Roadway will merge with and into Yankee LLC and operate as a wholly owned subsidiary of Yellow under the name “Roadway LLC”.

2

The Offering

This prospectus covers the resale of up to $250,000,000 aggregate principal amount of the Notes and the 6,371,050 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 $250,000,000 aggregate principal amount of the Notes on August 8, 2003 and August 15, 2003, 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 private placements 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	$250,000,000 aggregate principal amount of 5.0% 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 or in any supplement to this prospectus. See “Selling Security Holders”.
Maturity:	August 8, 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 and senior to any of our existing or future subordinated indebtedness. The Notes are guaranteed by all of our domestic operating subsidiaries as of the time of the private placements. 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 June 30, 2003, after giving effect to the private placements, (i) we and our guarantor subsidiaries would have had approximately $13 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries would have had approximately $51 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively would have been subordinated. As of June 30, 2003, after giving effect to the private placements and assuming the consummation of the Roadway acquisition and the currently contemplated related financings, (i) we and our guarantor subsidiaries would have had approximately $440 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries would have had approximately $118 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively would have been subordinated. Neither we nor our subsidiaries are restricted under the indenture from incurring additional indebtedness, including secured indebtedness. See “Description of Notes”.

3

Interest Payment Dates	August 8 and February 8 of each year, beginning February 8, 2004.
Guarantees:	The Notes are guaranteed by our domestic operating subsidiaries as of the time of the private placements. 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 August 8, 2010, we will pay contingent interest during any six-month period commencing August 8 and ending February 7 or commencing February 8 and ending August 7 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 September 30, 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 $39.24. This represents a conversion rate of approximately 25.4842 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

4

	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 August 13, 2010, 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 August 8, 2010, 2013 and 2018 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 PORTALSM Market of the NASD, Inc. The Notes sold using this prospectus, however, will no longer be eligible for trading in the PORTALSM 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.

5

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 incorporated by reference and the 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.

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 June 30, 2003, after giving effect to the private placements, (i) we and our guarantor subsidiaries would have had approximately $13 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries would have had approximately $51 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively would have been subordinated. As of June 30, 2003, after giving effect to the private placements and assuming the consummation of the Roadway acquisition and the currently contemplated related financings, (i) we and our guarantor subsidiaries would have had approximately $440 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries would have had approximately $118 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively would have been 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.

6

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 June 30, 2003, after giving effect to the private placements, we and our guarantor subsidiaries would have had approximately $13 million of secured indebtedness outstanding to which the Notes effectively would be subordinated. As of June 30, 2003, after giving effect to the private placements and assuming the consummation of the Roadway acquisition and the currently contemplated related financing, we and our guarantor subsidiaries would have had approximately $440 million of secured indebtedness outstanding to which the Notes effectively would have been 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 August 8, 2010, 2013 and 2018 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 September 30, 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.

7

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”.

8

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.

If the Roadway acquisition is not consummated, the net proceeds of the private placements are unallocated, and we may not ultimately use the proceeds in a manner that increases or maintains stockholder value.

Our net proceeds from the sale of the Notes in the private placements were $242.5 million. If the Roadway acquisition is consummated, it is contemplated that at the effective time of the merger the cash portion of the merger consideration will be financed in part with these proceeds. If the Roadway acquisition is not consummated, we have not designated any specific uses for the net proceeds for the private placements other than general corporate purposes. Therefore, we will have broad discretion in how we use these proceeds and the timing of such expenditures. While we intend to use the net proceeds for general corporate purposes if the Roadway acquisition is not consummated, investors will be relying on the judgment of our management regarding the application of our net proceeds from the private placements.

9

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,										SIX MONTHS ENDED JUNE 30, 2003
	1998		1999		2000		2001		2002
Ratio of earnings to fixed charges	12.4	x	7.7	x	8.6	x	2.7	x	4.1	x	5.9x

For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income from continuing operations before income tax plus losses on equity method investments and 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 or in any supplement to 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 August 8, 2003 and August 15, 2003, we issued and sold a total of $250,000,000 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 will be supplemented 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 prospectus supplement will also disclose whether any selling security holder selling in connection with that prospectus supplement 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 prospectus supplement.

10

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 $250,000,000 aggregate principal amount. To the extent the total of the amounts of Notes beneficially owned shown below is less than $250,000,000, the shortfall represents amounts beneficially owned but not yet reported to us. To the extent such total exceeds $250,000,000, such total includes duplicative amounts. In no case will more than $250,000,000 aggregate principal amount of Notes be sold using this prospectus and all supplements 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)
1976 Distribution Trust FBO A.R. Lauder/Zinterhofer	8,000	*	8,000	203.87		203.87
2000 Revocable Trust FBO A.R. Lauder/Zinterhofer	7,000	*	7,000	178.38		178.38
Advent Claymore Conv Secs & Incm	8,396,000	3.35	8,396,000	213,965.34		213,965.34
Advent Convertible Master (Cayman) L.P.	9,478,000	3.79	9,487,000	241,768.60		241,768.60
AFTRA Health Fund	175,000	*	175,000	4,459.73		4,459.73
Akela Capital Master Fund, Ltd.	12,500,000	5.00	12,500,000	318,552.49		318,552.49
Alcon Laboratories	387,000	*	387,000	9,862.38		9,862.38
Alexian Brothers Medical Center	25,000	*	25,000	637.10		637.10
Allentown City Firefighters Pension Plan	14,000	*	14,000	356.77		356.77
Allentown City Officers & Employees Pension Fund	15,000	*	15,000	382.26		382.26
Allentown City Police Pension Plan	24,000	*	24,000	611.62		611.62
Allstate Insurance Company	1,000,000	*	1,000,000	38,884.19	(4)	25,484.19
Aloha Airlines Non-Pilots Pension Trust	20,000	*	20,000	509.68		509.68
Aloha Pilots Retirement Trust	10,000	*	10,000	254.84		254.84
Alpha US Sub Fund 4 LLC	421,000	*	421,000	10,728.84		10,728.84
Alpine Associates	8,400,000	3.36	8,400,000	214,067.27		214,067.27
Alpine Partners, L.P.	1,100,000	*	1,100,000	28,032.61		28,032.61
Arapahoe County Colorado	49,000	*	49,000	1,248.72		1,248.72
Arkansas PERS	655,000	*	655,000	16,692.15		16,692.15
Arlington County Employees Retirement System	669,000	*	669,000	17,048.93		17,048.93
Asante Health Systems	99,000	*	99,000	2,522.93		2,522.93
Attorney’s Title Insurance Fund	65,000	*	65,000	1,659.47		1,659.47
Bank of America Pension Plan	500,000	*	500,000	12,742.099		12,742.099
Barclays Global Investors Limited	500,000	*	500,000	12,742.09		12,742.09
BBT Fund, L.P.	12,000,000	4.00	12,000,000	305,810.39		305,810.39
Bear, Stearns & Co. Inc.	250,000	*	250,000	6,371.04		6,371.04
BNP Paribas Arbitrage	1,000,000	*	1,000,000	25,484.19		25,484.19
BNP Paribas Equity Strategies, SNC	415,000	*	415,000	21,729.94	(4)	10,575.94
Boilermakers Blacksmith Pension Trust	830,000	*	830,000	21,151.88		21,151.88
BP Amoco PLC Master Trust	468,000	*	468,000	11,926.60		11,926.60
British Virgin Islands Social Security Board	88,000	*	88,000	2,242.60		2,242.60
C&H Sugar Company Inc.	25,000	*	25,000	637.10		637.10
City and County of San Francisco Retirement System	1,478,000	*	1,478,000	37,665.64		37,665.64

11

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)
City of New Orleans	203,000	*	203,000	5,173.29		5,173.29
City University of New York	150,000	*	150,000	3,822.62		3,822.62
Clinton Riverside Convertible Portfolio Limited	5,545,000	2.21	5,545,000	141,309.88		141,309.88
Concentrated Alpha Partners, L.P.	1,000,000	*	1,000,000	25,484.19		25,484.19
Consulting Group Capital Market Funds	1,000,000	*	1,000,000	25,484.19		25,484.19
CooperNeff Convertible Strategies (Ayman) Master Fund, L.P.	432,000	*	432,000	11,009.17		11,009.17
DBAG London	46,800,000	18.72	46,800,000	1,192,660.50		1,192,660.50
DB Equity Opportunities Master Portfolio LTD	3,450,000	1.38	3,450,000	87,920.48		87,920.48
Deam Convertible Arbitrage	1,700,000	*	1,700,000	43,323.13		43,323.13
Delaware PERS	935,000	*	935,000	23,827.72		23,827.72
Delaware Public Employees Retirement System	1,549,000	*	1,549,000	39,475.02		39,475.02
Delta Airlines Master Trust	380,000	*	380,000	9,683.99		9,683.99
Deutsche Bank Securities Inc.	2,109,000	*	2,109,000	53,746.17		53,746.17
Drury University	4,000	*	4,000	101.93		101.93
Duke Endowment	165,000	*	165,000	4,204.89		4,204.89
Froley Revy Investment Convertible Security Fund	95,000	*	95,000	2,420.99		2,420.99
Georgia Municipal	542,000	*	542,000	13,812.43		13,812.43
GMAM Group Pension Trust	500,000	*	500,000	12,742.09		12,742.09
Grady Hospital Foundation	133,000	*	133,000	3,389.39		3,389.39
Hawaiian Airlines Employees Pension Plan	6,000	*	6,000	152.90		152.90
Hawaiian Airlines Pension Plan for Salaried Employee’s	1,000	*	1,000	25.48		25.48
Hawaiian Airlines Pilots Retirement Plan	17,000	*	17,000	433.23		433.23
Hfr Arbitrage Fund	475,000	*	475,000	12,104.99		12,104.99
Hillbloom Foundation	7,000	*	7,000	178.38		178.38
Hotel Union & Hotel Industry of Hawaii Pension Plan	158,000	*	158,000	4,026.50		4,026.50
ICI American Holdings Trust	215,000	*	215,000	5,479.10		5,479.10
Independence Blue Cross	331,000	*	331,000	8,435.27		8,435.27
Jefferies & Company Inc.	3,000	*	3,000	76.45		76.45
John Deere Pension Trust	1,000,000	*	1,000,000	25,484.19		25,484.19
Lyxor	1,154,000	*	1,154,000	29,408.76		29,408.76
Lyxor/Convertible Arbitrage Fund Limited	25,000	*	25,000	637.10		637.10
Man Convertible Bond Master Fund, Ltd	4,988,000	1.99	4,988,000	127,115.18		127,115.18
McMahan Securities Co. L.P.	225,000	*	225,000	5733.94		5733.94
Meadow IAM Limited	455,000	*	455,000	11,595.31		11,595.31
Merril Lynch Insurance Group	265,000	*	265,000	6,753.31		6,753.31
MLQA Convertible Securities Arbitrage	2,500,000	1.00	2,500,000	63,710.49		63,710.49
Municipal Employees	239,000	*	239,000	6,090.72		6,090.72
New Orleans Firefighters Pension/Relief Fund	135,000	*	135,000	3,440.36		3,440.36
Nomura Securities International Inc.	18,500,000	7.40	18,500,000	471,843.69	(4)	471,457.69
Occidental Petroleum Corporation	269,000	*	269,000	6,855.24		6,855.24

12

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)
Ohio Bureau of Workers Compensation	150,000	*	150,000	3,822.62		3,822.62
Policeman and Firemen Retirement System of the City of Detroit	446,000	*	446,000	11,365.95		11,365.95
Privilege Portfolio SICAV	1,500,000	*	1,500,000	38,226.29		38,226.29
Pro-mutual	751,000	*	751,000	19,138.63		19,138.63
Prudential Insurance Co. of America	50,000	*	50,000	1,274.20		1,274.20
Pyramid Equity Strategies Fund	850,000	*	850,000	21,661.56		21,661.56
RBC Alternative Assets LP—Conv Arb	200,000	*	200,000	5,096.83		5,096.83
Royal Bank of Canada	2,000,000	*	2,000,000	50,968.39		50,968.39
SG Cowen Securities Convertible Arbitrage	5,000,000	2.00	5,000,000	127,420.99		127,420.99
Singlehedge U.S. Convertible Arbitrage Fund	69,000	*	69,000	1,758.40		1,758.40
Southern Farm Bureau Life Insurance	490,000	*	490,000	12,487.25		12,487.25
Sphinx Convertible Arb Fund SPC	130,000	*	130,000	3,312.94		3,312.94
SSI Blended Market Neutral L.P.	302,000	*	302,000	7,696.22		7,696.22
SSI Hedged Convertible Market Neutral L.P.	372,000	*	372,000	9,480.12		9,480.12
St. Albans Partners Ltd.	3,000,000	1.20	3,000,000	76,452.59		76,452.59
St. Thomas Trading, Ltd	7,512,000	3.00	7,512,000	191,437.30		191,437.30
State of Maryland Retirement Agency	3,208,000	1.28	3,208,000	81,753.31		81,753.31
State of Oregon—Equity	2,945,000	1.17	2,945,000	75,050.96		75,050.96
State of Oregon/SAIF Corporation	580,000	*	580,000	14,780.83		14,780.83
Sturgeon Limited	59,000	*	59,000	1,503.56		1,503.56
Syngenta AG	155,000	*	155,000	3,950.05		3,950.05
Tag Associates	91,000	*	91,000	2,319.06		2,319.06
The Grable Foundation	80,000	*	80,000	2,038.73		2,038.73
Thrivent Financial for Lutherans	1,000,000	*	1,000,000	35,584.19	(4)	25,484.19
Trustmark Insurance	337,000	*	337,000	8,588.17		8,588.17
Univest Multistrategy Fund Conv Arb	350,000	*	350,000	8,919.46		8,919.46
US Bank FBO Benedictine Health Systems	30,000	*	30,000	764.52		764.52
Viacom Inc. Pension Plan Master Trust	15,000	*	15,000	382.26		382.26
Waterstone Market Neutral Fund, L.P.	304,000	*	304,000	7,747.19		7,747.19
Waterstone Market Neutral Offshore Fund, Ltd.	1,196,000	*	1,196,000	30,479.10		30,479.10
White River Securities L.L.C.	250,000	*	250,000	6,371.04		6,371.04
Windmill Master Fund, LP	5,000,000	2.00	5,000,000	127,420.99		127,420.99
WPG Convertible Arbitrage Overseas Master Fund	1,350,000	*	1,350,000	34,403.66		34,403.66
WPG-MSA Convertible Arbitrage Fund	100,000	*	100,000	2,548.41		2,548.41
Yield Strategies Fund I, L.P.	2,000,000	*	2,000,000	50,968.39		50,968.39
Zeneca Holdings Trust	295,000	*	295,000	7,517.83		7,517.83
Zurich Institutional Benchmarks Master Fund Ltd.	1,052,000	*	1,052,000	26,809.37		26,809.37

 * 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 $39.24, which equals a conversion rate of the initial conversion rate of 25.4842 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 beneficially owned other than the shares of common stock beneficially owned upon the conversion of the Notes.

13

DESCRIPTION OF NOTES

Yellow Corporation issued the Notes under an indenture dated as of August 8, 2003 between Yellow 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 guaranteed by our domestic operating subsidiaries as of the time of the private placements. 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 June 30, 2003, after giving effect to the private placements, (i) we and our subsidiary guarantors would have had approximately $13 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries would have had approximately $51 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively would have been subordinated. As of June 30, 2003, after giving effect to the private placements and assuming the consummation of the Roadway acquisition and the currently contemplated related financings, (i) we and our subsidiary guarantors would have had approximately $440 million of secured indebtedness outstanding and (ii) our non-guarantor subsidiaries would have had approximately $118 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities) to which the Notes effectively would have been subordinated.

On August 8, 2003, we issued to the initial purchasers the Notes in an aggregate principal amount of $200,000,000. On August 15, 2003, the initial purchasers exercised their option to purchase additional Notes in an aggregate principal amount of $50,000,000. The Notes will mature on August 8, 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 9.0%, 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.

14

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 July 15 and January 15 of each year, whether or not such day is a business day, at an interest rate of 5.0% per annum payable semiannually in arrears on the following August 8 and February 8 of each year, commencing on February 8, 2004. Interest on the Notes will accrue from August 8, 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 guaranteed by our domestic operating subsidiaries as of the time of the private placements. 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 August 8, 2010, we will pay contingent interest during any six-month period beginning August 8 and ending February 7 or beginning February 8 and ending August 7 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 $39.24 upon the terms described in this section. This represents a conversion rate of approximately

15

25.4842 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 September 30, 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.

16

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.

17

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

18

(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 August 13, 2010, we cannot redeem the Notes at our option. Beginning on August 13, 2010, 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

19

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 August 8, 2010, 2013 and 2018. 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.

20

“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.

21

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;

22

• 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

23

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,

24

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.

25

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 October 15, 2003, there were 31,946,570 common shares issued, which included 29,587,422 outstanding shares and 2,359,148 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 October 15, 2003, 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:

• 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;

• 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

• 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.

26

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.

27

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:

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

• 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:

• certain financial institutions;

• insurance companies;

• tax-exempt organizations;

• dealers and certain traders in securities;

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

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

• certain former citizens or residents of the United States;

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

• 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

28

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:

• a citizen or resident of the United States;

• 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

• 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 9.0%.

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 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

29

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.

30

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:

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

• 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:

• 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

31

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

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

• 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;

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

• 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

• 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

32

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:

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

• 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

• 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.

33

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;

• in the over-the-counter market;

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

• 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

34

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.

35

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 October 15, 2003, he owned 10,049 shares of Yellow common stock and had options to purchase an additional 10,712 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 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 common stock is traded on Nasdaq National Market under the symbol “YELL”, and Yellow’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’s Securities and Exchange Commission filings are also available to the public on Yellow’s website, http://www.yellowcorp.com. Information contained on Yellow’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.

36

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.

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

• 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.

• our definitive proxy statement filed on March 6, 2003.

• 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 and October 21, 2003, as amended (including the information that was furnished pursuant to Item 9).

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 Corporation, 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100.

37

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	$	20,225
Printing and engraving expenses *		10,000
Legal fees and expenses*		50,000
Accounting fees and expenses*		25,000
Miscellaneous*		5,000
Total	$	110,225

* 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 Corporation together provide that Yellow’s directors shall not be personally liable to Yellow 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 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 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’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Yellow 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 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’s best interests.

DGCL Section 145 provides that Yellow 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 (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’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 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. 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

II-1

Roadway will be merged with and into Sub, with Sub as the surviving company (the “Roadway Merger”), Yellow has 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 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 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 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	—Bylaws of Yellow Corporation (incorporated by reference to Exhibit 3.1 to Yellow Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, Reg. No. 000-12255).
3.3	—Certificate of Incorporation of Yellow Redevelopment Corporation, as amended.
3.4	—Bylaws of Yellow Redevelopment Corporation.
3.5	—Certificate of Incorporation of Yellow Dot Com Subsidiary, Inc., as amended.
3.6	—Bylaws of Yellow Dot Com Subsidiary, Inc.
3.7	—Certificate of Incorporation of Yellow Technologies, Inc., as amended.
3.8	—Bylaws of Yellow Technologies, Inc., formerly known as Yellow Technology Services, Inc.
3.9	—Certificate of Incorporation of Globe.com Lines, Inc., as amended.
3.10	—Bylaws of Globe.com Lines, Inc., formerly known as Yellow International Consolidation Services, Inc.
3.11	—Articles of Incorporation of Yellow Relocation Services, Inc.
3.12	—Bylaws of Yellow Relocation Services, Inc.
3.13	—Certificate of Incorporation of MegaSys, Inc., as amended.
3.14	—Amended and Restated Code of Bylaws of MegaSys, Inc.

II-2

Exhibit No.	Description
3.15	—Articles of Incorporation of Mission Supply Company, as amended.
3.16	—Bylaws of Mission Supply Company.
3.17	—Articles of Incorporation of Yellow Transportation, Inc., as amended.
3.18	—Bylaws of Yellow Transportation, Inc., formerly known as Yellow Freight System, Inc.
3.19	—Certificate of Formation of Meridian IQ, LLC, as amended.
3.20	—Amended and Restated Limited Liability Company Agreement of Meridian IQ, LLC.
3.21	—Certificate of Formation of Yellow GPS, LLC, as amended.
3.22	—Amended and Restated Limited Liability Company Agreement of Yellow GPS, LLC, formerly known as Yellow Global, LLC.
4.1	—Form of Medium-Term Note (incorporated by reference to Exhibit 4.3 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-12255).
4.2	—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).
4.3	—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 Corporation’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Yellow Corporation’s Registration Statement on Form S-4, filed on August 19, 2003, Reg. No. 333-108081).
4.4	—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).
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 accountants for Yellow 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

II-3

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 (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.

II-4

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 22nd day of October, 2003.

YELLOW 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 22nd day of October, 2003.

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/ PHILLIP J. GAINES     Phillip J. Gaines	Vice President—Corporate Controller and Chief Accounting Officer (principal accounting officer)
/s/ CASSANDRA C. CARR     Cassandra C. Carr	Director
Howard M. Dean	Director
/s/ DENNIS E. FOSTER     Dennis E. Foster	Director
/s/ JOHN C. MCKELVEY     John C. McKelvey	Director
/s/ WILLIAM L. TRUBECK     William L. Trubeck	Director
/s/ CARL W. VOGT     Carl W. Vogt	Director

II-5

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 22nd day of October, 2003.

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

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 22nd day of October, 2003.

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	Vice President (principal financial officer and principal accounting officer)
/s/ MICHAEL J. SMID     Michael J. Smid	Director
/s/ STEVEN E. DEFENBAUGH     Steven E. Defenbaugh	Director

II-6

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 22nd day of October, 2003.

YELLOW TECHNOLOGIES, INC.
By:	/s/ LYNN CADDELL
	Lynn Caddell
	President

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 22nd day of October, 2003.

Signature	Title
/s/ LYNN CADDELL     Lynn Caddell	President (principal executive officer)
/s/ D. BRUCE GRESS     D. Bruce Gress	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

II-7

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 22nd day of October, 2003.

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

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 22nd day of October, 2003.

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/ STEVEN E. DEFENBAUGH     Steven E. Defenbaugh	Director
/s/ MICHAEL J. SMID     Michael J. Smid	Director

II-8

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 22nd day of October, 2003.

YELLOW REDEVELOPMENT CORPORATION
By:	/S/ JERRY C. BOWLIN
	Jerry C. Bowlin
	President and Secretary

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 22nd day of October, 2003.

Signature	Title
/S/ JERRY C. BOWLIN     Jerry C. Bowlin	President and Secretary (principal executive officer)
/S/ D. BRUCE GRESS     D. Bruce Gress	Vice President—Finance (principal financial officer and principal accounting officer)
/S/ STEVEN E. DEFENBAUGH     Steven E. Defenbaugh	Director
/S/ MICHAEL J. SMID     Michael J. Smid	Director
/S/ JAMES L. WELCH     James L. Welch	Director

II-9

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 22nd day of October, 2003.

YELLOW RELOCATION SERVICES, INC.
By:	/S/ DONALD E. EMERY
	Donald E. Emery
	President

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 22nd day of October, 2003.

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/ STEVEN E. DEFENBAUGH     Steven E. Defenbaugh	Director
/S/ MICHAEL J. SMID     Michael J. Smid	Director
/S/ JAMES L. WELCH     James L. Welch	Director

II-10

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 22nd day of October, 2003.

YELLOW DOT COM SUBSIDIARY, INC.
By:	/S/ JAMES MCMULLEN
	James McMullen
	President, Secretary and Director

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 22nd day of October, 2003.

Signature	Title
/S/ JAMES MCMULLEN     James McMullen	President, Secretary and Director (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

II-11

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 22nd day of October, 2003.

MEGASYS, INC.
By:	/S/ JAMES RITCHIE
	James Ritchie
	President

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 22nd day of October, 2003.

Signature	Title
/S/ JAMES RITCHIE James Ritchie	President (principal executive officer)
/S/ ERIC FRIEDLANDER Eric Friedlander	Vice President, Treasurer and Assistant Secretary (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

II-12

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 22nd day of October, 2003.

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

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 22nd day of October, 2003.

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

II-13

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 22nd day of October, 2003.

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

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 22nd day of October, 2003.

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

II-14

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 22nd day of October, 2003.

GLOBE.COM LINES, INC.
By:	/S/ JAMES RITCHIE
	James Ritchie
	President and Chief Executive 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 22nd day of October, 2003.

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

II-15

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 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	—Bylaws of Yellow Corporation (incorporated by reference to Exhibit 3.1 to Yellow Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, Reg. No. 000-12255).
3.3	—Certificate of Incorporation of Yellow Redevelopment Corporation, as amended.
3.4	—Bylaws of Yellow Redevelopment Corporation.
3.5	—Certificate of Incorporation of Yellow Dot Com Subsidiary, Inc., as amended.
3.6	—Bylaws of Yellow Dot Com Subsidiary, Inc.
3.7	—Certificate of Incorporation of Yellow Technologies, Inc., as amended.
3.8	—Bylaws of Yellow Technologies, Inc., formerly known as Yellow Technology Services, Inc.
3.9	—Certificate of Incorporation of Globe.com Lines, Inc., as amended.
3.10	—Bylaws of Globe.com Lines, Inc., formerly known as Yellow International Consolidation Services, Inc,
3.11	—Articles of Incorporation of Yellow Relocation Services, Inc.
3.12	—Bylaws of Yellow Relocation Services, Inc.
3.13	—Certificate of Incorporation of MegaSys, Inc., as amended.
3.14	—Amended and Restated Code of Bylaws of MegaSys, Inc.
3.15	—Articles of Incorporation of Mission Supply Company, as amended.
3.16	—Bylaws of Mission Supply Company.
3.17	—Articles of Incorporation of Yellow Transportation, Inc., as amended.
3.18	—Bylaws of Yellow Transportation, Inc., formerly known as Yellow Freight System, Inc.
3.19	—Certificate of Formation of Meridian IQ, LLC, as amended.
3.20	—Amended and Restated Limited Liability Company Agreement of Meridian IQ, LLC.
3.21	—Certificate of Formation of Yellow GPS, LLC, as amended.
3.22	—Amended and Restated Limited Liability Company Agreement of Yellow GPS, LLC, formerly known as Yellow Global, LLC.
4.1	—Form of Medium-Term Note (incorporated by reference to Exhibit 4.3 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-12255).
4.2	—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).

II-16

Exhibit No.	Description
4.3	—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 Corporation’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Yellow Corporation’s Registration Statement on Form S-4, filed on August 19, 2003, Reg. No. 333-108081).
4.4	—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).
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 accountants for Yellow 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-17

EX-3.3

                                                                 EXHIBIT NO. 3.3

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 authority of law, do hereby certify that said
association has, on the date hereof, become a body corporate duly organized
under the name of YELLOW REDEVELOPMENT CORPORATION and the address of its
Initial Registered Office in Missouri is: 314 North Broadway, St. Louis 2, and
is entitled to all the rights and privileges granted to corporations organized
under The Urban Redevelopment Corporation Act of Missouri for a term of
ninety-nine years, and that the amount of the Authorized Shares of said
corporation is 100,000 common, @ $1.00 par value ONE HUNDRED THOUSAND DOLLARS.

                                 IN TESTIMONY WHEREOF, I hereunto set my hand
                              and affix the GREAT SEAL of the State of Missouri.
                                   Done at the City of Jefferson, this

                         22nd day of July A.D., Nineteen Hundred and Sixty-three

                                          Warren E. Hearnes



                              ARTICLES OF AGREEMENT
                                       OF
                        YELLOW REDEVELOPMENT CORPORATION

     KNOW ALL MEN BY THESE PRESENTS, That we, the undersigned, being natural
persons of the age of twenty-one years or more, and being desirous of forming a
corporation under the laws of Missouri, and more particularly under the
provisions of the General and Business Corporation Act of 1943, and Amendments
thereto, and The Urban Redevelopment Corporations Law of 1945 and amendments
thereto, have entered into the following agreement:

     FIRST: The name of the corporation shall be YELLOW REDEVELOPMENT
CORPORATION.

     SECOND: The purposes for which the corporation is formed are to acquire,
construct, maintain and operate a redevelopment project or redevelopment
projects in accordance with The Urban Redevelopment Corporations Law of 1945,
and amendments thereto. In connection therewith, the corporation shall have the
following purposes and powers:

          1. To do all or any of the things herein set out, and all things
     incident and proper in connection therewith, and with all of the powers
     conferred upon corporations pursuant to the provisions of Section 351.385
     of the Revised Statutes of Missouri, 1959, or any provisions amendatory
     thereof or supplemental thereto (except to the extent such powers are in
     conflict with or denied in, or the exercise thereof is prohibited by, The
     Urban Redevelopment Corporations Law of 1945, and amendments thereto, or by
     these Articles of Agreement), and with all of the powers conferred upon
     Urban Redevelopment Corporations by the laws of the State of Missouri,
     including, but not limited to, the following:

          (a) To acquire real property or interests or rights therein or
     appurtenances thereto, and to secure options in its own name or in the name
     of nominees, and to acquire real property by gift, grant, lease, purchase
     or otherwise.

          (b) To purchase or otherwise acquire, hold, mortgage, pledge, lease as
     lessor, sell, assign or otherwise convey or dispose of real and personal
     property necessary or appropriate to the operation of any redevelopment
     project of the corporation.

          (c) To borrow funds and secure the repayment thereof by mortgage,
     which shall contain reasonable amortization provisions and shall be a lien
     upon no other real property except that forming the whole or part of a
     single development area of this Corporation. Any mortgage on the real
     property in a development area of this Corporation, or any part thereof,
     may create a first lien, or a second or junior lien, upon such real
     property.

          (d) To sell and convey, mortgage, pledge, lease, and otherwise dispose
     of all or any part of the property and assets of the Corporation.



          (e) To acquire by the exercise of the power of eminent domain any real
     property in fee simple or other estate which is necessary to accomplish the
     purpose of Chapter 353, Revised Statutes of Missouri, of 1959, as amended;
     and to exercise the power of eminent domain in the manner provided for
     corporations in Chapter 523, Revised Statutes of Missouri, 1959, or to
     exercise the power of eminent domain in the manner provided by any other
     applicable statutory provision for the exercise of the power of eminent
     domain.

          (f) To accept grants or loans of money from the government of the
     United States or any department or agency thereof.

     THIRD: The aggregate amount of the capital stock of the corporation shall
be $100,000.00, consisting solely of common stock.

     FOURTH: The aggregate number of shares which the corporation shall have
authority to issue, and of which the capital shall consist, shall be 100,000
shares of common stock having a par value of One Dollar ($1.00) per share.

     FIFTH: The registered office of the corporation in the State of Missouri
shall be located at 314 North Broadway, St. Louis 2, Missouri. The name of the
registered agent at such address shall be C T Corporation System. The principal
business office of the corporation is to be located in Kansas City, Missouri.

     SIXTH: The corporation shall have a duration of Ninety-nine (99) years.

     SEVENTH: The Board of Directors shall consist of three (3) persons, to be
elected annually by the shareholders.

     EIGHTH: The names and post office addresses of the members of the Board of
Directors for the first year, two of whom are residents of the State of
Missouri, are:

George E. Powell, Jr.    1040 West 57th Street
                         Kansas City 13, Missouri
Donald L. McMorris       8609 Mohawk
                         Shawnee Mission, Kansas
Kenneth E. Midgley       623 West 67th Street
                         Kansas City 13, Missouri

     NINTH: The names and post office addresses of the subscribers of these
Articles of Agreement, and the number of shares of common capital stock
subscribed by each such subscriber, are as follows:

George E. Powell, Jr.    1040 West 57th Street      450 shares
                         Kansas City 13, Missouri
Donald L. McMorris       8609 Mohawk                25 shares
                         Shawnee Mission, Kansas
Kenneth E. Midgley       623 West 67th Street       25 shares
                         Kansas City 13, Missouri



     TENTH: In the event that income debenture certificates are issued by the
corporation, the owners thereof shall have the same right to vote as they would
have if possessed of certificates of stock of the amount and par value of the
income debenture certificates held by them. Any income debenture certificates or
bonds of the corporation may be retired as and when there shall be funds
available in the treasury of the corporation from the receipt of amortization or
sinking fund in installments for that purpose.

     ELEVENTH: During the continuance of the tax relief as provided for by The
Urban Redevelopment Corporations Law of Missouri, interest shall not be paid by
the corporation upon any bonded or other debt of the corporation in excess of
six (6%) per centum per annum, and no interest on its income debentures, if any,
and no dividends on its stock during any dividend year shall be paid by the
corporation unless there shall exist at the time of such payment no default upon
any amortization requirements with respect to its indebtedness, nor unless all
accrued interest, taxes, and other public charges shall have been duly paid or
reserves set up for the payment thereof and adequate reserves provided for
depreciation, obsolescence, and other proper reserves.

     TWELFTH: The corporation has been organized to serve a public purpose. All
real estate acquired by the corporation and all structures erected by it are to
be acquired for the purpose of promoting the public health, safety, and welfare.
The subscribers of these Articles of Agreement hereby agree, and no stock of the
corporation shall be issued unless the subscribers thereto when they subscribe
to and receive the stock thereof agree, that the net earnings of the
corporation, in respect to each redevelopment project conducted by the
corporation, shall be limited to an amount not to exceed eight per centum (8%)
per annum of the cost to the corporation of the redevelopment project including
the cost of the land, or the balances of such cost as reduced by amortization
payments; PROVIDED, that the net earnings derived from any redevelopment project
shall in no event exceed a sum equal to eight per centum (8%) per annum upon the
entire cost thereof. Such net earnings shall be computed after deducting from
gross earnings the following:

          (a)  All costs and expenses of maintenance and operation;

          (b)  Amounts paid for taxes, assessments, insurance premiums and other
               similar charges;

          (c)  An annual amount sufficient to amortize the cost of the entire
               project at the end of the period which shall be not more than
               sixty (60) years from the date of completion of the project.

Whenever so authorized by the legislative authority of any city affected by The
Urban Redevelopment Corporations Law of Missouri, any surplus earnings in excess
of eight per centum (8%) per annum may be held by the corporation as a reserve
for maintenance of such rate of return in the future and may be used by the
corporation to offset any deficiency in such rate of return which may have
occurred in prior years; or may be used to accelerate the amortization payments;
or for the enlargement of the project; or for reduction in rentals therein;
PROVIDED, that any excess of such surplus earnings remaining at the termination
of the tax relief granted pursuant to Section 353.110 of said Law shall be
turned over by the corporation to the city. This Article TWELFTH shall not be
subject to amendment so long as the corporation receives any tax



relief from the local or state governments pursuant to The Urban Redevelopment
Corporations Law of Missouri. On the date that all such tax relief shall cease,
there shall no longer be any limitation on the net earnings of the corporation,
and thereafter this Article TWELFTH may be amended, modified, or eliminated.

     THIRTEENTH: The corporation has been organized for the purpose of the
clearance, replanning, reconstruction or rehabilitation of blighted areas, and
the construction of such industrial, commercial, residential or public
structures as may be appropriate, including provisions for recreational and
other facilities incidental or appurtenant thereto.

     FOURTEENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the by-laws of the corporation.

     FIFTEENTH: The number of shares to be issued before the corporation shall
commence business is five hundred (500) shares of common stock having a par
value of One Dollar ($1.00) per share, for which the sum of Five Hundred Dollars
($500.00) has been paid up in lawful money of the United States of America and
constitutes the capital with which the corporation will commence business.

     SIXTEENTH: Each holder of common stock in the corporation shall have
pre-emptive rights in all additional stock having voting rights (other than
conditional or qualified voting rights) issued by the corporation, whenever
issued, whether the issuance be of stock presently authorized or of stock
hereafter authorized, and such rights shall be exercisable within the time
specified and at a price per share to be fixed by the Board of Directors, but
such price shall in no event be less than the par value of each share issued if
the shares are par value shares.

     SEVENTEENTH: This corporation reserves the right to amend, modify, change
or repeal any provision contained in these Articles of Agreement, in the manner
and to the extent authorized by law, by a majority vote of the shareholders (and
of the owners of income debenture certificates, if any), in the absence of
express statutory provisions requiring a greater vote, subject, however, to the
limitation contained in article TWELFTH of these Articles.

     EIGHTEENTH: This corporation shall have all powers conferred upon Urban
Redevelopment Corporations under The Urban Redevelopment Corporations Law of
Missouri, and shall further have all powers conferred upon corporations by the
general corporation laws of the State of Missouri and more particularly by the
General and Business Corporation Act of Missouri adopted by the laws of 1943 as
presently or hereafter amended which are not in conflict with The Urban
Redevelopment Corporations Law of Missouri, as presently or hereafter amended.



     IN WITNESS WHEREOF, we have hereunto set our hands this 16th day of July,
1963.


                                                 /s/ GEORGE E. POWELL JR.
                                                 -------------------------------
                                                     (George E. Powell, Jr.)


                                                 /s/ DONALD L. MCMORRIS
                                                 -------------------------------
                                                     (Donald L. McMorris)


                                                 /s/ KENNETH E. MIDGLEY
                                                 -------------------------------
                                                     (Kenneth E. Midgley)



STATE OF MISSOURI )
                  ) ss.
COUNTY OF JAXKSON )

     On this 16th day of July, 1963, before me, a Notary Public in and for said
County and State, personally appeared GEORGE E. POWELL, JR., DONALD L. MCMORRIS
and KENNETH E. MIDGLEY, to me known to be the persons described in and who
executed the foregoing instrument in duplicate, and acknowledged that they
executed the same in duplicate each for himself as his free act and deed.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above written.


                                                 /s/ MAXINE F. JOHNSON
                                                 -------------------------------
                                                     Notary Public

My commission expires August 28, 1965

STATE OF MISSOURI )
                  ) ss.
COUNTY OF JACKSON )

The undersigned, GEORGE E. POWELL, JR., DONALD L. MC MORRIS and KENNETH E.
MIDGLEY, being all of the incorporators of YELLOW REDEVELOPMENT CORPORATION,
being duly sworn, upon their oaths each did say that the statements and matters
set forth in the foregoing Articles of Agreement are true.


                                                 /s/ GEORGE E. POWELL JR.
                                                 -------------------------------
                                                     (George E. Powell, Jr.)


                                                 /s/ DONALD L. MCMORRIS
                                                 -------------------------------
                                                     (Donald L. McMorris)


                                                 /s/ KENNETH E. MIDGLEY
                                                 -------------------------------
                                                     (Kenneth E. Midgley)

     Subscribed and sworn to before me this 16th day of July, 1963.


                                                 /s/ MAXINE F. JOHNSON
                                                 -------------------------------
                                                     Notary Public

My commission expires August 28, 1965.



                                STATE OF MISSOURI
                        ROY D. BLUNT, Secretary of State

                              CORPORATION DIVISION

                     Statement of Change of Business Office
                              of a Registered Agent
                      of a Foreign or Domestic Corporation
- --------------------------------------------------------------------------------
                                  INSTRUCTIONS

There is a $5.00 fee for filing this statement. It must be filed in DUPLICATE
for the corporation listed in the statement. All copies must be signed and
notarized. The registered agent should sign in his individual name, unless the
registered agent is a corporation, in which case the statement shall be executed
by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.

Make check payable to "Director of Revenue."

This form is for use by a registered agent ONLY.
- --------------------------------------------------------------------------------

To: SECRETARY OF STATE
    P.O. Box 778
    Jefferson City, Missouri 65102                    Charter No. 0010976

The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act," in Missouri represents, that:

1.   The name of the corporation (in Missouri) is YELLOW REDEVELOPMENT
     CORPORATION

2.   The name of this registered agent is C T CORPORATION SYSTEM

3.   The address, including street number, if any, of the PRESENT business
     office of the registered agent is 314 North Broadway, St. Louis, Missouri
     63102.

4.   The address, including street number, if any, of the business office of the
     registered agent is hereby CHANGED TO

                  906 Olive Street, St. Louis, Missouri 63101.

5.   Notice in writing of the change has been mailed by the registered agent to
     the corporation named above.

6.   The address of the registered office of the corporation named above and the
     business office of the registered agent, as changed, is identical.

     (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON)



     IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this                    day of                   , 19        .
                    ------------------        ------------------    --------


                                          --------------------------------------
                                             Signature of Registered Agent

State of                )
         --------------
                        ) ss
County of               )
          -------------

On this            day of            , in the year 19    , before me,
        ----------        -----------                ----
                            , a Notary Public in and for state, personally
- ----------------------------
appeared                               known to be to be the person who executed
         -----------------------------
the within Statement of Change of Business Office and acknowledged to me that
                executed the same for the purposes therein stated.
- ---------------


(Notarial Seal)
                                          --------------------------------------
                                                    Notary Public

                                          My commission expires
                                                               -----------------

(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION)

     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its ASSISTANT VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this              day of January, 1988.
                                      ------------

(Corporate Seal) C T CORPORATION SYSTEM           C T CORPORATION SYSTEM
CORPORATE SEAL                            --------------------------------------
1936                                                Name of Corporation


DELAWARE                                  By /s/ KENNETH J. UVA
If no seal, state "none".                    -----------------------------------
                                             Assistant Vice-President


Attest:


/s/
- ----------------------------------
Assistant Secretary

State of New York  )
                   ) ss
County of New York )

     On this 8th day of January, in the year 1988, before me Theresa Alfieri, a
Notary Public in and for said state, personally appeared Kenneth J. Uva,
Assistant Vice President, C T Corporation System known to me to be the person
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that she executed the same for the purposes
therein stated.


                                            /s/ THERESA ALFIERI
                                            ------------------------------------
                                                 Notary Public

                                            My commission expires: Dec. 31, 1989



No.00109761

                                STATE OF MISSOURI

                        ROY D. BLUNT, Secretary of State

                              CORPORATION DIVISION

                            Certificate of Amendment

WHEREAS, YELLOW REDEVELOPMENT CORPORATION a corporation organized under The
General and Business Corporation Law has delivered to me a Certificate of
Amendment of its Articles of Incorporation and has in all respects complied with
the requirements of law governing the amendment of Articles of Incorporation
under The General and Business Corporation Law.

NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.

                                            IN TESTIMONY WHEREOF, I hereunto
                                            set my hand and affix the GREAT
                                            SEAL of the State of Missouri. Done
                                            at the City of Jefferson, this 24th
                                            day of July, 1991.


                                            /s/ ROY D. BLUNT
                                            ------------------------------------
                                            Secretary of State

                                                                      Fee $20.00



               STATE OF MISSOURI. . . Office of Secretary of State
                        ROY D. BLUNT, Secretary of State

                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)

HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

     1. The present name of the Corporation is: Yellow Redevelopment
Corporation.

     The name under which it was originally organized was: Yellow Redevelopment
Corporation.

     2. An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on July 15, 1991.

     3. Article Number 7 is amended to read as follows:

Seventh: The Board of Directors shall consist of one director, to be elected
         annually by the shareholders.

Article 19 is added by adding the language on the attached page after Article
18.

(If more than one article is to be amended or more space is needed attach fly
sheet.)



Nineteenth: Indemnification Of Officers, Directors 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 of the corporation or is or was serving at
the request of the corporation as a director, officer, 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 or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the General and Business
Corporation Law of Missouri, 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 rights than said law
permitted the corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' 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 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 General and
Business Corporation Law of Missouri 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 General and Business Corporation
Law of Missouri, 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.

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
General Business and Corporation Law of Missouri.

Section 5.

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



     IN WITNESS WHEREOF, the undersigned, William F. Martin, Jr., Vice-President
has executed this instrument and its Assistant Secretary has affixed its
corporate seal hereto and attested said seal on the 19th day of July, 1991.

           PLACE
       CORPORATE SEAL                       YELLOW REDEVELOPMENT CORPORATION
           HERE.                                    Name of Corporation
(IF NO SEAL, STATE "NONE.")

ATTEST:


/s/ D. L. HORNBECK                    By:       /s/ WILLIAM F. MARTIN, JR.
- ------------------------------------      --------------------------------------
Secretary or Assistant Secretary          William F. Martin, Jr., Vice President
D. L. Hornbeck, Assistant Secretary

State of Kansas   )
                  ) ss
County of Johnson )

     I, Willa G. Cline, a Notary Public, do hereby certify that on this 19th day
of July, 1991, personally appeared before me William F. Martin, Jr. who, being
by me first duly sworn, before me declared that he is the Vice President of
Yellow Redevelopment Corporation that he signed the foregoing document as Vice
President of the corporation, and that the statements therein contained are
true.


                                                   /s/ WILLA G. CLINE
                                                   -----------------------------
                                                     Notary Public

                                      My commission expires 3/24/95



                STATE OF MISSOURI... Office of Secretary of State

                        ROY D. BLUNT, Secretary of State

         Statement of Change of Business Office Address by a Registered
                           Agent or Registered Office

- --------------------------------------------------------------------------------
                                  INSTRUCTIONS

The filing fee for this change is $5.00.

Change most be filed in DUPLICATE.

The registered office may be, but need not be, the same as the place of business
of the corporation or limited partnership, but the registered office and the
business address of the agent must be the same. The corporation or limited
partnership cannot act as its own registered agent. Any subsequent change in the
registered office or agent must be immediately reported to the Secretary of
State. Forms are available upon request

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

                                                              Charter No. 109761

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:

1.   The name of the corporation/ltd. partnership is: Yellow Redevelopment
     Corporation.

2.   The name of the registered agent before this change is: C T Corporation
     System.

3.   The name of the new registered agent is: The Prentice-Hall Corporation
     System. Inc.

4.   The address, including street number, if any, of its registered office
     before this change is: 906 Olive Street, St. Louis, MO 63101.

5.   Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO:
     c/o The Prentice-Hall Corporation System. Inc.
     222 East Dunklin Street, Jefferson City, Missouri 65101

6.   The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

7.   Such change was authorized by resolution duly adopted by the board of
     directors of the corporation or by the limited partnership.



IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT
of the corporation, or GENERAL PARTNER of the limited partnership, and attested
to by the assistant secretary if a corporation on the 5th day of August, 1992.

                                          YELLOW REDEVELOPMENT CORPORATION
                                      Name of corporation or limited partnership

   (CORPORATE SEAL)
If no seal, state "none"


                                      By:         /s/ JERRY C. BOWLIN
                                          --------------------------------------
                                          President or Vice President of
                                          corporation of General Partner of
                                          limited partnership


Attest:


     /s/ JERRY C. BOWLIN
- -----------------------------------
Secretary of Assistant Secretary

     STATE OF KANSAS   )
                       ) ss
     COUNTY OF JOHNSON )

     I, Willa G. Cline, a Notary Public, do hereby certify that on the 5th day
of August, 1992, personally appeared before me Jerry C. Bowlin who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this day and year
before written.


                                      /s/ WILLA G. CLINE
                                      ------------------------------------------
                                         Notary Public

                                      My commission Expires 3-24-95.



                                                               State of Missouri
                                       Rebecca McDowell Cook, Secretary of State
                                          P.O. Box 778, Jefferson City, MO 65102
                                                            Corporation Division

                     Statement Of Change Of Business Address
                           by a Registered Agent of a
             Foreign Or Domestic For Profit Or Nonprofit Corporation

- --------------------------------------------------------------------------------
                                  Instructions

1.   This form is to be used by a registered agent of a for profit or nonprofit
     corporation to change the address of the business office of the registered
     agent.
2.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.
3.   P.O. Box may only be used in conjunction with a physical street address.
4.   Agent and address must be in the State of Missouri.
5.   The corporation cannot act as its own registered agent. The registered
     agent should sign his/her individual name, unless the registered agent is a
     corporation, in which case the execution should be by proper officers.

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

                                                              Charter No. 109761

The undersigned registered agent, for the purpose of changing its business
office in Missouri, represents that:

1.   The name of the corporation is: YELLOW REDEVELOPMENT CORPORATION.

2.   The name of the registered agent is: THE PRENTICE-HALL CORPORATION SYSTEM,
     INC.

3.   The address, including street number, of the present business office of the
     registered agent is:

     222 East Dunklin Street, Jefferson City, MO 65101.

4.   The address, including street number, of the business office of the
     registered gent is hereby changed to:

     221 Bolivar Street, Jefferson City, Missouri 65101.

5.   Notice in writing of the change has been mailed by the registered agent to
     the corporation named above.

6.   The address of the registered office of the corporation named above and the
     business office of the registered agent as changed, is identical.



In affirmation of the facts stated above,
THE PRENTICE-HALL CORPORATION SYSTEM, INC.

                                                                         


By: /s/ John H. Pelletier                        John H. Pelletier, Asst. VP   4/5/99
    ------------------------------------------
    (Authorized Signature of Registered Agent)   (Printed Name)                (Date)



IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT
of the corporation, or GENERAL PARTNER of the limited partnership, and attested
to by the assistant secretary if a corporation on the 5th day of August, 1992.

                                  YELLOW REDEVELOPMENT CORPORATION
                                  Name of corporation or limited partnership


                                  By: /s/ JERRY C. BOWLIN
                                      ------------------------------------------
                                      President or Vice President of corporation
                                                        or
                                      General Partner of limited partnership


Attest:


/s/ JERRY C. BOWLIN
- ----------------------------------
Secretary of Assistant Secretary

State of Kansas
                   ss
County of Johnson

     I, Willa G. Cline, a Notary Public, do hereby certify that on the 5th day
of August, 1992, personally appeared before me Jerry C. Bowlin who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.


                                      /s/ WILLA G. CLINE
                                      ------------------------------------------
                                      Notary Public

                                      My commission expires: 3-24-95



                                                               State of Missouri
                                       Rebecca McDowell Cook, Secretary of State

                                   James C. Kirkpatrick State Information Center
                           600 W. main Street, Rm. 322, Jefferson City, MO 65101

                 STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR
                                REGISTERED OFFICE
          BY A FOREIGN OR DOMESTIC FOR PROFIT OR NONPROFIT CORPORATION

- --------------------------------------------------------------------------------
                                  Instructions

1.   This form is to be used by either a for profit or nonprofit corporation to
     change either or both the name of its registered agent and/or the address
     of its existing registered agent.
2.   There is a $10.00 fee for filing this statement It must be in DUPLICATE.
3.   P.O. Box may only be used in conjunction with a physical street address.
4.   Agent and address must be in the State of Missouri.
5.   The corporation may not act as its own agent.

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

                                                            Charter No. 00109761

(1)  The name of the corporation is YELLOW REDEVELOPMENT CORPORATION.

(2)  The address, including street and number, of its present registered office
     (before change) is: 221 Bolivar Street, Jefferson City, MO 65101.

(3)  The address, including street and number, of its registered office is
     hereby changed to: 120 South Central Avenue, Clayton, MO 63105.

(4)  The name of its present registered agent (before change) is: Prentice-Hall
     Corporation System.

(5)  The name of the new registered agent is: C T Corporation System

     Authorized signature of new registered agent must appear below:


     ---------------------------------------------------------------------------
    (May attach separate originally executed written consent to this form in
                             lieu of this signature)

(6)  The address of its registered office and the address of the office of its
     registered agent, as changed, will be identical.

(7)  The change was authorized by resolution duly adopted by the board of
     directors.

In affirmation of the facts stated above,


/s/ WILLIAM F. MARTIN, JR.                                William F. Martin, Jr.
- --------------------------------------------------
(Authorized signature of office or, if applicable,                (Printed Name)
chairman of the board

Senior Vice President                                                    3/13/01
(Title)                                                           (Printed Name)

EX-3.4

                                                                 EXHIBIT NO. 3.4

                                   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 in the forenoon on the second Tuesday of March of each year. In
the event that such annual meeting is omitted by oversight or otherwise on the
date herein provided for, the directors shall cause a meeting in lieu thereof to
be held as soon thereafter as conveniently may be, and any business transacted
or elections held at such meeting shall be as valid as if transacted or held at
the annual meeting. Such subsequent meeting shall be called in the same manner
as provided for the annual stockholders' meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF STOCKHOLDERS

     Except as otherwise provided by law, special meetings of the stockholders
of this corporation shall be held whenever called by the president or a vice
president or by a majority of the board of directors or whenever one or more
stockholders who are entitled to vote and who hold at least 25% of the capital
stock issued and outstanding shall make written application therefor to the
secretary stating the time, place and purpose of the meeting called for.

                                   ARTICLE IV

                        NOTICE OF STOCKHOLDERS' MEETINGS

     Notice of all stockholders' meetings stating the time and the place and the
objects for which such meetings are called shall be given by the president or a
vice president or the secretary or by any one or more stockholders entitled to
call a special meeting of the stockholders by publication for ten (10) days
prior thereto in some newspaper published in the City of Kansas City, Jackson
County, Missouri, or in lieu thereof notice may be served personally on each
stockholder.



                                    ARTICLE V

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these by-laws or
the articles of incorporation of this corporation, or any of the corporation
laws of the State of Missouri, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

                                   ARTICLE VI

                             QUORUM OF STOCKHOLDERS

     At any meeting of the stockholders, a majority in interest of all the
capital stock issued and outstanding, represented by stockholders of record in
person or by proxy, shall constitute a quorum; but a less interest may adjourn
any meeting, and the meeting may be held as adjourned without further notice;
PROVIDED, however, that directors shall not be elected at a meeting so
adjourned. When a quorum is present at any meeting, a majority in interest of
the stock represented thereat shall decide any question brought before such
meeting.

                                   ARTICLE VII

                                PROXY AND VOTING

     Stockholders of record may vote at any meeting either in person or by proxy
in writing, which shall be filed with the secretary of the meeting before being
voted. Such proxies shall entitle the holders thereof to vote at any adjournment
of such meeting, but shall not be valid after the final adjournment thereof. No
proxy shall be valid after the expiration of eleven months from the date of its
execution unless the stockholder executing it shall have specified therein the
length of time it is to continue in force, which shall be for some limited
period. Each stockholder, except as hereinafter otherwise provided, shall be
entitled to one vote for each share of stock held by him. At all elections of
directors of the corporation, each stockholder shall be entitled to as many
votes as shall equal the number of his shares of stock, multiplied by the number
of directors to be elected, and he may cast all of such votes for a single
director or he may distribute them among the number to be voted for or any two
or more of them, as he may see fit.

                                  ARTICLE VIII

                               BOARD OF DIRECTORS

     A board of directors shall be chosen by ballot at the annual meeting of the
stockholders or at any meeting held in place thereof as provided by law. The
number of directors of this corporation to be elected at the first meeting of
stockholders shall be three; however, the number of directors may at any time be
increased to five by a majority vote of the stockholders.

                                      -2-



     Each director shall serve until the next annual meeting of the stockholders
and until his successor is duly elected and qualified. Directors need not be
stockholders of the corporation. Directors shall be of full age and at least one
of them shall be a citizen and resident of the State of Missouri.

                                   ARTICLE IX

                               POWERS OF DIRECTORS

     The board of directors shall have the entire management of the business of
the corporation. In the management and control of the property, business and
affairs of the corporation, the board of directors is hereby vested with all the
powers possessed by the corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Missouri, with the
certificate of incorporation of the corporation, or with these by-laws. The
board of directors shall have power to determine what constitutes net earnings,
profits and surplus, respectively, what amount shall be reserved for working
capital and for any other purpose, and what amount shall be declared as
dividends, and such determination by the board of directors shall be final and
conclusive.

                                    ARTICLE X

                                    OFFICERS

     The officers of this company shall consist of a president, a vice president
(who may be designated executive vice president), a secretary and a treasurer,
and such other officers as the board of directors shall from time to time deem
necessary or appropriate and appoint.

     Any two offices , except those of president and vice president may be held
by one and the same person at the same time.

                                   ARTICLE XI

                              MEETINGS OF DIRECTORS

     Regular meetings of the board of directors shall be held each year
immediately following the annual meeting of the stockholders, and at such other
times as the board by vote may determine, and if so determined no notice thereof
need be given. Special meetings of the board of directors may be held at any
time or place, whenever called by the president, a vice president or two
directors, notice thereof being given to each director by the secretary or an
assistant secretary or an officer calling the meeting, or at any time without
formal notice, provided that all the directors are present, or those not present
shall at any time waive or have waived notice thereof. Notice of special
meetings, stating the time and place thereof, shall be given by mailing the same
to each director at his residence or business address at least two days before
the meeting, or by delivering the same to him personally or telegraphing the
same to him at his residence or business address not later than the day before
the day on which the meeting is to be held, unless, in case of emergency, the
president shall prescribe a shorter notice to be given personally or by
telegraphing each director at his residence or business address. Such special

                                      -3-



meeting shall be held at such time and place as the notice thereof or waiver
shall specify. The officers of the corporation shall be elected by the board of
directors at its regular meeting following its election by the stockholders, and
a meeting may be held without notice for this purpose immediately after the
annual meeting of the stockholders and at the same place.

                                   ARTICLE XII

                                    PRESIDENT

     I shall be the duty of the president to manage, conduct and control the
business of the corporation, subject only to the direction of the Board of
Directors. The president, or a vice president, unless some other person is
specifically authorized by vote of the board of directors, shall sign all
certificates of stock, bonds, deeds, mortgages, extension agreements,
modification of mortgage agreements, leases and contracts of the corporation. He
shall perform all the duties commonly incident to his office and shall perform
such other duties as the board of directors shall designate.

                                  ARTICLE XIII

                                 VICE PRESIDENT

     It shall be the duty of the vice president to perform the duties of the
president in his absence, sickness, or inability to act.

                                   ARTICLE XIV

                                    SECRETARY

     It shall be the duty of the secretary to keep the minutes of the meetings
of the stockholders and of the board of directors.

                                   ARTICLE XV

                                    TREASURER

     It shall be the duty of the treasurer to have charge of and preserve all
moneys, bills, notes and assets of the corporation. Signatories on bank accounts
may be any person or persons designated (by name or office ) by resolution of
the Board of Directors.

                                   ARTICLE XVI

                            RESIGNATIONS AND REMOVALS

     Any director or officer of the corporation may resign at any time by giving
written notice to the corporation, to the board of directors, or to the
president, or to the secretary of the corporation. Any such resignation shall
take effect at the time specified therein, or, if the time be not specified
therein, upon its acceptance by the board of directors.

                                      -4-



     The stockholders, at any meeting called for that purpose, by vote of a
majority of the stock issued and outstanding, may remove from office any
director or other officer elected or appointed by the stockholders or board of
directors, and elect or appoint his successor. The board of directors, by vote
of not less than a majority of the entire board, may remove from office any
officer or agent elected or appointed by it.

                                  ARTICLE XVII

                                    VACANCIES

     If the office of any director, or officer, or agent becomes vacant by
reason of death, resignation, removal, disqualification, or otherwise, the
directors, or remaining directors as the case may be, may by a vote of a
majority choose a successor or successors who shall hold office for the
unexpired term. Vacancies in the board of directors may be filled for the
unexpired term by the stockholders at a meeting called for that purpose, unless
such vacancy shall have been filled by the directors. Vacancies resulting from
an increase in the number of directors may be filled in the same manner.

                                  ARTICLE XVIII

                                TRANSFER OF STOCK

     The stock of this company shall be transferred only on the books of the
company, and any transfer of stock shall be subject to the lien of the company
thereon for any indebtedness due the company from the holder.

                                   ARTICLE XIX

                                   AMENDMENTS

     The by-laws of the corporation may be amended, added to, or repealed by
vote of the holders of a majority of the issued and outstanding capital stock of
this corporation, at any meeting of the stockholders, provided that notice of
the proposed change is given in the notice of meeting, or notice thereof is
waived in writing.

                                      -5-

EX-3.5

                                                                 EXHIBIT NO. 3.5

                          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. 3.5

                             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. 3.5

                             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. 3.5

                             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. 3.5

                             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-

EX-3.6

                                                                 EXHIBIT NO. 3.6

                                   ----------

                         YELLOW DOT COM SUBSIDIARY, INC.

                                     BY-LAWS

                                   ----------



                                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......................................................1

   Section 4.    Quorum........................................................2

   Section 5.    Voting: Proxies...............................................2

   Section 6.    Action Without Meeting........................................2

ARTICLE III   MEETINGS OF DIRECTORS............................................3

   Section 1.    Number: Qualifications........................................3

   Section 2.    Place, Time and Notice........................................3

   Section 3.    Telephonic Meetings Permitted.................................3

   Section 4.    Quorum........................................................3

   Section 5.    Chairman......................................................4

   Section 6.    Interest of Directors and Officers Generally in Contracts.....4

   Section 7.    Action in Writing by Directors................................4

ARTICLE IV    COMMITTEES.......................................................4

   Section 1.    Committees....................................................4

   Section 2.    Committee Rules...............................................4

ARTICLE V     OFFICERS.........................................................5

   Section 1.    Officers: Election: Qualifications: Term of Office:
                 Resignation: Removal; Vacancies...............................5

   Section 2.    Powers and Duties of Officers.................................5

ARTICLE VI    INDEMNIFICATION..................................................5

   Section 1.    Obligations to Indemnify......................................5

   Section 2.    Construction and Presumption Favoring Indemnification.........6

   Section 3.    Right of Claimant to Bring Suit...............................6

   Section 4.    Defense to Enforcement........................................7

   Section 5.    Confidentiality...............................................7

   Section 6.    Contract Right................................................7

                                      -i-



                                TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

   Section 7.    Indemnity of Others...........................................8

   Section 8.    Non-Exclusivity...............................................8

   Section 9.    Severability..................................................8

   Section 10.   Insurance.....................................................8

ARTICLE VII   GENERAL..........................................................8

   Section 1.    Banking Arrangements..........................................8

   Section 2.    Facsimile Signatures..........................................9

   Section 3.    Execution of Instruments......................................9

   Section 4.    Financial Year................................................9

   Section 5.    Corporate Seal...............................................10

   Section 6.    Control over By-Laws.........................................10

                                      -ii-



                                     BY-LAWS

                                       OF

                         YELLOW DOT COM SUBSIDIARY, INC.
                 (hereinafter referred to as the "Corporation")

                                   ARTICLE I

                                 INTERPRETATION

          In this by-law and all other by-laws of the Corporation, words
importing the singular number only shall include the plural and vice versa;
words importing the masculine gender shall include the feminine and neuter
genders; words importing a person shall include an individual, partnership,
association, corporation, executor, administrator or legal representative and
any number or aggregate of persons; "certificate" shall include the original
certificate of incorporation, as the same may be amended and/or restated from
time to time; "Board" shall mean the Board of Directors of the Corporation;
"GCL" shall mean the General Corporation Law of the State of Delaware or any
statute that may be substituted therefor, in either case as from time to time
amended; and "meeting of stockholders" shall mean and include an annual meeting
of stockholders and a special meeting of stockholders.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place and Time.

          Subject to the laws governing the Corporation, meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation or at such other place and at such time as the Board, the Chairman
of the Board, the President or any Vice President who is a Director may
determine from time to time.

     Section 2. Special Meetings.

          Special meetings of stockholders for any purpose or purposes may be
called at any time by the President, the Board or by the Chairman of the Board,
but such special meetings may not be called by any other person or persons. Only
items of business that are set forth in a notice of special meeting may be
transacted at such special meeting.

     Section 3. Chairman.

          Subject to the provisions of any resolution of the Board, the Chairman
of the Board, if any, or in his absence or inability or refusal or failure to
act, the President or, in the absence or inability or refusal or failure to act
of each of the foregoing officers, a Vice President, or, if there be more than
one Vice President present and willing to act,



that one of them who may have been designated for the purpose by the Chairman of
the Board or by the President or by resolution of the Board shall preside at all
meetings of the stockholders. Each of the foregoing officers may attend each
such meeting provided that no Vice President shall act as Chairman if the Board
shall have determined that he shall not so act. If all of the foregoing officers
be absent or unable or refuse or fail to act, the stockholders present or
represented and entitled to vote at said meeting may choose a Chairman.

     Section 4. Quorum.

          Except as otherwise required by law or the certificate of
incorporation, the holders of shares representing not less than one-third of the
total voting power of the shares entitled to be voted at any meeting of the
stockholders, present in person or by proxy, shall constitute a quorum.

          The Chairman of the meeting may adjourn the meeting to another place,
date or time if a quorum shall fail to attend any meeting or for any other
reason.

     Section 5. Voting; Proxies.

          Except as otherwise provided by law or by the certificate of
incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by him which has
voting power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an instrument revoking
the proxy or another proxy bearing a later date with the Secretary of the
Corporation. Voting at meetings of stockholders need not be by written ballot
unless the holders of a majority of the outstanding shares of all classes and
series of stock entitled to vote thereon present in person or by proxy at such
meeting shall so determine.

     Section 6. Action Without Meeting.

          Any action required or permitted to be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote on such
action were present and voted. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                       2



                                  ARTICLE III

                              MEETINGS OF DIRECTORS

     Section 1. Number; Qualifications.

          Subject to the provisions of the certificate, the Board shall consist
of a minimum of one and a maximum of twenty-four members, the number thereof to
be determined from time to time by resolution of the Board. Directors need not
be stockholders.

     Section 2. Place, Time and Notice.

          Immediately after the annual meeting of stockholders in each year, a
meeting of such Directors as are then present may be held, provided that they
shall constitute a quorum, without notice, for the election and/or appointment
of officers of the Corporation and the transaction of such other business as may
come before the meeting.

          Subject to the provisions of any resolution of the Board, meetings of
the Board may be convened and held at any place within or without the State of
Delaware at any time by order of the Chairman of the Board or the President or
any Vice President who is a Director or any two Directors and notice of the time
and place for holding each such meeting shall be served upon each of the
Directors or left at his usual residence or usual place of business, or shall be
mailed, postage prepaid, or sent by means of telegraphic, facsimile or other
communications facility addressed to each of the Directors at his latest address
as shown in the records of the Corporation at least forty-eight hours prior to
the time fixed for such meeting. Notice of any meeting or any irregularity in
any meeting or the notice thereof may be waived by any Director either before or
after the meeting is held.

     Section 3. Telephonic Meetings Permitted.

          Members of the Board, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this by-law shall constitute presence in person at such meeting.

     Section 4. Quorum.

          Unless a different number is required by these by-laws, the
certificate of incorporation or the GCL, a majority of the total number of
Directors then in office shall constitute a quorum. Except as otherwise
provided-in the certificate of incorporation or these by-laws, the vote of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

                                       3



     Section 5. Chairman.

          Subject to the provisions of any resolution of the Board, the Chairman
of the Board, if any, or, in his absence or inability or refusal or failure to
act, the President shall preside at all meetings of the Board, provided that the
President shall not so act unless he is a Director. If the Chairman of the Board
and the President are absent or unable or refuse or fail to act, the Directors
present may choose a Chairman from among their number.

     Section 6. Interest of Directors and Officers Generally in Contracts.

          No Director or officer shall be disqualified by his office from
contracting with the Corporation nor shall any contract or arrangement entered
into by or on behalf of the Corporation with any Director or officer or in which
any Director or officer is in any way interested be liable to be voided nor
shall any Director or officer so contracting or being so interested be liable to
account to the Corporation for any profit realized by any such contract or
arrangement by reason of such Director or officer holding that office or of the
fiduciary relationship thereby established; provided that the Director or
officer shall have complied with the provisions of the GCL.

     Section 7. Action in Writing by Directors.

          Unless otherwise restricted by the certificate of incorporation, these
by-laws or the GCL, any action required or permitted to be taken at any meeting
of the Board, or any committee thereof, may be taken without a meeting if all
members of the Board or such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or such committee.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. Committees.

          The Board may, by resolution passed 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. In the absence or
disqualification of a member of the committee, 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 to
act at the meeting in place of any such absent or disqualified member.

     Section 2. Committee Rules.

          Unless the Board otherwise provides, each committee designated by the
Board may make, alter and repeal rules for the conduct of its business. In the
absence of

                                       4



such rules each committee shall conduct its business in the same manner as the
Board conducts its business pursuant to Article III of these by-laws.

                                   ARTICLE V

                                    OFFICERS

     Section 1. Officers; Election; Qualifications; Term of Office; Resignation;
Removal; Vacancies.

          The Board shall choose a President and Secretary, and it may, if it so
determines, choose a Chairman of the Board and a Vice Chairman of the Board. The
Board may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other
officers as it deems appropriate. Each such officer shall hold office until the
first meeting of the Board after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. Any officer may resign at any time
upon written notice to the Corporation. The Board may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board at any regular or special
meeting.

     Section 2. Powers and Duties of Officers.

          The officers of the Corporation shall have such powers and duties in
the management of the Corporation as may be prescribed by the Board and, to the
extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board. The Board may require any officer, agent or
employee to give security for the faithful performance of his duties.

                                   ARTICLE VI

                                 INDEMNIFICATION

          The Corporation shall be obligated to indemnify in accordance with the
provisions of this Article VI:

     Section 1. Obligations to Indemnify.

          To the fullest extent authorized by the GCL (but in the case of any
amendment to the GCL effective subsequent to the date of this by-law, if
permitted by law, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than the GCL permitted the Corporation
to provide prior to such amendment), the Corporation shall indemnify, hold
harmless and advance expenses to each person (and, where applicable, whether the
person died testate or intestate, the

                                       5



personal representative of such person, the estate of such person and such
person's legatees and heirs) who is or has served as Director of or officer of:

          (a) the Corporation; or

          (b) any other enterprise at the request of the Corporation,

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 (herein referred to sometimes as "proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
Director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, 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
or in any other capacity while serving as a Director, officer, employee or
agent. Such indemnification and holding harmless shall cover all recoverable
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be an
officer, Director, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that, except as
provided in Section 2 of this Article VI, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of the Corporation. The right to indemnification
conferred by this Article VI shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the GCL requires, the payment
of such expenses incurred by a Director or officer of the Corporation in his or
her capacity as a Director or officer of the Corporation (and not in any other
capacity in which service was 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 a 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 shall ultimately be
determined that such Director or officer is not entitled to be indemnified under
this Section or otherwise.

     Section 2. Construction and Presumption Favoring Indemnification

          In connection with each claim for indemnification, this Article VI
shall be liberally construed in favor of indemnification and there shall be a
rebuttable presumption that the Corporation shall bear the burden of proving by
a preponderance of the evidence that the claimant is not so entitled to
indemnification.

                                       6



     Section 3. Right of Claimant to Bring Suit.

          If a claim under this Article VI is not paid in full by the
Corporation within thirty (30) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall also be entitled to be paid for any and all expenses incurred in
processing such claim. Neither of the following shall be a defense to my such
action or create a presumption that the claimant has not met the applicable
standard of conduct:

          (a) the failure of the Corporation (including its Board, 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; or

          (b) an actual determination by the Corporation (including its Board,
     independent legal counsel, or its stockholders) that the claimant was not
     entitled to indemnification.

     Section 4. Defense to Enforcement.

          It shall be a defense to any such action that the claimant has not met
the standards of conduct which make it permissible for the Corporation to
indemnify the claimant for the amount claimed. The burden of proving such
defense shall be on the Corporation. The defense referred to in the first
sentence of this Section 4 shall not be available in any action brought to
enforce a claim for expense incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation.

     Section 5. Confidentiality.

          Any finding by the Board, independent legal counsel, or the
stockholders, that a person asserting a claim for indemnification pursuant to
this Article VI is not entitled to such indemnification, and any information
which may support such finding, shall be held by the Board, independent legal
counsel and the stockholders in confidence to the extent permitted by law and
shall not be disclosed to any third party. If the Corporation, the Board or the
stockholders are requested or required (by questions, interrogatories, subpoena,
civil investigative demand or other process) to disclose any such confidential
information, the person or entity so requested or required shall provide the
claimant with prompt notice of each such request and shall use its best efforts
to lawfully not disclose any such confidential information, including without
limitation, seeking a protective order at the Corporation's expense.

     Section 6. Contract Right.

          The foregoing provisions of this Article VI shall be deemed to be a
contract between the Corporation and each Director and officer who serves in
such capacity at any time while this Article VI is in effect. Any repeal or
modification of this Article VI shall not impair or otherwise affect any rights
or obligations then existing with

                                       7



respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought based in whole or in part upon
such state of facts.

     Section 7. Indemnity of Others.

          The Board in its discretion shall have the power on behalf of the
Corporation to enter into agreements to indemnify any person, other than a
Director or officer, made a party to any action, suit or proceeding by reason of
the fact that he or his testate or intestate personal representatives, legatees
or heirs is or was an employee, agent or otherwise acting on behalf of the
Corporation or serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

     Section 8. Non-Exclusivity.

          The rights of indemnification and advancement of expenses provided by
this Article VI shall not be deemed exclusive of any rights not provided by this
Article VI that any Director or officer may otherwise be entitled.

     Section 9. Severability.

          If for any reason a provision of this Article VI shall be deemed
invalid or unenforceable, the Corporation shall remain obligated to indemnify
and advance expenses pursuant to all those provisions of this Article VI which
are valid and enforceable.

     Section 10. Insurance.

          The Corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any 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 GCL.

                                   ARTICLE VII

                                     GENERAL

     Section 1. Banking Arrangements.

          The Corporation's bank accounts shall be kept in one or more banks,
trust companies or other firms or corporations carrying on banking business as
the Board, the President, a Vice President, the Treasurer or any person
designated for such purpose by the Board may from time to time determine.

          Except as hereinafter provided, all checks, drafts, orders for the
payment of money and all promissory notes, acceptances, bills of exchange and
other instruments of like nature made, signed, drawn, accepted or endorsed by
the Corporation shall bear

                                       8



the signatures of any two of the Chairman of the Board, the President, a Vice
President, the Secretary, the Treasurer or any person designated for such
purpose by the Board or any one of them and an Assistant Treasurer or Assistant
Secretary or any person designated for such purpose by the Board.

          The Board, by resolution, or the President or the 'Treasurer, by
instrument in writing, may from time to time appoint such person or persons as
they may deem expedient to sign checks drawn on any bank account of the
Corporation. A copy of any such instrument in writing shall forthwith be filed
with the Secretary of the Corporation.

          Checks, promissory notes, bills of exchange, orders for the payment of
money and other negotiable paper may be endorsed or deposited to the credit of
any bank account of the Corporation by such officer or officers, person or
persons as the Board, by resolution, or the President or the Treasurer, by
instrument in writing, may from time to time appoint, or such checks, promissory
notes, bills of exchange, orders for the payment of money and other negotiable
paper may be endorsed for such deposit by means of a stamp bearing the
Corporation's name.

     Section 2. Facsimile Signatures.

          The Board may from time to time authorize the use of signatures which
are printed or mechanically reproduced in facsimile on checks drawn on any of
the Corporation's bank accounts and on any instrument that may be issued by the
Corporation as evidence of a share or other security in or obligation of the
Corporation.

     Section 3. Execution of Instruments.

          Any two of the Chairman of the Board, the President, a Vice President,
the Secretary and the Treasurer, or any one of them together with an Assistant
Secretary or an Assistant Treasurer, shall have authority to sign in the name
and on behalf of the Corporation all instruments in writing and any instruments
in writing so signed shall be binding upon the Corporation without any further
authorization or formality. The Board shall have power from time to time by
resolution to appoint any other officer or officers or any person or persons
either to sign instruments in writing generally or to sign specific instruments
in writing in the name and on behalf of the Corporation.

          The term "instruments in writing" as used herein shall, without
limiting the generality thereof, include contracts, documents, powers of
attorney, deeds, mortgages, guarantees, hypothecs, charges, conveyances,
transfers and assignments of property (real or personal, immovable or movable),
agreements, tenders, releases, receipts and discharges for the payment of money
or other obligations, conveyances, transfers and assignments of shares, stocks,
bonds, debentures, or other securities, instruments of proxy and all paper
writings.

     Section 4. Financial Year.

          Until otherwise determined by the Board, the financial year of the
Corporation shall terminate on the 31st day of December in each year.

                                       9



     Section 5. Corporate Seal.

          The corporate seal shall be in such form as the Board shall from time
to time adopt.

     Section 6. Control over By-Laws.

          The by-laws or any by-law may be adopted, amended or repealed only (i)
by the affirmative vote of not less than a majority of the Directors then in
office (provided, however, that such number shall not be less than one-third of
the total number of Directors then authorized) at any regular or special
meeting, if notice of the proposed amendment or alteration or new by-law is
included in the notice of such meeting or (ii) by the affirmative vote of the
holders of shares representing at least a majority of the total voting power of
the shares entitled to be voted at any meeting of stockholders, if notice of the
proposed amendment or alteration or new by-law is included in the notice of such
meeting. The stockholders may alter and repeal any by-laws, in accordance with
this Section 6, whether adopted by them or otherwise.

                                       10

EX-3.7

                                                                 EXHIBIT NO. 3.7

                          CERTIFICATE OF INCORPORATION
                                       OF
                        YELLOW TECHNOLOGY SERVICES, INC.

     FIRST: The name of the corporation is Yellow Technology Services, Inc.

     SECOND: The address of the registered office of the corporation in the
State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover,
County of Kent. The name of the registered agent of the corporation at such
address is the Prentice-Hall Corporation System, Inc.

     THIRD: The purpose of the corporation is to engage in 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 is
authorized to issue is ten thousand (10,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

     FIFTH: The business and affairs of the corporation shall be managed by the
board of directors, and the directors need not be elected by ballot unless
required by the bylaws of the corporation.

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

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

     EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.

     NINTH: The incorporator is William F. Martin, Jr., whose mailing address is
P.O. Box 7563, Overland Park, Kansas 66207.

     I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand and seal this 7th day of May,
1992.


                                             /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             William F. Martin, Jr.



                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

     Yellow Technology Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware.

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of Yellow Technology
Services, Inc. resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended,
said Article shall be and read as follows: "The name of the corporation is
Yellow Services, Inc."

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



     FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF, said Yellow Technology Services, Inc., has caused this
certificate to be signed by William F. Martin, Jr., an Authorized Officer, this
4th day of April, 1997.

                                             BY: /s/ WILLIAM F. MARTIN, JR.
                                                 -------------------------------
                                             TITLE OF OFFICER: Secretary



                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

     Yellow Services, Inc. a corporation organized in the existing under by
virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors, a resolution was duly
approved setting forth a proposed amendment of the certificate of incorporation
of said Corporation and declaring said amendment to be advisable and calling a
meeting of the stockholders of the Corporation in consideration thereof. The
resolution setting forth the proposed amendment is as follows:

          RESOLVED, that the certificate of incorporation of this Corporation be
     amended by changing the article thereof numbered "FIRST" so that, as
     amended said article shall be and read as follows:

          "The name of the Corporation is Yellow Technologies, Inc."

     SECOND: That thereafter, pursuant to resolution of the Board of Directors,
a special meeting of the stockholder of said Corporation was duly called and
held upon notice in accordance with section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of section 242 of the General Corporation Law of the State of
Delaware.

     FOURTH: That the capital of said Corporation shall not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF, said Corporation has caused a certificate to be signed
by William F. Martin, Jr. Secretary, the 31st of January, 2000:


By: /s/ WILLIAM F. MARTIN, JR.
    -----------------------------------
    Authorized Officer

Printed Name: William F. Martin, Jr.
Title: Secretary



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                            YELLOW TECHNOLOGIES, INC.

YELLOW TECHNOLOGIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is THE PRENTICE-HALL
CORPORATION SYSTEM, INC. and the present registered office of the corporation is
in the county of New Castle.

     The Board of Directors of YELLOW TECHNOLOGIES, INC. adopted the following
resolution on the 23rd day of February, 2001.

     Resolved, that the registered office of YELLOW TECHNOLOGIES, INC. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, YELLOW TECHNOLOGIES, INC. has caused this statement to
be signed by William F. Martin, Jr., its Senior Vice President, this 13th day of
March, 2001.


                                            /s/ WILLIAM F. MARTIN, JR.
                                   ---------------------------------------------
                                   William F. Martin, Jr., Senior Vice President

EX-3.8

                                                                 EXHIBIT NO. 3.8

                        YELLOW TECHNOLOGY SERVICES, INC.
                                     BYLAWS

                            (Effective May 12, 1992)

                                    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 at such place on such
date and at such time of day as the Board of Directors shall each year fix,
which date shall be within thirteen months of the last annual meeting of
stockholders.

     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 President or a
majority of the Board of Directors and shall be held at such place, 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 than fourteen days after the date for which the
meeting was originally noticed, 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 President or such person as the Board of Directors may have designated,
shall call to order any meeting of the stockholders and act as chairman of the
meeting and the Secretary or Assistant Secretary shall act as secretary of the
meeting. In the absence of

                                       2



the Secretary or Assistant Secretary of the Corporation, the secretary of the
meeting shall be such person as the chairman appoints.

     Section 6. Conduct of Business

     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

     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.

                                       3



     Section 8. 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 and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the metropolitan
area where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

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

                                   ARTICLE II
                               BOARD OF DIRECTORS

     Section 1. Directors

          a. Number and Term of Office

     The number of directors who shall constitute the whole board shall be such
number not less than three nor more than nine as the Board of Directors shall at
the time have designated. 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

                                       4



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.

     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. Removals

     A director may be removed from office by a majority vote of the
stockholders entitled to vote for the election of directors.

     Section 4. Regular Meetings

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, 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 President 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

                                       5



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 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.

                                       6



     Section 9. Powers

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

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

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

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

     4. To remove any officer of the Corporation with or without cause, and from
time to time to 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

                                       7



     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.

                                  ARTICLE III
                                   COMMITTEES

     Section 1. Committees 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 member of any committee and any alternate member in his
place, the member or 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.

                                       8



     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 meetings;
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 matters shall be determined by a majority vote of the members
present. Action 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 President and a
Secretary. The Board of Directors may elect such additional officers as it deems
necessary, including vice presidents, a treasurer, 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. President

     The President be responsible in general for the supervision and control of
all of the business and affairs of the Corporation. He shall perform all duties
and have all powers which are delegated to him by the Board of Directors. He
shall have power to

                                       9



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

     Section 3. Vice Presidents

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

     Section 4. Treasurer

     The Treasurer, if one shall have been elected by the Board of Directors,
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
President. 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 5. 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 6. 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.

     Section 7. Removal

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

                                       10



     Section 8. Action with Respect to Securities of Other Corporations

     Unless otherwise directed by the Board of Directors, the President 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 of the corporation or is or was serving at
the request of the corporation as a director, officer, 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 or in any other capacity while serving 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 rights than said law permitted
the corporation to provide prior to such amendment) against all

                                       11



expenses, liability and loss (including attorneys' 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

                                       12



of the corporation 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.

                                       13



     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. Certificates of Stock

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a vice president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all of the signatures on
the certificate may be facsimile.

     Section 2. Transfers of Stock

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of

                                       14



the stock of the Corporation. Except where a certificate is issued in accordance
with Section 6 of Article VI of these Bylaws, an outstanding certificate for the
number of shares involved shall be surrendered for cancellation before a new
certificate is issued therefor.

     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
specified 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 or the shares represented thereby, signed by the person
appearing by the certificate 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.

     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.

                                       15



     Section 5. Record Date

     The Board of Directors may fix a record date, which shall not be more than
sixty nor 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 or 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.

     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.

                                   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

                                       16



the books of the Corporation. The time when such notice is dispatched shall be
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
stockholder, director, officer, or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.

                                  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 in good faith upon the books of account or
other records of the

                                       17



Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected 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 provision 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 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 by
the affirmative vote of the majority of the Board of Directors or by the
stockholders at any meeting.

                                       18

EX-3.9

                                                                 EXHIBIT NO. 3.9

                          CERTIFICATE OF INCORPORATION
                                       OF
                YELLOW INTERNATIONAL CONSOLIDATION SERVICES, INC.

     First: The name of the corporation is Yellow International Consolidation
Services, Inc.

     Second: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation at such address is
the Corporation Service Company.

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

     Fourth: The total number of shares of capital stock of all classifications
which the Corporation shall have authority to issue is Five Thousand (5,000)
shares of Common Stock having a par value of $1 per share.

     Fifth: The business and affairs of the Corporation shall be managed by the
Board of directors, and the directors need not be elected by ballot unless
required by the bylaws of the corporation.

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

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

     EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision consigned in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue (sic), and all rights conferred
herein are granted subject to this reservation.

                                      -1-



     NINTH: The incorporator is William F. Martin, Jr., whose mailing address is
10990 Roe Avenue, Overland Park, Kansas 66211.


                                        /s/ WILLIAM F. MARTIN, JR.
                                        ----------------------------------------
                                        William F. Martin, Jr.

                                      -2-



                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

Yellow International Consolidation Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware.

DOES HEREBY CERTIFY:

FIRST: That a meeting of the Board of Directors of Yellow International
Consolidation Services, Inc., a resolution was duly adopted setting forth a
proposed amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "First" so that, as amended, said
Article shall be and read as follows:

The name of the corporation is Globe.com, Lines, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, said Yellow International Consolidation Services, Inc., has
caused this certificate to be signed by William F. Martin, Jr., an Authorized
Officer, this 8th day of April, 1999.


                                        By: /s/ WILLIAM F. MARTIN, JR.
                                            ------------------------------------
                                            Authorized Officer

                                        Name: William F. Martin, Jr.
                                        Title: Vice President


                                        Attest: /s/ LAWRENCE D. BERKOWITZ
                                                --------------------------------
                                                Lawrence D. Berkowitz

                                        Title: Secretary



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                              GLOBE.COM LINES, INC.

GLOBE.COM LINES, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of GLOBE.COM LINES, INC. adopted the following
resolution on the 23rd day of February, 2001.

     Resolved that the registered office of GLOBE.COM LINES, INC. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, GLOBE.COM LINES, INC. has caused this statement to be
signed by William F. Martin, Jr., its Senior Vice President, this 15th day of
March, 2001.


                                        /s/ WILLIAM F. MARTIN, JR.
                                        ----------------------------------------
                                        William F. Martin, Jr.,
                                        Senior Vice President

EX-3.10

                                                                EXHIBIT NO. 3.10

                YELLOW INTERNATIONAL CONSOLIDATION SERVICES, INC.
                                     BYLAWS

                          (Effective December 15, 1997)

                                    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 at such place on such
date and at such time of day as the Board of Directors shall each year fix,
which date shall be within thirteen months of the last annual meeting of
stockholders.

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 President or a
majority of the Board of Directors and shall be held at such place, 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 than fourteen days after the date for which the meeting was
originally noticed, 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 President or such person as the Board of Directors may have designated,
shall call to order any meeting of the stockholders 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

                                      -2-



Assistant Secretary of the Corporation, the secretary of the meeting shall be
such person as the chairman appoints.

Section 6. Conduct of Business

     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

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.

                                      -3-



Section 8. 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 and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the metropolitan
area where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

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

                                   ARTICLE II
                               BOARD OF DIRECTORS

Section 1. Directors

     a.   Number and Term of Office

     The number of directors who shall constitute the whole board shall be such
number not less than three nor more than nine as the Board of Directors shall at
the time have designated. 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

                                      -4-



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.

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. Removals

     A director may be removed from office by a majority vote of the
stockholders entitled to vote for the election of directors.

Section 4. Regular Meetings

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, 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 President 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

                                      -5-



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 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

                                      -6-



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

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

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

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

     4. To remove any officer of the Corporation with or without cause, and from
time to time to 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.

                                      -7-



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.

                                   ARTICLE III
                                   COMMITTEES

Section 1. Committees 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 member of any committee and any alternate member in his
place, the member or 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

                                      -8-



by law. Adequate provision shall be made for notice to members, which may be by
telephone or telegraph, of all meetings; 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 matters shall be
determined by a majority vote of the members present. Action 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 President and a
Secretary. The Board of Directors may elect such additional officers as it deems
necessary, including vice presidents, a treasurer, 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. President

     The President be responsible in general for the supervision and control of
all of the business and affairs of the Corporation. He shall perform all duties
and have all powers which are delegated to him by the Board of Directors. 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 officer designated by the
Board of Directors shall perform the duties and exercise the powers of the
President.

Section 3. Vice Presidents

                                      -9-



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

Section 4. Treasurer

     The Treasurer, if one shall have been elected by the Board of Directors,
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
President. 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 5. 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 6. 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.

Section 7. Removal

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

Section 8. Action with Respect to Securities of Other Corporations

     Unless otherwise directed by the Board of Directors, the President shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of

                                      -10-



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 of the corporation or is or was serving at
the request of the corporation as a director, officer, 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 or in any other capacity while serving 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 rights than said law permitted
the corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' 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

                                      -11-



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 l(a), if the Board of
Directors determines that it is in the best interests of the corporation 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

                                      -12-



     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.

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

                                      -13-



     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. Certificates of Stock

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a vice president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all of the signatures on
the certificate may be facsimile.

Section 2. Transfers of Stock

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 6 of Article VI of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

Section 3. Transfer and Change of Address

                                      -14-



     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
     specified 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 or the shares represented thereby, signed by
     the person appearing by the certificate 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.

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 nor 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

                                      -15-



rights; or to exercise any rights with respect to any change, conversion or
exchange of stock or 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.

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.

                                   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 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

                                      -16-



equivalent to the notice required to be given to such stockholder, director,
officer, or agent. Neither the business nor the purpose of any meeting need be
specified in such a waiver.

                                  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 in good faith upon the books of account 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 selected 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

                                      -17-



     In applying any provision 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 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 by
the affirmative vote of the majority of the Board of Directors or by the
stockholders at any meeting.

                                      -18-

EX-3.11

                                                                    EXHIBIT 3.11

                            ARTICLES OF INCORPORATION
                                       OF
                        YELLOW RELOCATION SERVICES, INC.

     The undersigned natural person of the age of eighteen (18) years or more
does hereby adopt the following articles of incorporation for the purpose of
forming a corporation under the Kansas General Corporation Code.

                                   ARTICLE I

     The name of the corporation is:

                        Yellow Relocation Services, Inc.

                                   ARTICLE II

     The initial registered office of the corporation in the State of Kansas
shall be located at 10990 Roe Avenue, Overland Park, Johnson County, Kansas
66207. The name of the initial registered agent of the corporation at such
address shall be Daniel L. Hornbeck.

                                   ARTICLE III

     The aggregate number of shares of stock which this corporation shall have
authority to issue shall be Ten Thousand (10,000) shares, all of which shall be
common stock share without par value.

                                   ARTICLE IV

     The name and address of the sole incorporator is as follows:

                               Daniel J. Hornbeck
                                10990 Roe Avenue
                             Overland Park, KS 66207

                                     - 1 -



                                    ARTICLE V

     The initial Board of Directors of the corporation shall consist of one
person who shall be William F. Martin, Jr. The number of directors to constitute
subsequent boards of directors shall be fixed by, or in the manner provided in,
the by-laws of the corporation. Any changes in the number of members of the
Board shall be reported to the Secretary of State within thirty calendar days of
such change.

                                   ARTICLE VI

     The corporation shall have perpetual existence.

                                   ARTICLE VII

     The purpose of this corporation is formed is to engage in any lawful act or
activity for which a corporation may be organized under the Kansas General
Corporation Code.

     IN WITNESS WHEREOF, I execute these articles of incorporation this 16th day
of March, 1989.


                                             /s/ DANIEL J. HORNBECK
                                             -----------------------------------
                                             Sole Incorporator

STATE OF KANSAS   )
                  )  ss.
COUNTY OF JOHNSON )

     I, Willa G. Cline, a notary public, do hereby certify that on this 16th day
of March, 1989, personally appeared before me Daniel L. Hornbeck, who being by
me first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.


                                             /s/ WILLA G. CLINE
                                             -----------------------------------
                                             Notary Public

My commission expires: 3/24/91

                                     - 2 -

EX-3.12

                                                                EXHIBIT NO. 3.12

                                     BYLAWS

                                       OF

                        YELLOW RELOCATION SERVICES, INC.

                                    ARTICLE I
                                     OFFICES

     The Principal Office of the Corporation in the State of Kansas shall be
located in Overland Park, Johnson County, Kansas. The Corporation may have such
other offices, either within or without the State of Kansas, as the business of
the Corporation may require from time to time. The Registered Office of the
Corporation, required by "The General Corporation Code" to be maintained in the
State of Kansas, may be, but need not be, identical with the address of its
Principal Office in the State of Kansas, and the address of the Registered
Office may be changed from time to time by the Board of Directors.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 1 - Annual Meetings. The Annual Meetings of the Shareholders shall
be held in April each year beginning with the year 1990 for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting.

     Section 2 - Special Meetings. Special Meetings of the Shareholders may be
called by the President or by the Board of Directors.

     Section 3 - Place of Meetings. Annual and Special Meetings of the
Shareholders shall be held at such place as is designated by the Board of
Directors or, if no designation is made, the place of meeting shall be the
Registered Office of the Corporation.

     Section 4 - Notice of Meetings. Unless waived, written or printed notice
stating the place, day and hour of the meeting and, in the case of a Special
Meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than fifty (50) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary or the Officer calling the meeting, to each Shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail in a sealed
envelope addressed to the Shareholder at such Shareholder's address as it
appears on the records of the Corporation, with postage thereon prepaid.

     Section 5 - Conduct of Meetings. The Chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper conduct
of the meeting, including, without limitation, the establishment of procedures
for the maintenance of order, safety, limitations on the time allotted to the
questions or comments on the affairs of the Corporation, restrictions on entry
to such meeting after the time prescribed for the commencement thereof, and the
opening and closing of the voting polls.



     Section 6 - Voting Lists. At least ten (10) days before each meeting of
Shareholders, the Officer or agent having charge of the transfer book for shares
of the Corporation shall make a complete list of the Shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of and the
number of shares held by each Shareholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the Registered Office of
the Corporation and shall be subject to the inspection of any Shareholder during
the whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to the
Shareholders entitled to examine such list, share ledger or transfer book, or to
vote at any meeting of the Shareholders.

     Section 7 - Quorum. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of the Shareholders; provided, that if less than a majority of the
outstanding shares is represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time without further notice,
to a date not longer than ninety (90) days from the date originally set for such
meeting.

     Section 8 - Proxies. At all meetings of Shareholders, a Shareholder may
vote either in person or by proxy executed by such Shareholder or by such
Shareholder's duly authorized attorney-in-fact; provided, however, all proxies
are subject to the provisions of K.S.A. 17-6502. Such proxy shall be in writing
and filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.

     Section 9 - Voting. Except as otherwise provided by statute or by the
Articles of Incorporation and subject to the provisions of these Bylaws, each
Shareholder shall be entitled to one (1) vote for each share of Capital Stock
held by such Shareholder. At all meetings of Shareholders, except as otherwise
required by statute, by the Articles of Incorporation or by these Bylaws, all
matters shall be decided by the vote of a majority in interest of the
Shareholders entitled to vote, present in person or by proxy.

     Section 10 - Actions of the Shareholders without a Meeting. Any action
which may be taken at a meeting of the Shareholders may be taken without a
meeting if consents in writing, setting forth the action so taken, shall be
signed by all the Shareholders entitled to vote with respect to the subject
matter thereof. Such consents shall have the same force and effect as a
unanimous vote of the Shareholders at a meeting duly held, and may be stated as
such in any certificate or document filed under the "General Corporation Code."
The Secretary shall file such consents with the minutes of the meetings of the
Shareholders.

                                   ARTICLE III
                                    DIRECTORS

     Section 1 - General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.

     Section 2 - Number, Election and Term. The number of Directors of the
Corporation shall be one, who shall be elected annually at the Annual Meeting of
the Shareholders. The Board of

                                      -2-



Directors, by resolution, may increase the number of directors to three. Each
Director shall be elected for a term of one year and shall hold office until his
or her successor has been elected and has qualified.

     Section 3 - Removal of Directors. At a meeting called expressly for that
purpose, the entire Board of Directors or any member thereof may be removed, for
or without cause, by the vote of the holders of a majority of the shares then
entitled to vote at an election of the Directors.

     Section 4 - Vacancies. In case of the death or resignation of one or more
of the Directors, a majority of the remaining Directors may fill the resulting
vacancy or vacancies until the successor or successors are elected at the next
Annual Meeting of the Shareholders. If no Directors remain, then any vacancies
may be filled by election by the Shareholders.

     Section 5 - Compensation. Directors shall not receive compensation for
their services as such, but the Directors may authorize the payment of
Directors' fees and reimbursement of expenses of attendance: provided, that
nothing herein contained shall be construed to preclude any Director from
receiving compensation for services to the Corporation in any other capacity.

                                   ARTICLE IV
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1 - Annual Meetings. Meetings of the Board shall be held at such
times from time to time as the Board may determine and by resolution.

     Section 2 - Special Meetings. Special Meetings of the Board of Directors
may be called by or at the request of the President or any Directors upon
written or printed notice served personally on each Director or by mail or
telegraph to his or her address as it appears upon the records of the
Corporation.

     Section 3 - Notice. Unless waived, notice of any Special Meeting shall be
given at least five (5) days previously thereto by written notice delivered
personally, by telegram or mailed to each Director at his or her business
address, provided, however, that if the designated meeting place is without the
State of Kansas an additional five (5) days' notice shall be given. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, with postage thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company, with all charges prepaid. 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 express 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 Annual or Special Meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

     Section 4 - Place of Meeting. Meetings of the Board of Directors shall be
held at such place, within or without the State of Kansas, as shall be provided
for in the resolution, notice, waiver of notice or call of such meeting, or if
not otherwise designated, at 10990 Roe Avenue, Overland Park, Kansas.

                                      -3-



     Section 5 - Quorum. Except as may be otherwise specifically provided by
statute, by the Articles of Incorporation or by these Bylaws, a majority of the
total number of Directors shall constitute a quorum for the transaction of
business, and the vote of a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors; provided,
however, that if less than a majority of the Directors are present at said
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.

     Section 6 - Actions of the Board of Directors without a Meeting. Any action
which is required to be or may be taken at a meeting of the Directors may be
taken without a meeting if consents in writing, setting forth the action so
taken, are signed by all of the Directors. Such consents shall have the same
force and effect as a unanimous vote of the Directors at a meeting duly held,
and may be stated as such in any certificate or document filed under the
"General Corporation Code." The Secretary shall file such consents with the
minutes of the meetings of the Board of Directors.

     Section 7 - Meetings by Conference Telephone. Members of the Board of
Directors or of any committee designated by the Board of Directors may
participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment as long as all persons
participating in the meeting can hear each other person; participation in a
meeting in this manner shall constitute presence in person at the meeting.

     Section 8 - Committees. A majority of the Directors may authorize and
designate, from time to time or on a regular basis, two or more Directors to
constitute a committee which shall have and exercise all of the authority of the
Board of Directors in the management of the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 1 - Number. The Officers of the Corporation shall consist of a
President and a Secretary. The Board of Directors may also elect a Chairman of
the Board, one or more Vice Presidents (one of whom may be designated or elected
the Executive Vice President), a Treasurer, an Assistant Secretary and Assistant
Treasurer. Any two or more offices (except President and Secretary) may be held
by the same person. All Officers of the Corporation, as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the property and affairs of the Corporation as may be provided in
these Bylaws or as are established by resolution of the Board of Directors.

     Section 2 - Election and Term of Office. The Officers of the Corporation
shall be elected by the Board of Directors at the First Meeting of the Board of
Directors and annually thereafter at the Annual Meeting of the Board of
Directors. If the election of Officers shall not be held at such meeting, it
shall be held as soon thereafter as may be convenient. Each Officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
have been removed in the manner hereinafter provided.

                                       -4-



     Section 3 - Vacancies. If any office becomes vacant by reason of death,
resignation, removal, disqualification or any other reason or if any Officer of
the corporation, in the judgment of the Board of Directors, is unable to perform
the duties of his or her office for any reason, the Board of Directors may
choose a successor to fill such vacancy or may delegate the duties of any such
vacant office to any other Officer or to any Director of the Corporation f o r
the unexpired portion of the term.

     Section 4 - Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby.

     Section 5 - The Chairman of the Board. When elected, the Chairman of the
Board shall be the principal executive officer of the Corporation; he or she
shall preside at meetings of the Board of Directors and of the Shareholders,
and, subject to the direction and control of the Board of Directors, he or she
shall direct the policy and management of the corporation. He or she shall
perform such other duties as may be prescribed by the Board of Directors from
time to time. In the absence of the Chairman of the Board, the President shall
have and may exercise all of the powers of the Chairman.

     Section 6 - The President. Unless and until the Board of Directors shall
have elected a Chairman of the Board, the President shall be the chief executive
officer of the Corporation and, subject to the direction and under the
supervision of the Board of Directors, shall have general charge of the
business, affairs and property of the Corporation and control over its Officers,
agents and employees; shall preside at all meetings of the Shareholders and of
the Board of Directors at which he or she is present; and shall do and perform
such other duties and may exercise such other powers as from time to time may be
assigned to h i m or her by these Bylaws or by the Board of Directors.

     Section 7 - The Vice President. At the request or the President or in the
event of his or her absence, disability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order of their election or designation) shall perform all the duties of the
President and when so acting shall have all the powers of and be subject to all
the restrictions upon the President. Each Vice President shall have such powers
and discharge such duties as may be assigned to him or her from time to time by
the President or the Board of Directors.

     Section 8 - The Secretary. The Secretary shall keep the minutes of all the
meetings of the Shareholders and of the Board of Directors; see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the corporate records and of the seal of the corporation
and see that the seal of the Corporation is affixed to all certificates of stock
prior to the issuance thereof and to all documents the execution of which, on
behalf of the Corporation, is duly authorized; maintain a complete list of all
Shareholders entitled to vote at Shareholders' meetings and have said list
available for inspection by any Shareholder who may be present at such meetings;
have general charge of the stock transfer books of the Corporation; in general,
perform all duties customarily incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the President
or by the Board of Directors.

                                      -5-



     Section 9 - The Treasurer. The Treasurer shall have supervision of the
funds, securities, receipts and disbursements of the Corporation; cause all
monies and other valuable effects of the Corporation to be deposited in its name
and to its credit in such depositories as shall be selected by the Board of
Directors or pursuant to authority conferred by the Board of Directors; cause to
be kept correct books of account, proper vouchers and other papers pertaining to
the Corporation's business at the accounting office of the Corporation; render
to the President or the Board of Directors, whenever requested, an account of
the financial condition of the Corporation.

     Section 10 - The Assistant Secretary and Assistant Treasurer. The Assistant
Secretary and Assistant Treasurer (or in the event there be more than one
Assistant Secretary or Assistant Treasurer, in the order of their seniority,
designation or election) shall, in the absence or disability of the Secretary or
Treasurer, respectively, perform the duties and exercise the powers of the
Secretary or Treasurer and shall perform such other duties as the President or
the Board of Directors shall prescribe.

     Section 11 - Salaries. The salaries of the Officers shall be fixed from
time to time by the Board of Directors.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1 - Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf the Corporation, and such authority may
be general or confined to specific instances.

     Section 2 - Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution from the Board of Directors. Such authority may be
general or confined to specific instances.

     Section 3 - Checks, Drafts and Other Documents. All checks, drafts and
other orders for payment of money, notes or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such Officer or
Officers, agent or agents of the Corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors. Endorsement
of instruments for deposit to the credit of the Corporation in any of its duly
authorized depositories may be made by rubber stamp of the Corporation or in
such other manner as the Board of Directors may from time to time determine.

     Section 4 - 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 VII
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

     Section 1 - Certificates of Stock. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be

                                      -6-



signed, manually or by facsimile or otherwise, by the President or Vice
President and by the Secretary, Treasurer or Assistant Secretary or Assistant
Treasurer and shall be sealed with the Seal of the Corporation. All certificates
of stock shall be consecutively numbered. The name of the person owning the
shares represented thereby, with the number of shares and the date of issuance,
shall be entered on the books of the Corporation. 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.

     Section 2 - Lost Certificates. In the event a certificate of stock is
allegedly lost, stolen or destroyed, the Corporation may issue a new
certificate. The Corporation may require the owner of such certificate to give a
good and sufficient bond to indemnify the Corporation against it on account of
the alleged loss, theft or destruction, or the issuance of the new certificate.

     Section 3 - Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof or
by his or her attorney, thereunto authorized by power of attorney duly executed
and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed owner thereof for all
purposes as regards the Corporation.

     Section 4 - Treasury Stock. All issued and outstanding stock of the
Corporation that may be purchased or otherwise acquired by the Corporation shall
be Treasury Stock, and the Directors of the Corporation shall be vested with
authority to resell said shares for such price and to such person or persons as
the Board of Directors may determine. Such stock shall neither vote nor
participate in dividends while held by the Corporation.

                                  ARTICLE VIII
                                    DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and the Corporation's Articles of Incorporation.

                                   ARTICLE IX
                                      SEAL

     The Corporation shall have a corporate seal which shall have inscribed
around the circumference thereof the words, "Yellow Relocation Services, Inc."
and elsewhere thereon shall bear the words, "Corporate Seal." The corporate seal
may be affixed by impression or may be by facsimile.

                                   ARTICLE X
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given under the provisions
of these Bylaws, of the Articles of Incorporation or of "The General and
Business Corporation Code of Kansas," waiver of such notice in writing, signed
by the person or persons entitled thereto,

                                      -7-



whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE XI
                                   FISCAL YEAR

     Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Corporation shall extend from the first day of January to
the last day of December of each year, both dates inclusive.

                                  ARTICLE XII
                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

     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 (including any action or suit by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer 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, find and amounts paid in settlement actually and reasonably
incurred by him in connection with such suit, action 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,
provided, however, that in the case of an action or suit by or in the right of
the Corporation, (a) such person shall be indemnified only to the extent of his
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement thereof and not for any judgments,
fines or amounts paid in settlement and (b) 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 of the State of Delaware 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 which
the Court of Chancery or such other court shall deem proper.

     Section 2. Any person who is or was an employee or agent of the
Corporation, and who would be entitled to be indemnified by the Corporation
under the circumstances set forth in Section 1 of this Article but for the fact
that such person is not or was not a director or officer 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 of this Article, if the Board of Directors determines that it is in
the best interests of the Corporation to grant such indemnity. Authorization for
such indemnity shall be determined by majority vote of a quorum of the Board of
Directors.

     Section 3. 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 Section 1 or in defense of any claim,
issue or matter therein, he shall be indemnified against

                                      -8-



expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Section 4. Any indemnification hereunder (unless required by law or order
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in this Article. 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 a written
opinion, or (3) by the stockholders of the Corporation.

     Section 5. The indemnification and advancement of expenses provided herein
shall not be deemed exclusive of any other rights to which those indemnified or
advanced expenses may be entitled under any statute, 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, and 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 6. The Corporation may 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 or of these Bylaws.

     Section 7. The Corporation's indemnity 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,
shall be reduced by any amounts such person may collect as indemnification (i)
under any policy of insurance purchased and maintained on his behalf by the
Corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.

     Section 8. For the purposes of this Article, references to "the
Corporation" include any subsidiary or affiliated corporation and all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a 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 the provisions of this
Article with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.

     Section 9. For purposes of this Article references to "other enterprises"
shall include entities of any kind, including associations, rate bureaus,
conferences and employee benefit

                                      -9-



plans; references to "fines" to shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which 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 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.

     Section 10. Nothing contained in this Article XII, or elsewhere in these
Bylaws, shall operate to indemnify any director or officer if such
indemnification is for any reason contrary to law, either as a matter of public
policy, or under the provisions of the Federal Securities Act of 1933, the
Securities Exchange Act of 1934, or any other applicable state or federal law.

     Section 11. 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 the director or officer 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 bylaw.

                                  ARTICLE XIII
                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any Annual Meeting or Special Meeting of the Board of Directors
called for that purpose. The Board of Directors may adopt emergency Bylaws as
provided by law.

     These Bylaws are hereby adopted this 28/th/ day of March, 1989.


                                           /s/ DANIEL L. HORNBECK
                                           -------------------------------------
                                           Sole Incorporator

                                      -10-

EX-3.13

                                                                EXHIBIT NO. 3.13

[SEAL]
THE STATE OF INDIANA

RESTATED ARTICLES OF INCORPORATION                  ----------------------------
State Form 42152(12-87)                                 Secretary of State
Provided by Evan Bayh, Secretary of State                  State House
of Indiana                                             Corporations Division
                                                             Room 155
Present Original and One Copy. Use 8 1/2" x 11"        Indianapolis, IN 46204
     paper for inserts.                                    (317) 232-6576
FILING FEE: $30.00                                  ----------------------------
Indiana Code 23-1-38-7
- --------------------------------------------------------------------------------
                                    RESTATED
                          ARTICLES OF INCORPORATION OF
                                 MEGA-SYS, 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 facts:
- --------------------------------------------------------------------------------
                             ARTICLE I - RESTATMENT
- --------------------------------------------------------------------------------
SECTION I:   The date of incorporation of the Corporation:

             January 18, 1989
- --------------------------------------------------------------------------------
SECTION II:  The name of the Corporation following this restatement:

             MegaSys, Inc.
- --------------------------------------------------------------------------------
SECTION III: The exact test of the Restated Articles of incorporation
             is attached.
- --------------------------------------------------------------------------------
     ARTICLE II - MANNER OF ADOPTION AND VOTE (Strike inapplicable section)
- --------------------------------------------------------------------------------
SECTION I:   xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
- --------------------------------------------------------------------------------
SECTION:     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 seperately 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                                   1000
- --------------------------------------------------------------------------------

NUMBER OF VOTES ENTITLED TO BE CAST                            1000
- --------------------------------------------------------------------------------

NUMBER OF VOTES REPRESENTED AT THE MEETING                     1000
- --------------------------------------------------------------------------------

SHARES VOTED IN FAVOR                                          1000
- --------------------------------------------------------------------------------

SHARES VOTED AGAINST                                              0
- --------------------------------------------------------------------------------

     In Witness Whereof, the undersigned being the President
                                                    (title)
     of said Corporation executes these Restated Articles of Incorporation and
     verifies, subject to penalties of perjury that the statements contained
     herein are true, this 6th day of October, 1994.
- --------------------------------------------------------------------------------
Signature                             Printed Name


//s// ROBERT L. RICHARDSON            Robert L. Richardson
- ----------------------------

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

                                      -1-



[SEAL]
THE STATE OF INDIANA

                              
NOTICE OF CHANGE OF REGISTERED   Provided by: EVAN BAYH
OFFICE OR REGISTERED AGENT                    Indiana Secretary of State
ALL CORPORATIONS                              Room 155, State House
State Form 26276 (R /1-88)                    Indianapolis, Indiana 46204
                                              (317) 232-6576

Present original and 2 copies    Indiana Code  23-1-24-2 (for profit-corporations)
                                 Indiana Code 23-7-1. 1-53 (non-profit corporations)
                                 NO FILING FEE



- --------------------------------------------------------------------------------
Name of Corporation                            Data of Incorporation

MegaSys, Inc.                                  January 18, 1989
- --------------------------------------------------------------------------------
Current Registered Office Address                                      ZIP Code

432 South Emerson, Suite 110, Greenwood                                 46143
- --------------------------------------------------------------------------------
New Registered Office Address

609A Treybourne Drive, Greenwood                                        46142
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Current Registered Agent (Type or Print Name)

Robert Richardson
- --------------------------------------------------------------------------------
New Registered Agent (Type or Print Name)

Robert Richardson
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                 STATEMENTS BY REGISTERED AGENT OR CORPORATION
- --------------------------------------------------------------------------------

     This statement is a representation that the new registered agent has
     consented to the appointment as registered agent, or statement attached
     signed by registered agent giving consent to act as the new registered
     agent.

     After the change or changes are made, the street address of this
     corporation's registered agent and the address of its registered office
     will be identical.

     The resident agent filing this statement of change of the registered
     agent's business street address has notified the represented corporation in
     writing of the change, and the notification was manually signed or signed
     in facsimile.

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

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

     IN WITNESS WHEREOF, the undersigned being the (Registered Agent)
                                    of said corporation executes this notice and
     ------------------------------
     verifies, subject to penalties of perjury, that the statements contained
     herein are true, this 19th day of October, 1995.

- --------------------------------------------------------------------------------
Signature                             Printed Name


//s// ROBERT L. RICHARDSON            Robert Richardson
- ----------------------------

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

                                      -2-



                                State of Indiana
                        Office of the Secretary of State

                      CERTIFICATE OF ASSUMED BUSINESS NAME

                                       of

                                 MEGASYS, INC.

I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Certificate
of Assumed Business Name 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.

Following said transaction the entity named above will be doing business under
the assumed business name(s) of:

                                  MERIDIAN IQ

     NOW, THEREFORE, with this document I certify that said transaction will
     become effective Wednesday, July 02, 2003.

[SEAL]
THE STATE OF INDIANA

     In Witness Whereof, I have caused to be affixed my signature and the seal
     of the State of Indiana, at the City of Indianapolis, July 2, 2003.


     /s/ TODD ROKITA
     -------------------------
     TODD ROKITA,
     SECRETARY OF STATE



[SEAL]
THE STATE OF INDIANA

                                           -------------------------------------
CERTIFICATE OF ASSUMED BUSINESS NAME          SUE ANNE GILROY
(All Corporations)                            SECRETARY OF STATE
State Form 30353 (R8 / 9-97)                  CORPORATIONS DIVISION
State Board of Accounts Approved 1995         302 W. Washington St., Rm. E018
                                              Indianapolis, IN 46204
                                              Telephone: (317) 232-6576
                                           -------------------------------------

                                                    
INSTRUCTIONS:                                          Indiana Code 23-15-1-1, et seq.

1.   This certificate must also be recorded in the     FILING FEES PER CERTIFICATE:
     office of County Recorder of each county in       For-Profit Corporation, Limited Liability
     which a place of business or office is located.   Company, Limited Partnership             $30.00
                                                       Not-For-Profit Corporation               $25.00
2.   FEES ARE PER ASSUMED NAME. Please make check      Certificate - Additional                 $15.00
     or money order payable to:
Indiana Secretary of State



Please TYPE or PRINT.


- --------------------------------------------------------------------------------
                                      
1.   Name of Corporation, LLC, or LP     2.   Date of incorporation / admission

          MegaSys, Inc.                                    1/18/89
- --------------------------------------------------------------------------------
3.   Address at which the Corporation, LLC, LP will do business or have an
     office in Indiana. If no office in Indiana, then state current registered
     address (street address)

          CT Corporation System, 36 Pennsylvania St., Suite 700

City, state and ZIP code

         Indianapolis, IN  46204
- --------------------------------------------------------------------------------
4.   Assumed business name(s) ($30.00 per name)

          Meridian IQ
- --------------------------------------------------------------------------------
5.   Principal office address of the Corporation, LLC, LP (street address)

          10990 Roe Avenue

City, state and ZIP code

          Overland Park, KS  66211
- --------------------------------------------------------------------------------
6.   Signature                           7.   Printed name


          //s// Michelle Russell                   Michelle A. Russell,
          ----------------------------             Secretary, MegaSys, Inc.
- ---------------------------------------------------------------------------------
     STATE OF Kansas
     COUNTY OF Johnson

     Subscribed and sworn or attested to before me, this 2nd day of May, 2003

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


          //S// Connie L. Chambers
          ---------------------------

- --------------------------------------------------------------------------------
My Notarial Commission Expires:          My County of Residence is:

     11/01/03                                 Johnson
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
This instrument was prepared by:

          Michelle Russell, Secretary, MegaSys, Inc.
- --------------------------------------------------------------------------------


                                      -4-

EX-3.14

                                                                EXHIBIT NO. 3.14

                                                       Effective August 10, 2002

                              AMENDED AND RESTATED
                                 CODE OF BY-LAWS
                                       OF
                                  MEGASYS, INC.

                                   ARTICLE 1
                  Identification, Records, Seal and Fiscal Year

     Section 1.01. Name. The name of the Corporation is MegaSys, Inc. (the
"Corporation").

     Section 1.02. Place of Keeping Corporate Books and Records. The Corporation
shall keep at its principal office a copy of (a) its Articles of Incorporation
and all amendments thereto currently in effect (the "Articles"); (b) its Code of
By-Laws and all amendments thereto currently in effect (the "By-Laws"); (c)
resolutions adopted by the Board of Directors (the "Board") with respect to one
or more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to these resolutions are
outstanding; (d) minutes of all meetings of the shareholders of the Corporation
(the "Shareholders") and records of all actions taken by the Shareholders
without a meeting (collectively, "Shareholders Minutes") for the prior three
years; (e) all written communications by the Corporation to the Shareholders
including the financial statements furnished by the Corporation to the
Shareholders for the prior three years; (f) a list of the names and business
addresses of the current directors of the Corporation (the "Directors") and the
current officers of the Corporation (the "Officers"); and (g) the most recent
Annual Report of the Corporation as filed with the Secretary of State of
Indiana. The Corporation shall also keep and maintain at its principal office,
or at such other place or places within or without the State of Indiana as may
be provided, from time to time, in these By-Laws, (a) minutes of all meetings of
the Board and of each committee, and records of all actions taken by the Board
and by each committee without a meeting; (b) Shareholders Minutes; (c)
appropriate accounting records of the Corporation; and (d) a record of the
Shareholders in a form that permits preparation of a list of the names and
addresses of all Shareholders, in alphabetical order by class of shares, stating
the number and class of shares held by each Shareholder. All of the records of
the Corporation described in this Section shall be maintained in written form or
in another form capable of conversion into written form within a reasonable
time.

     Section 1.03. Seal. The Board may designate the design and cause the
Corporation to obtain and use a corporate seal, but the failure of the Board to
designate a seal or the absence of the impression of the corporate seal from any
document does not affect in any way the validity or effect of such document.

     Section 1.04. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January in each year and end on the last day of December in
the same year.



                                    ARTICLE 2
                                     Shares

     Section 2.01. Certificates for Shares. Each holder of the shares of the
Corporation shall be entitled to a certificate in such form as the Board may
prescribe from time to time. However, unless the Articles provide otherwise, the
Board may authorize the issue of some or all of the shares of any or all of the
Corporation's classes or series without certificates. Within a reasonable time
after the issue or transfer of shares without certificates, the Corporation
shall send the Shareholder a written statement of the information required on
certificates by the Indiana Business Corporation Law, as amended from time to
time (the "Act"), and the information required by the Indiana Uniform Commercial
Code, as in effect from time to time. A holder of such shares may request that a
certificate be provided to him by giving notice to the Secretary of the
Corporation. The certificate shall be provided in the form prescribed by the
Board.

     Section 2.02. Transfer of Shares. The shares of the Corporation shall be
transferable only on the books of the Corporation upon delivery to the
Corporation of the certificate(s) representing the same or, in the case of
shares without certificates, an instrument of assignment in respect of the
shares being transferred, in form and substance satisfactory to the Corporation,
properly endorsed by the registered holder or by his duly authorized attorney,
such endorsement or endorsements to be witnessed by one witness or guaranteed by
a bank or registered securities broker or dealer. The requirement for such
witnessing may be waived in writing upon the form of endorsement by the
President of the Corporation. Within a reasonable time after the transfer of
shares without certificates, the Corporation shall send the Shareholder a
written statement of the information required by Section 2.01 of these By-Laws.

     Section 2.03. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares in the place of any certificate theretofore
issued and alleged to have been lost, stolen or destroyed, but the Board may
require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to furnish affidavit as to such loss, theft or destruction and
to give a bond in such form and substance, and with such surety or sureties,
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the alleged loss, theft or
destruction of such certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is not imprudent to do
so.

     Section 2.04. Issue and Consideration for Shares. The Board may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the Corporation. If shares are issued for promissory notes or for promises to
render services in the future, the Corporation shall report in writing to the
Shareholders the number of shares authorized to be so issued with or before the
notice of the next Shareholders' meeting. However, if the Corporation is subject
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), these
reporting requirements are satisfied by complying with the proxy

                                       2



disclosure provisions of the Exchange Act. The adequacy of the consideration is
to be determined by the Board, and that determination is conclusive insofar as
the adequacy of the shares relates to whether the shares are validly issued,
fully paid, and nonassessable. Once the Corporation receives the consideration
for which the Board authorized the issuance of the shares, the shares are fully
paid and nonassessable.

                                   ARTICLE 3
                            Meetings of Shareholders

     Section 3.01. Place of Meetings. All meetings of Shareholders shall be held
at the principal office of the Corporation or at such other place, within or
without the State of Indiana, as may be specified in the respective notices or
waivers of notice thereof.

     Section 3.02. Annual Meeting. The annual meeting of the Shareholders for
the election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at 9:00 a.m. on the first day of
March of each year, if such day is not a legal holiday, and if a holiday then on
the first following day that is not a legal holiday. Failure to hold the annual
meeting at the designated time shall not work any forfeiture or a dissolution of
the Corporation.

     Section 3.03. Special Meetings. Special meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by the Board or the
President, and shall be called by the President or any Vice President at (a) the
request in writing of a majority of the Board, or (b) at the written demand,
delivered to the Secretary, of Shareholders holding of record not less than 25%
of the voting power of all the shares of the Corporation issued and outstanding
and entitled by the Articles to vote on the business proposed to be transacted
thereat. All requests or demands for special meetings shall state the purpose or
purposes thereof, and the business transacted at such meeting shall be confined
to the purposes stated in the call and matters germane thereto.

     Section 3.04. Record Date. The Board may fix a record date, not exceeding
seventy (70) days prior to the date of any meeting of the Shareholders, for the
purpose of determining the Shareholders entitled to notice of and to vote at
such meeting. In the absence of action by the Board fixing a record date as
herein provided, the record date shall be the fourteenth (14th) day prior to the
date of the meeting. A new record date must be fixed if a meeting of
Shareholders is adjourned to a date more than 120 days after the date fixed for
the original meeting.

     Section 3.05. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting, and, in the case of a special meeting or
when otherwise required by any provision of the Act, the Articles or these
By-Laws, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary or by the persons calling the meeting to
each Shareholder at the time entitled to vote, at such address as appears on the
records of the Corporation, at least ten (10) and not more than sixty (60) days
before the date of the meeting. Notice of any special meeting called at the
written demand of Shareholders shall be delivered or mailed within sixty (60)
days of the Secretary's receipt of such demand. Each Shareholder who has in the
manner provided in

                                       3



Section 3.06 of these By-Laws waived notice of a Shareholders' meeting, or who
personally attends a Shareholders' meeting, or is represented thereat by a proxy
duly authorized to appear by an instrument of proxy complying with the
requirements hereinafter set forth, shall be conclusively presumed to have been
given due notice of such meeting.

     Section 3.06. Waiver of Notice. Notice of any annual or special meeting may
be waived in writing by any Shareholder, before or after the date and time of
the meeting specified in the notice thereof, by a written waiver delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. A Shareholder's attendance at any meeting in person or by proxy shall
constitute a waiver of (a) notice of such meeting, unless the Shareholder at the
beginning of the meeting objects to the holding of or the transaction of
business at the meeting, and (b) consideration at such meeting of any business
that is not within the purpose or purposes described in the meeting notice,
unless the Shareholder objects to considering the matter when it is presented.

     Section 3.07. Proxies. A Shareholder entitled to vote at any meeting may
vote either in person or by proxy executed in writing by the Shareholder or a
duly authorized attorney-in-fact of such Shareholder. For purposes of this
Section, a proxy granted by telegram, telex, telecopy or other document
transmitted electronically for or by a Shareholder shall be deemed "executed in
writing by the Shareholder." The general proxy of a fiduciary shall be given the
same effect as the general proxy of any other shareholder. No proxy shall be
valid after eleven months from the date of its execution unless a longer or
shorter time is expressly provided therein. An appointment of a proxy is
revocable by a Shareholder unless the appointment form conspicuously states that
it is irrevocable and the appointment is coupled with an interest.

     Section 3.08. Quorum. At any meeting of Shareholders, the holders of a
majority of the outstanding shares which may be voted on the business to be
transacted at such meeting, represented thereat in person or by proxy, shall
constitute a quorum, and a majority vote of such quorum shall be necessary for
the transaction of any business by the meeting, unless a greater number is
required by law, the Articles or these By-Laws. In case a quorum shall not be
present at any meeting, the holders of record of a majority of such shares so
present in person or by proxy may adjourn the meeting from time to time, without
notice, other than announcement at the meeting, unless the date of the adjourned
meeting requires that the Board fix a new record date therefore, in which case
notice of the adjourned meeting shall be given. At any 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 scheduled.

     Section 3.09. Shareholder List. The Secretary shall prepare before each
meeting of Shareholders a complete list of the Shareholders entitled to notice
of such meeting, arranged in alphabetical order by class of shares (and each
series within a class), and showing the address of, and the number of shares
entitled to vote held by, each Shareholder (the "Shareholder List"). Beginning
five business days before the meeting and continuing throughout the meeting, the
Shareholder List shall be on file at the

                                       4



principal office or at a place identified in the meeting notice as the city
where the meeting will be held, and shall be available for inspection by any
Shareholder entitled to vote at the meeting. On written demand, made in good
faith and for a proper purpose and describing with reasonable particularity the
Shareholder's purpose, and if the Shareholder List is directly connected with
the Shareholder's purpose, a Shareholder (or such Shareholder's agent or
attorney authorized in writing) shall be entitled to inspect and to copy the
Shareholder List, during regular business hours and at the Shareholder's
expense, during the period the Shareholder List is available for inspection. The
original stock register or transfer book, or a duplicate thereof kept in the
State of Indiana, shall be the only evidence as to who are the Shareholders
entitled to examine the Shareholder List, or to notice of or to vote at any
meeting.

     Section 3.10. Meeting by Telephone, etc. Any or all of the Shareholders may
participate in a meeting by or through the use of any means of communication by
which all Shareholders participating may simultaneously hear each other during
the meeting. A Shareholder participating in a meeting by this means is deemed to
be present in person at the meeting.

     Section 3.11. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Shareholders may be taken without a meeting if
the action is taken by all the Shareholders entitled to vote on the action. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by all the Shareholders entitled to vote on the action, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Action taken under this Section is effective when the last
Shareholder signs a written consent, unless the consent specifies a different
prior or subsequent effective date.

                                   ARTICLE 4
                               Board of Directors

     Section 4.01. Duties and Number. The business and affairs of the
Corporation shall be managed under the direction of a Board of three (3)
Directors.

     Section 4.02. Election, Term of Office and Qualification. Directors shall
be elected at each annual meeting by the Shareholders entitled by the Articles
to elect Directors. Directors shall be elected for a term of one year and shall
hold office until their respective successors are elected and qualified.
Directors need not be residents of the State of Indiana or Shareholders of the
Corporation. No decrease in the number of Directors at any time provided for by
these By-Laws shall have the effect of shortening the term of any incumbent
director.

     Section 4.03. Powers of Directors. The Board shall exercise all of the
powers of the Corporation, subject to the restrictions imposed by law, the
Articles, or these By-Laws.

     Section 4.04. Annual Meeting. Unless otherwise determined by the President
or the Board, the Board shall meet each year immediately after the annual
meeting of the

                                       5



Shareholders, at the place where such meeting of the Shareholders has been held,
for the purpose of organization, election of Officers, and consideration of any
other business that may properly be brought before the meeting. No notice shall
be necessary for the holding of this annual meeting. If such meeting is not held
as above provided, the election of Officers may be held at any subsequent duly
constituted meeting of the Board.

     Section 4.05. Regular Board Meetings. Regular meetings of the Board may be
held at stated times or from time to time, and at such place, either within or
without the State of Indiana, as the Board may determine, without call and
without notice.

     Section 4.06. Special Board Meetings. Special meetings of the Board may be
called at any time or from time to time, and shall be called on the written
request of at least two Directors or the President, by causing the Secretary or
any Assistant Secretary to give to each Director, either personally or by mail,
telephone, telegraph, teletype or other form of wire or wireless communication
at least two days' notice of the date, time and place of such meeting. Special
meetings shall be held at the principal office or at such other place, within or
without the State of Indiana, as shall be specified in the respective notices or
waivers of notice thereof. A Director may waive notice of any special meeting of
the Board before or after the date and time stated in the notice by a written
waiver signed by the Director and filed with the minutes or corporate records. A
Director's attendance at or participation in a special meeting waives any
required notice to the Director of the meeting unless the Director at the
beginning of the meeting (or promptly upon the Director's arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

     Section 4.07. Meeting by Telephone, etc. Any or all of the members of the
Board or of any committee designated by the Board may participate in a meeting
of the Board or the committee, or conduct a meeting through the use of, any
means of communication by which all persons participating may simultaneously
hear each other during the meeting, and participation in a meeting using these
means constitutes presence in person at the meeting.

     Section 4.08. Quorum. At all meetings of the Board, a majority of the
number of Directors designated for the full Board shall be necessary to
constitute a quorum for the transaction of any business, except (a) that for the
purpose of filling of vacancies of the Board a majority of Directors then in
office shall constitute a quorum, and (b) that a lesser number may adjourn the
meeting from time to time until a quorum is present. The affirmative vote of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board, unless the act of a greater number is required by
law, the Articles or these By-Laws.

     Section 4.09. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if the action is taken by all members of the Board or of such
committee. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each member of the Board or of the
committee, and included in the minutes or

                                       6



filed with the corporate records reflecting the action taken. Action taken under
this Section is effective when the last member of the Board or of the committee
signs a written consent, unless the consent specifies a different prior or
subsequent effective date.

     Section 4.10. Resignations. Any Director may resign at any time by
delivering written notice to the Board, its Chairman, the President, or the
Secretary. Such resignation shall take effect when the notice is delivered
unless the notice specifies a later effective date. If the resignation specifies
a later effective date, the Board may fill the pending vacancy before the
effective date, but the new Director may not take office until the vacancy
occurs.

     Section 4.11. Removal. Any Director may be removed, 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.
If the notice calling such meeting shall so provide, the vacancy caused by such
removal may be filled at such meeting by vote of the holders of a majority of
the outstanding shares present and entitled to vote for the election of
Directors.

     Section 4.12. Vacancies. Any vacancy occurring in the Board, including a
vacancy resulting from an increase in the number of Directors, may be filled by
the Board, or if the Directors remaining in office constitute fewer than a
quorum of the Board, they may fill the vacancy by the affirmative vote of a
majority of all the Directors remaining in office. Each Director so chosen shall
hold office until the expiration of the term of the Director, if any, whom he
has been chosen to succeed, or, if none, until the expiration of the term
designated by the Board for the directorship to which he has been elected, or
until his earlier removal, resignation, death, or other incapacity.

     Section 4.13. Compensation of Directors. The Board is empowered and
authorized to fix and determine the compensation of Directors for attendance at
meetings of the Board and additional compensation for such additional services
any of such Directors may perform for the Corporation.

     Section 4.14. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and (a) any Director, or (b) any
corporation, unincorporated association, business trust, estate, partnership,
trust, joint venture, individual or other legal entity ("Legal Entity") (1) in
which any Director has a material financial interest or is a general partner, or
(2) of which any Director is a director, officer or trustee (collectively, a
"Conflict Transaction"), shall be valid for all purposes, if the material facts
of the Conflict Transaction and the Director's interest were disclosed or known
to the Board, a committee with authority to act thereon, or the Shareholders
entitled to vote thereon, and the Board, such committee, or such Shareholders
authorized, approved, or ratified the Conflict Transaction. A Conflict
Transaction is authorized, approved or ratified:

                                       7



          (a) By the Board or such committee, if it receives the affirmative
vote of a majority of the Directors who have no interest in the Conflict
Transaction, notwithstanding the fact that such majority may not constitute a
quorum or a majority of the Board or such committee or a majority of the
Directors present at the meeting, and notwithstanding the presence or vote of
any Director who does have such an interest: provided, however, that no Conflict
Transaction may be authorized, approved or ratified by a single Director: or

          (b) By such Shareholders, if it receives the vote of a majority of the
shares entitled to be counted, in which vote shares owned or voted under the
control of any director who, or of any Legal Entity that, has an interest in the
Conflict Transaction may be counted.

     This Section shall not be construed to require authorization, ratification
or approval by the Shareholders of any Conflict Transaction, or to invalidate
any Conflict Transaction that would otherwise be valid under the common and
statutory law applicable thereto.

                                   ARTICLE 5
                                   Committees
                            of the Board of Directors

     Section 5.01. Creation of Committees. The Board may create one (1) or more
committees and appoint members of the Board to serve on them. Each committee may
have one (1) or more members, who serve at the pleasure of the Board. The
creation of a committee and appointment of members to it must be approved by the
greater of: (a) a majority of all the Directors in office when the action is
taken; or (b) the number of Directors required by the Articles or these By-Laws
to take action under the Act.

     Section 5.02. Powers of the Committees. To the extent specified by the
Board, each committee may exercise the authority of the Board. A committee may
not, however (a) authorize distributions, except a committee (or an executive
officer of the Corporation designated by the Board) may authorize or approve a
reacquisition of shares or other distribution if done according to a formula or
method, or within a range, prescribed by the Board: (b) approve or propose to
Shareholders action that the Act requires to be approved by Shareholders; (c)
fill vacancies on the Board or on any of its committees: (d) except to the
extent permitted by Subsection (g) of this Section 5.02, amend the Articles; (e)
adopt, amend, or repeal these By-Laws; (f) approve a plan of merger not
requiring Shareholder approval; or (g) authorize or approve the issuance or sale
or a contract for sale of shares, or determine the designation and relative
rights, preferences, and limitations of a class or series of shares, except the
Board may authorize a committee (or an executive officer designated by the
Board) to take the action described in this Subsection (g) within limits
prescribed by the Board.

     Section 5.03. Meetings; Procedure; Quorum. Sections 4.05 through 4.09 of
these By-Laws dealing with meetings, action without a meeting, notice and waiver
of notice,

                                       8



and quorum and voting requirements of the Board apply to the committees and
their members as well.

                                   ARTICLE 6
                                    Officers

     Section 6.01. Number. The Officers of the Corporation shall consist of the
President, one (1) or more Vice-Presidents (if any), the Secretary, the
Treasurer, and such other officers as may be chosen by the Board at such time
and in such manner and for such terms as the Board may prescribe. Any two (2) or
more offices may be held by the same person.

     Section 6.02. Election and Term of Office. The Officers shall be chosen by
the Board or by an Officer duly elected or appointed and duly authorized by the
Board. Each Officer shall hold office until his successor is chosen and
qualified, until his death, until he shall have resigned, or shall have been
removed pursuant to Section 6.04 of these By-Laws.

     Section 6.03. Resignations. Any Officer may resign at any time by
delivering written notice to the Board, the President, or the Secretary. Such
resignation shall take effect when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the Board may fill
the pending vacancy before the effective date if the Board provides that the
successor does not take office until the effective date.

     Section 6.04. Removal. Any Officer may be removed either with or without
cause, at any time, by the vote of a majority of the actual number of Directors
elected and qualified from time to time, or by the Officer who appointed that
Officer.

     Section 6.05. Vacancies. Whenever any vacancy shall occur in any office,
the same shall be filled by the Board, the President, or by an Officer duly
appointed by the Board, and the Officer so chosen shall hold office during the
remainder of the term for which his predecessor was chosen or as otherwise
provided herein.

     Section 6.06. President. Subject to the general control of the Board, the
President shall manage and supervise all the affairs and personnel of the
Corporation and shall discharge all the usual functions of the chief executive
officer of a corporation. He shall preside at all meetings of Shareholders and
Directors, discharge all the duties which devolve upon a presiding officer, and
shall exercise and perform such other powers and duties as these By-Laws or the
Board may prescribe. The President shall have full authority to execute proxies
in behalf of the Corporation, to vote stock owned by it in any other
corporation, and to execute, with the Secretary, powers of attorney appointing
other corporations, partnerships, or individuals the agent of the Corporation,
all subject to the provisions of the Act, the Articles and these By-Laws.

     Section 6.07. Vice-Presidents. The Vice-Presidents, in the order designated
by the President or the Board, shall exercise and perform all powers of, and
perform duties

                                       9



incumbent upon, the President during his absence or disability and shall
exercise and perform such other powers and duties as these By-Laws, the Board or
the President may prescribe.

     Section 6.08. Secretary. The Secretary shall attend all meetings of the
Shareholders and of the Board, and shall keep or cause to be kept in a book
provided for the purpose of a true and complete record of the proceedings of
such meetings, and shall perform a like duty, when required, for all committees
created by the Board. He shall authenticate the records of the Corporation when
necessary and shall exercise and perform such other powers and duties as these
By-Laws, the Board or the President may prescribe. He shall give all notices of
the Corporation and, in case of his absence, negligence, or refusal to do so,
any notice may be given by a person so directed by the President or by the
requisite number of Directors or Shareholders upon whose request the meeting is
called as provided by these By-Laws.

     Section 6.09. Treasurer. The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all moneys, notes,
securities and other valuables that may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board, and shall keep such bank account in the name of the
Corporation. He shall furnish at meetings of the Board, or whenever requested
thereby, a statement of the financial condition of the Corporation, and shall
exercise and perform such other powers and duties as these By-Laws, the Board or
the President may prescribe. The Treasurer may be required to furnish bond in
such amount as shall be determined by the Board.

     Section 6.10. Assistance Officers. The Board or an Officer duly appointed
by the Board may from time to time designate assistant Officers who shall
exercise and perform such powers and duties as the Officers whom they are
elected to assist shall specify and delegate to them, and such other powers and
duties as these By-Laws, the Board or the President may prescribe. An Assistant
Secretary may, in the absence or disability of the Secretary, attest the
execution of all documents by the Corporation.

     Section 6.11. Delegation of Authority. In case of the absence of any
Officer of the corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate the powers or duties of such Officer to any
other Officer or to any director, for the time being.

     Section 6.12. Salaries. The salaries of the Officers shall be fixed, from
time to time, by the Board of Directors. No Officer shall be prevented from
receiving such salary by reason of the fact he is also a Director of the
Corporation.

                                   ARTICLE 7
                    Negotiable Instruments, Deeds, Contracts,
                        stock and Limitation of Liability

                                       10



     Section 7.01. Execution of Negotiable Instruments. All checks, drafts,
bills of exchange and orders for the payment of money by the Corporation shall,
unless otherwise directed by the Board, or unless otherwise required by law, be
signed by at least one (1) of the following Officers: the President, any
Vice-President, the Secretary or the Treasurer. The Board may, however,
designate any other employee or employees of the Corporation, who may, in the
name of the Corporation, execute checks, drafts, bills of exchange and orders
for the payment of money by the Corporation or in its behalf.

     Section 7.02. Execution of Deeds, Contracts. Etc. All deeds, notes, bonds
and mortgages made by the Corporation and all other written contracts and
agreements, other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party shall be executed in its
name by the President, a Vice-President or by any other Officer so authorized by
the Board, acting by resolution; and the Secretary, when necessary or required,
shall attest the execution thereof.

     Section 7.03. Ordinary Contracts and Agreements. All written contracts and
agreements into which the Corporation enters in the ordinary course of business
operations shall be executed by any Officer or by any other employee of the
Corporation designated by the President to execute such contracts and
agreements.

     Section 7.04. Endorsement of Certificates for Shares. Unless otherwise
directed by the Board, any share or shares issued by any corporation and owned
by the Corporation (including reacquired shares of the Corporation) may, for
sale or transfer, be endorsed in the name of the Corporation by the President or
a Vice-President, and the Secretary, when necessary or required, shall attest
such endorsement.

     Section 7.05. Voting of Shares Owned by Corporation. Unless otherwise
directed by the Board, any share or shares issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholders' meeting
of such other corporation by the President of the Corporation, or in his absence
by a Vice President of the Corporation. Whenever, in the judgment of the
President, it is desirable for the Corporation to execute a proxy or give a
shareholder's consent in respect to any share or shares issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the President or a Vice President of
the Corporation. Any person or persons designated in the manner above stated as
the proxy or proxies of the Corporation shall have full right, power and
authority to vote the share or shares issued by such other corporation and owned
by the Corporation in the same manner as such share or shares might be voted by
the Corporation.

     Section 7.06. Limitation of Liability. The following provisions apply with
respect to liability on the part of a director, a member of any committee or of
another committee appointed by the board (an "Appointed Committee"), Officer,
employee or agent of the Corporation (collectively, "Corporate Persons," and
individually, a "Corporate Person") for any loss or damage suffered on account
of any action taken or omitted to be taken by a Corporate Person.

                                       11



          (a) General Limitation. No Corporate Person shall be liable for any
loss or damage if, in taking or omitting to take any action causing such loss or
damage, either (1) such Corporate Person acted (A) in good faith, (B) with the
care an ordinarily prudent person in a like position would have exercised under
similar circumstances, and (C) in a manner such Corporate Person reasonably
believed was in the best interests of the Corporation, or (2) such Corporate
Person's breach of or failure to act in accordance with the standards of conduct
set forth in Clause (a)(l) above (the "Standards of Conduct") did not constitute
willful misconduct or recklessness.

          (b) Reliance on Corporate Records and Other Information. Any Corporate
Person shall be fully protected, and shall be deemed to have complied with the
Standards of Conduct, in relying in good faith, with respect to any information
contained therein, upon (1) the Corporation's records, or (2) information,
opinions, reports or statements (including financial statements and other
financial data) prepared or presented by (A) one or more other Corporate Persons
whom such Corporate Person reasonably believes to be competent in the matters
presented, (B) legal counsel, public accountants or other persons as to matters
that such Corporate Person reasonably believes are within such person's
professional or expert competence, (C) a committee or an Appointed Committee, of
which such Corporate Person is not a member, if such Corporate Person reasonably
believes such committee or Appointed Committee merits confidence, or (D) the
Board, if such Corporate Person is not a Director and reasonably believes that
the Board merits confidence.

     Section 7.07. Insurance. 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 this Article.

                                   ARTICLE 8
                                   Amendments

     Section 8.01. Amendment of By-Laws. The power to make, alter, amend or
repeal these By-Laws is vested in the Board, but the affirmative vote of a
number of Directors equal to a majority of the number who would constitute a
full Board of Directors at the time of such action shall be necessary to take
any action for the making alteration, amendment or repeal of these By-Laws.

                                       12

EX-3.15

                                                                EXHIBIT NO. 3.15

                            ARTICLES OF INCORPORATION

                                       OF

                             MISSION SUPPLY COMPANY

     The undersigned natural person of the age of eighteen (18) years or more
for the purpose of forming a corporation under the "General Corporation Code of
Kansas," adopts the following Articles of Incorporation.

                                    ARTICLE I

     The name of the corporation is:

                             MISSION SUPPLY COMPANY

                                   ARTICLE II

     The address of the corporation's initial registered office in the State of
Kansas is 10990 Roe Avenue, Overland Park, Johnson County, Kansas 66207; and the
name of said corporation's initial registered agent at such address is Philip B.
Green.

                                   ARTICLE III

     The aggregate number of shares, including all classes of stock, which the
corporation shall have authority to issue is Ten Thousand (10,000) shares, all
of which shall be common stock of $1.00 par value.

                                   ARTICLE IV

     No holder of common shares of this corporation shall be entitled as of
right to subscribe for, purchase, or receive any part of any new or additional
issue of stock of any class, whether now or hereafter authorized, or of any
bonds, debentures, or other securities convertible into stock of any class, and
all such additional shares of stock, bonds, debentures or other securities
convertible into stock may be issued and disposed of by the Board of Directors
to such person or persons and on such terms and for such consideration (so far
as may be permitted by law) as the Board of Directors, in their absolute
discretion, may deem advisable.

                                    ARTICLE V

     The names and places of residence of the incorporator is as follows:

NAME                                       MAILING ADDRESS
- ----                                       ---------------
Philip B. Green                            10990 Roe Avenue
                                           Overland Park, Kansas 66207



                                   ARTICLE VI

     The Board of Directors of the corporation shall consist of four (4)
persons.

                                   ARTICLE VII

     The duration of the corporation is perpetual.

                                  ARTICLE VIII

     The nature of the business and the objects and purposes for which the
corporation is formed is to engage in any lawful act or activity for which
corporation may be organized under the General Corporation Code, including by
way of elaboration and not of limitation, all of the hereinafter mentioned
things, to-wit:

          (1) To buy or otherwise acquire, own, hold, develop, lease, sell,
     operate, or otherwise dispose of and to mortgage or otherwise encumber real
     property and personal property of all kinds, and without limitation
     thereon.

          (2) To borrow money and for such purpose, to execute notes, bonds,
     debentures, or any other form of evidence of indebtedness and to secure the
     payment of the same by mortgage, deed of trust, or other form of
     encumbrance, pledge or other form of hypothecation.

          (3) To purchase, acquire, own, hold, sell, assign, transfer or
     otherwise dispose of, mortgage, pledge or otherwise encumber, shares of
     stock of this corporation or any other corporation.

          (4) To purchase or otherwise acquire, lease, assign, grant, issue,
     pledge, mortgage, or otherwise dispose of, deal in, and make contracts
     regarding licenses, franchises, trade-names, trademarks, concessions,
     inventions, formulae, improvements, processes of any nature whatsoever,
     copyrights and letters patent of the United States or any foreign
     countries, and to accept, grant and revoke licenses or franchises granted
     thereunder.

          (5) To purchase, or otherwise acquire, sell, transfer, mortgage,
     pledge, in any manner dispose of, or deal and trade in, or to manufacture
     or prepare for market, goods, wares, merchandise, materials, supplies,
     foodstuffs, beverages and other personal property of all kinds.

          (6) To acquire the business, good will, rights and property, permits
     and licenses, and the whole or any part of the assets and liabilities of
     any person, firm,

                                      -2-



     association or corporation; to pay for the same in cash or in stocks or
     bonds of this corporation, and to conduct in any lawful manner the whole or
     any part of the business so acquired; and to exercise all powers necessary
     or convenient in and about the conduct and management of such business.

          (7) To acquire by purchase or subscription or in exchange for shares
     of its own stock or otherwise, and to own, hold, hold for investment, deal
     in or with, guarantee, secure the payment and satisfaction of, endorse,
     assign, transfer in trust, pledge, hypothecate, mortgage, or otherwise
     dispose of shares of stock, voting trust certificates for shares of stock,
     bonds, coupons, debentures, debenture stock, notes, trust receipts,
     mortgages, deeds of trust, or any other securities or other obligations or
     evidences of indebtedness of any person, or of any corporation,
     organization, firm or association to aid in any manner or any way, any such
     person, corporation, organization, firm or association whose shares of
     stock, bonds, coupons, debentures, debenture stock, notes, trust receipts,
     mortgages, deeds of trust, or any other securities or other obligations or
     evidences of indebtedness are so held, or in any manner guaranteed by the
     corporation or otherwise, and to do any other acts or things for the
     preservation or protection, improvement or enhancement of the value of any
     such shares of stock, voting trust certificates for shares of stock, bonds,
     coupons, debentures, debenture stock, notes, trust receipts, mortgages,
     deeds of trust, and other securities and obligations and evidences of
     indebtedness or otherwise.

          (8) To draw, make, accept, endorse, discount, guarantee, execute and
     issue promissory notes, bills of exchange, checks, drafts, warrants, bills
     of lading, warehouse receipts, and all kinds of obligations and
     certificates of negotiable or transferable instruments.

          (9) To issue shares of any class of the capital stock, voting trust
     certificates for shares of stock, bonds, coupons, debentures, debenture
     stock, notes, trust receipts, and any other securities and other
     obligations and evidences of indebtedness of the corporation, for cash, for
     labor costs, for property, real or personal, or for leases or rentals
     thereof, or for any combination of any of the foregoing, or in exchange for
     the stock, voting trust certificates for shares of stock, bonds, coupons,
     debentures, debenture stock,

                                      -3-



     notes, trust receipts, or any other securities or other obligations or
     evidences of indebtedness of any person, firm, association, corporation or
     organization.

          (10) To loan money, and to take notes, trust receipts or other
     obligations or evidences of indebtedness therefor either without security
     or secured by debentures, bonds, mortgages, deeds of trust, pledges or
     otherwise.

          (11) To organize or cause to be organized in any state, territory,
     dependency, province or nation, a corporation or corporations for the
     purpose of accomplishing any or all of the objects for which the
     corporation is organized, and to wind up, liquidate, merge, consolidate or
     dissolve any such corporation or corporations or to cause the same to be
     wound up, liquidated, merged, consolidated or dissolved.

          (12) To enter into, make, perform and carry out contracts of every
     kind, for any lawful purpose, with any person, corporation, organization,
     firm or association.

          (13) To procure the prosecution, defense and settlement of actions at
     law or in equity.

          (14) To have one or more offices to carry on any or all of its
     operations and businesses.

          (15) To do any and all things hereinbefore set forth, and, in
     addition, such other acts and things as are necessary convenient or proper
     for, or incidental to, the attainment of the purposes of the corporation,
     or any of them; to carry on any other business which can be conveniently
     carried on in connection with the foregoing; to purchase or otherwise
     acquire and undertake, all or any part of the business, property, and
     liability of any persons or corporations carrying on any kind of business
     which this corporation is authorized to carry on; to enter into
     partnership, joint enterprise, or into any arrangement for sharing profits,
     or otherwise cooperate with any person or corporation carrying on, or about
     to carry on, or any business or transaction capable of being conducted so
     as, directly or indirectly, to benefit this corporation.

          To the end of the foregoing, to have and to exercise all of the powers
     which may be had and exercised by corporations organized under the "General
     Corporation Code of Kansas."

          (16) The foregoing clauses shall be construed both as objects and
     powers; and it is hereby expressly provided that the foregoing enumeration
     of specific powers shall

                                      -4-



     not be held to limit or restrict in any manner the powers of the
     corporation; and it is intended that the purposes, objects and powers
     specified in each of the clauses of this Article VIII of these Articles of
     Incorporation shall, except as otherwise expressly provided, in no way be
     limited to, restricted by reference to, or inference under the terms of any
     other clause of this Article or of any other Article of these Articles of
     Incorporation, but that, except as otherwise expressly provided, each of
     the purposes, objects and powers specified in this Article and eace of the
     Articles of or clauses of these Articles of Incorporation shall be regarded
     as independent purposes, objects and powers.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day
of October, 1980.


                                                           /s/ PHILIP B. GREEN
                                                        ------------------------
                                                        PHILIP B. GREEN

                                      -5-



STATE OF KANSAS   )
                  ) ss.
COUNTY OF JOHNSON )

     On this 27th day of October, 1980, before me, Marie N. McMeans, a Notary
Public, personally appeared Philip B. Green, to me known to be the person
described in and who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.

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


                                                          /s/ MARIE N. MCMEANS
                                                        ------------------------
                                                        Notary Public in and for
                                                        Said County and State

My appointment expires:
         9/1/81

                                      -6-



                     CHANGE OF LOCATION OF REGISTERED OFFICE
                                     AND/OR
                            CHANGE OF RESIDENT AGENT

     We, Lloyd C. Brandt Executive Vice President and Philip B. Green Assistant
Secretary of MISSION SUPPLY COMPANY a corporation organized and existing under
and by virtue of the laws of the State of KANSAS do hereby certify that at a
       Special       meeting of the Board of Directors of said corporation  held
(Regular or Special)

on the 30th Day of March 1981 the following resolution was duly adopted.

     Be it resolved that the Registered Office in the State of Kansas of said
corporation be changed from

  10990 Roe Ave.,       Overland Park       Johnson      Kansas        66207
(Street and Number)     (Town or City)     (County)     (State)     (Zip Code)

the same being of record in the office of the Secretary of State of Kansas to

                                                                                     
First National Bank Building,   c/o The Corporation Company, Inc., Topeka   Shawnee    Kansas      66603
    (Street and Number)                       (Town or City)                (County)   (State)   (Zip Code)



     Be it further resolved that the Resident Agent of said corporation in the
State of Kansas be changed from       Philip B. Green
                                (Individual or Corporation)

  10990 Roe Ave.,       Overland Park       Johnson      Kansas        66207
(Street and Number)     (Town or City)     (County)     (State)     (Zip Code)

the same being of record in the office of the Secretary of State of Kansas to

THE CORPORATION COMPANY, INC.
 (Individual or Corporation)

First National Bank Building       Topeka        Shawnee    Kansas      66603
    (Street and Number)        (Town or City)   (County)   (State)   (Zip Code)

     The President and Secretary are hereby authorized to file and record the
same in the manner as required by law.


                                          /s/ LLOYD C. BRANDT
                                       -----------------------------------------
                                       Lloyd C. Brandt, Executive Vice-President


                                          /s/ PHILIP B. GREEN
                                       -----------------------------------------
                                       Philip B. Green, Asst. Secretary

STATE OF  KANSAS

COUNTY OF JOHNSON  ss.

Be it remembered, that before me, Carol J. Douglas, a Notary Public in and for
                                  (Name of Notary)

the County and State aforesaid, came Lloyd C. Brandt, Executive Vice President
and Philip B. Green Assistant Secretary of MISSION SUPPLY COMPANY a corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as Executive Vice President and Assistant Secretary respectively, and
duly acknowledged the execution of the same this 30th day of March 1981.


                                             /s/ CAROL J. DOUGLAS
                                             ----------------------------------
                                                Notary Public

     My commission or appointment expires April 24, 1981.

     PLEASE NOTE: This form must be filed in duplicate.
                  Address of Resident
                  Agent and Registered Office, as set forth above, must be the
                  same.
                  The statutory fee for filing is $20.00 and must accompany this
                  form.

                  Mail this document, with payment, to:
                  SECRETARY OF STATE
                  Capitol, 2nd Floor
                  Topeka, KS 66612

EX-3.16

                                                                EXHIBIT NO. 3.16

                                     BY-LAWS

                                       OF

                             MISSION SUPPLY COMPANY

                                    ARTICLE I

                                 GENERAL OFFICE

     The general office of this Company shall be 14609 West 106th Street,
Lenexa, Kansas, or at such place or places as may hereinafter be designated by
the Board of Directors.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

     1. Annual Meeting. The annual meeting of the Shareholders of the Company
shall be held at 2:00 p.m. on the second Tuesday in April in each year,
providing that if the first Monday in May shall fall on a holiday, then the
meeting shall be held on the next following Monday. In the event that such
annual meeting is omitted by oversight or otherwise on the date herein provided
for, the Board of Directors shall cause a meeting in lieu thereof to be held as
soon thereafter as conveniently may be, and any business transacted or elections
held at such meeting shall be as valid as if transacted or held at the annual
meeting. Such subsequent meeting shall be called in the same manner as provided
for the annual Shareholders' meeting.

     2. Special Meetings. Special meetings of the Shareholders shall be held
whenever called by the President or by one or more Shareholders who are entitled
to vote and who hold a majority in interest of all the capital stock issued and
outstanding.



     3. Notice and Place of Meetings. Notices of all Shareholders' meetings
stating the time, the place and, in case of a special meeting, the purpose for
which such meeting is called, shall be delivered or given personally or by mail
to each Shareholder not less than ten (10) days nor more than fifty (50) days
prior thereto, by or at the direction of the President, Secretary, officer or
other person calling the meeting. Shareholders' meetings shall be held at such
place, either within or without the State of Kansas, as the Board of Directors,
from time to time, shall have determined.

     4. Waiver of Notice and Consents. Whenever any notice whatever is required
to be given by these By-laws or the Articles of Incorporation of this Company,
or any of the corporation laws of the State of Kansas, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Any action
of the Company which may be taken at a meeting of Shareholders or Directors may
be taken without a meeting if consents in writing, setting forth the action so
taken, shall be signed by all the Shareholders or Directors entitled to vote
thereon. Such consents shall have the same force and effect as a unanimous vote
of the Shareholders or Directors entitled to vote thereon. Such consents shall
have the same force and effect as a unanimous vote of the Shareholders or
Directors at a meeting duly held, and may be stated as such in any certificate
or document filed under the corporation laws of the State of Kansas.

     5. Quorum. At any meeting of the Shareholders, a majority in interest of
all the capital stock issued and outstanding, represented by Shareholders of
record in person or by proxy, shall constitute a quorum; but a less interest may
adjourn any meeting, and the meeting may be held as adjourned without further
notice; provided, however, that

                                       2



Directors shall not be elected at meetings so adjourned. When a quorum is
present at any meeting, a majority in interest of the stock represented thereat
shall decide any question brought before such meetings.

     6. Proxy and Voting. Shareholders of record may vote at any meeting either
in person or by a signed proxy in writing, which shall be filed with the
Secretary before voting. Such proxies shall entitle the holders thereof to vote
at any adjournment meeting, but shall not be valid after the final adjournment
thereof. No proxy shall be valid after the final expiration of eleven (11)
months from the date of its execution unless the Shareholder executing it shall
have specified therein the length of time it is to continue in force, which
shall be for some limited period. Each Shareholder, except as hereinafter
otherwise provided, shall be entitled to one vote for each share of stock held
by him. At all elections of directors of the Company, each Shareholder shall be
entitled to as many votes as shall equal the number of his shares of stock
multiplied by the number of Directors to be elected, and he may cast all of such
votes for a single Director or he may distribute them among the number to be
voted for or any two or more of them, as he may see fit.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     1. Number and Election. A Board of Directors shall be chosen by ballot at
the annual meeting of the Shareholders or at any meeting held in place thereof
as provided by law. The number of Directors of this Company shall be four. Each
Director shall serve until the next annual meeting of the Shareholders and until
his successor is

                                       3



duly elected and qualified. Directors need not be Shareholders in the Company or
citizens or residents of the State of Kansas. Directors shall be of legal age.

     2. Powers. The Board of Directors shall have the entire management of the
business of the Company. In the management and control of the property, business
and affairs of the Company, the Board of Directors is hereby vested with all the
powers possessed by the Company itself, so far as this delegation of authority
is not inconsistent with the laws of the State of Kansas, with the Certificate
of Incorporation of the Company or with these By-laws. The Board of Directors
shall have power to determine what constitutes net earnings, profits, and
surplus, respectively, what amount shall be reserved for working capital and for
any other purpose, and what amount shall be declared as dividends, and such
determination by the Board of Directors shall be final and conclusive.

     3. Meetings. Regular meetings of the Board of Directors shall be held each
year immediately following the annual meeting of the Shareholders, and at such
other times and places as the Board of Directors by vote may determine, and if
so determined, no notice thereof need be given. Special meetings of the Board of
Directors may be held at any time or place whenever called by the President,
notice thereof being given to each Director by the Secretary or by the persons
or an officer calling the meeting, or at any time without formal notice,
provided all the Directors are present, or those not present shall at any time
waive or have waived notice thereof. Notice of special meetings, stating the
time and place thereof, shall be given by mailing the same to each Director at
his residence or business address at least three (3) days before the meeting, or
by delivering the same to him personally, or telegraphing the same to him at his
residence or business

                                       4



address. Such special meeting shall be held at such time and place as the notice
thereof or waiver shall specify. The officers of the Company shall be elected by
the Board of Directors at its regular meeting following its election by the
Shareholders, and a meeting may be held without notice for this purpose
immediately after the annual meeting of the Shareholders and at the same place.

                                   ARTICLE IV

                                    OFFICERS

     1. Number and Election. The officers of this Company shall consist of a
President, an Executive Vice President, a Secretary and a Treasurer, and such
other officers as the Board of Directors shall, from time to time, deem
necessary and appoint. All officers shall be elected by a majority of the Board
of Directors voting by written ballot.

     Any two officers, except those of President and Secretary, may be held by
one and the same person at the same time.

     2. President. It shall be the duty of the President to manage, conduct and
control the business of the Company, subject only to the direction of the Board
of Directors. The President shall perform all the duties commonly incident to
his office and shall perform such other duties as the Board of Directors may
designate.

     3. Executive Vice President. It shall be the duty of the Executive Vice
President to perform the duties of the President in his absence, sickness or
inability to act. The Executive Vice President shall perform such duties as the
President may designate.

                                       5



     4. Secretary. It shall be the duty of the Secretary to keep the minutes of
the meetings of the Shareholders and of the Board of Directors and to perform
such other duties as the Board of Directors may designate.

     5. Treasurer. It shall be the duty of the Treasurer to have the charge of
and preserve all moneys, bills, notes and assets of the Company, and to perform
 such other duties as the Board of Directors may designate.

                                    ARTICLE V

                            RESIGNATIONS AND REMOVALS

     Any Director or officer of the Company may resign at any time by giving
written notice to the Company, to the Board of Directors or to the President or
to the Secretary of the Company. Any such resignation shall take effect at the
time specified therein, or, if the time be not specified therein, upon its
acceptance by the Board of Directors.

     The Shareholders, at any meeting called for that purpose, by vote of a
majority of the stock issued and outstanding, may remove from office any
Director or other officer elected or appointed by the Shareholders or Board of
Directors, and elect or appoint his successor. The Board of Directors, by vote
of not less than a majority of the entire Board, may remove from office any
officer or agent elected or appointed by it.

                                   ARTICLE VI

                                    VACANCIES

     If the office of any Director, or officer or agent, becomes vacant by
reason of death, resignation, removal, disqualification, or otherwise, the
Directors or remaining Directors as the case may be, may by vote of a majority
choose a successor or successors who shall hold office for the unexpired term.
Vacancies in the Board of Directors may be

                                       6



filled for the unexpired term by the Shareholders at a meeting called for that
purpose, unless such vacancy shall have been filled by the Board of Directors.
Vacancies resulting from an increase in the number of Directors may be filled in
the same manner.

                                   ARTICLE VII

                                TRANSFER OF STOCK

     The stock of this Company shall be transferred only on the books of the
Company, and any transfer of stock shall be subject to the lien of the Company
thereon for any indebtedness due the Company from the holder.

                                  ARTICLE VIII

                                   AMENDMENTS

     The By-laws of the Company may be amended, added to or repealed by vote of
the holders of a majority of the issued and outstanding capital stock of this
Company, at any meeting of the Shareholders, provided notice of the proposed
change is given in the notice of meeting, or notice thereof is waived in
writing.

                                   ARTICLE IX

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company shall indemnify each person (and the heirs and legal
representatives of such person) who is or was a Director or officer of the
Company, or of any other corporation which he served in any capacity at the
request of the Company, against any and all liability and resulting from any
claim, action, suit or proceeding (whether brought by or in the right of the
Company or such other corporation or otherwise), civil, criminal, administrative
or investigative, or threat thereof, or in connection with an appeal relating
thereto, in which he may become involved, as a party

                                       7



or otherwise, by reason of his being or having been such Director or officer, or
by reason of any past or future action or omission or alleged action or omission
(including those antedating the adoption of this By-law) by him in such
capacity, whether or not he continues to be such at the time such liability or
expense is incurred; provided such person acted in good faith, in what he
reasonably believed to be the best interest of the Company or such other
corporation, as the case may be, and, in addition, with respect to any criminal
action or proceeding had no reasonable cause to believe that his conduct was
unlawful. As used in this Article, the terms "liability" and "expense" shall
include, but not be limited to, counsel fees and disbursements and amounts paid
in settlement by or on behalf of a Director or officer. The termination of any
claim, action, suit or proceeding by judgment, settlement (whether with or
without court approval) or conviction, or upon a plea of guilty or of nolo c
ontendere, or its equivalent, shall not create a presumption that a Director or
officer did not meet the standards set forth above. Any such Director or officer
referred to in this Article who has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit or proceeding, shall be
entitled to indemnification as of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made at the discretion of the
Company, but only if (1) the Board of Directors, acting by a quorum consisting
of Directors who are not involved in or have been wholly successful with respect
to such claim, action, suit or proceeding, or if there be no such quorum, if (2)
independent legal counsel (who may be a regular counsel of the Company), or
other disinterested person or persons, in either case selected by the Board of
Directors, shall find that the Director or officer has met the standard of
conduct set forth above. Expenses incurred with respect to any such claim,

                                       8



action, suit or proceeding may be advanced by the Company prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless he is entitled to indemnification under
this Article. The rights of indemnification provided in this Article shall be in
addition to any rights to which any person concerned may otherwise be entitled
by contract, United States statute or any State statute, or as a matter of law,
and irrespective of the provisions of this Article, the Board of Directors may,
at any time and from time to time approve indemnification of Directors, officers
or employees to the full extent permitted by the provisions of the laws of the
State of Kansas at the time in effect, whether on account of past or future
transactions.

                                       9

EX-3.17

                                                                EXHIBIT NO. 3.17

     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

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

EX-3.18

                                                                EXHIBIT NO. 3.18

                           YELLOW FREIGHT SYSTEM, INC.

                                     BYLAWS

            (Incorporating all amendments through February 27, 1995)

                                    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 at such location, on such
date, and at such 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, the President, a majority of the Board of Directors or by not less than
25 percent of the stockholders in amounts of shares outstanding and entitled to
vote by filing with the Secretary a written request for such meeting, and shall
be held at such location, on such date, and at such time as the Board of
Directors 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 fifty 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 Indiana Business Corporation Law or the Articles 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 than fourteen days after the
date for which the meeting was originally noticed, 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.

Section 5. Organization

     The Chairman of the Board or, in his absence, the President, shall call to
order any meeting of the stockholders and act as chairman of the meeting and the
Secretary or

                                       2



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.

Section 6. Conduct of Business

     The Chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

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 Articles of Incorporation or
these Bylaws.

     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 Articles of Incorporation
or these Bylaws, all other matters shall be determined by a majority of the
votes cast.

                                        3



Section 8. 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 and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the metropolitan
area where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

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

                                   ARTICLE II
                               BOARD OF DIRECTORS

Section 1. Number and Term of Office

     The Board of Directors shall consist of not less than three nor more than
twelve persons. The exact number of directors within the above limitations shall
be fixed from time to time by the Board of Directors by resolution adopted by a
majority of the entire Board. 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.

                                       4



     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.

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. Removals

     A director may be removed with or without cause by a majority vote of the
stockholders entitled to vote for the election of directors.

Section 4. Regular Meetings

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, 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.

                                       5



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 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.

                                       6



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 Articles of Incorporation
or these Bylaws. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.

Section 9. Powers

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

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

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

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

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

                                       7



     5. To confer upon any officer of the Corporation elected by the Board of
Directors 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.

                                   ARTICLE III
                                   COMMITTEES

Section 1. Committees of the Board of Directors

     The Board of Directors, by resolution adopted by a majority of the actual
number of directors elected and qualified, may from time to time elect
committees of the Board,

                                       8



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.

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 meetings;
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 matters shall be determined by a majority vote of the members
present. Action 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 President and a
Secretary. The Board of Directors may elect such additional officers as it deems
necessary, including a Chief Executive Officer, a Treasurer, vice presidents,
assistant secretaries and assistant treasurers. Officers shall be elected by the
Board of Directors, which shall consider that

                                       9



subject at its first meeting after every annual meeting of stockholders. The
President or the Chief Executive Officer may appoint one or more officers or
assistant officers as he may deem necessary or advisable. Each such appointed
officer shall hold office until the next meeting of the Board of Directors at
which the election of officers is considered. 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, except that the
duties of the President and Secretary shall not be performed by the same person.

Section 2. Chief Executive Officer

     If the Board of Directors elects a Chief Executive Officer, he 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,
subject to the control and direction of the Board of Directors.

Section 3. President

     If the Board of Directors does not elect a Chief Executive Officer, then
the President shall exercise the responsibilities of the Chief Executive Officer
set out in Section 2, above. If the Board of Directors elects a Chief Executive
Officer who is not the President, the President shall act in the place of the
Chef 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,

                                       10



inability or refusal to act of the President, the officer designated by the
Board of Directors shall perform the duties and exercise the powers of the
President.

Section 4. Vice Presidents

     Each vice president shall perform such duties as the Chief Executive
Officer, the President or 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 the 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.

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. The Secretary shall perform
such other duties as may be assigned him by the Chief Executive Officer, the
President or the Board of Directors.

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.

                                       11



Section 8. Removal

     Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors. The Chief Executive Officer and the President
may each remove any officer appointed by him, at any time, with or without
cause.

Section 9. Action with Respect to Securities of Other Corporations

     Unless otherwise directed by the Board of Directors, the President 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 of the corporation or is or was serving at
the request of the corporation as a director, officer, 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 or in any other capacity while serving as a
director,

                                       12



officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Indiana Business 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 rights than said law permitted the corporation
to provide prior to such amendment) against all expenses, liability and loss
(including attorneys' 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, and further provided, that any director, officer,
employee or agent serving as a trustee or other fiduciary of a collectively
bargained benefit plan shall be deemed not to be serving at the request of the
Corporation and shall not have any right to indemnification under this Article,
unless such person has been requested to serve in a writing signed by both a
senior officer and the President of the Corporation. 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 if:

                                       13



          (1) he furnishes the corporation with a written affirmation of his
good faith belief that he has met the standard of conduct described in Section
23-1-37-8 of the Indiana Business Corporation Law;

          (2) he furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and

          (3) a determination is made that the facts then known to those making
the determination would not preclude indemnification under Chapter 37 of the
Indiana Business Corporation Law.

     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 l(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 l(a), if the Board of
Directors determines that it is in the best interests of the corporation 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

                                       14



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 Indiana Business
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 Indiana Business 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.

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 Articles of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 4. Insurance

     The corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of

                                       15



the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by the individual in that capacity or arising from the individual's
status as a director, officer, employee, or agent, whether or not the
corporation would have power to indemnify the individual against the same
liability under the Indiana Business 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. Certificates of Stock

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a vice president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all of the signatures on
the certificate may be facsimile.

Section 2. Transfers of Stock

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 6 of Article VI of these
Bylaws, an outstanding certificate for the number of

                                       16



shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

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
specified person, by the person appearing by the certificate to 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 well, assign or
transfer the same or the shares represented thereby, signed by the person
appearing by the certificate 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.

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.

                                       17



Section 5. Record Date

     The Board of Directors may fix a record date, which shall not be more than
fifty nor less than then days before the date of any meeting of stockholders,
nor more than fifty 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 or 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.

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.

                                  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

                                       18



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 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 in such
stockholder, director, officer, or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.

                                  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.

                                       19

EX-3.19

                                                                EXHIBIT NO. 3.19

                            CERTIFICATE OF FORMATION
                                       OF
                            TRANSPORTATION.COM, LLC

          The undersigned, for the purpose of forming a limited liability
company pursuant to Section 18-201 of the Limited Liability Company Act of the
State of Delaware ("LLCA") and in accordance with Section 18-206 of the LLCA,
does hereby certify the following:

          FIRST: The name of the limited liability company is:
Transportation.com, LLC.

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

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Transportation.com, LLC this 26th day of April, 2000.


                                             /s/ MEGAN E. GULA
                                             -----------------------------------
                                             Name: Megan E. Gula
                                             Title: Authorized Person

                                      -1-



                            CERTIFICATE OF AMENDMENT

1.   The name of the limited liability company is Transportation.com, LLC.

2.   The Certificate of Formation of the limited liability company is hereby
     amended as follows:

          Article First of the Certificate of Formation of Transportation.com,
          LLC should be changed to read as follows:

     "The name of the limited liability company is: Meridian IQ, LLC."

3.   The Certificate of Amendment shall be effective as of the filing date.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Transportation.com, LLC this 17th day of December, 2001.


                                             /s/ WILLIAM F. MARTIN, JR.
                                             -----------------------------------
                                             William F. Martin, Jr.
                                             Secretary

                                      -2-

EX-3.20

                                                                EXHIBIT NO. 3.20

                              AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                MERIDIAN IQ, LLC

     This Amended and Restated Limited Liability Company Agreement (this
"Agreement") of Meridian IQ, LLC, is entered into by Yellow Dot Com Subsidiary,
Inc, a Delaware corporation ("Yellow"), pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 Del.C. (S) 18-101, et seq.) (the
"Act"), for the regulation and management of the Company.

          1. Name. The name of the limited liability company is Meridian IQ, 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") or Change of
Registered Office and/or Registered Agent 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 Dot Com Subsidiary, Inc.
          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

                                      -1-



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, (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 Managers of the Company shall be Daniel J. Churay and James Ritchie. 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 or the Managers
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

                                      -2-



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 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

                                      -3-



          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 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. 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 August 4, 2003.

                                      YELLOW DOT COM SUBSIDIARY, INC.


                                      By:    /s/ DANIEL J. CHURAY
                                         ---------------------------------------
                                      Name:  Daniel J. Churay
                                      Title: Vice President

                                       -5-

EX-3.21

                                                                EXHIBIT NO. 3.21

                            CERTIFICATE OF FORMATION
                                       OF
                               YELLOW GLOBAL, LLC

          The undersigned, for the purpose of forming a limited liability
company pursuant to Section 18-201 of the Limited Liability Company Act of the
State of Delaware (the "LLCA") and in accordance with Section 18-206 of the
LLCA, does hereby certify the following:

          FIRST: The name of the limited liability company is: Yellow Global,
LLC

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

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Yellow Global, LLC this 19th day of March, 2001.

                                   YELLOW GLOBAL, LLC


                                   By: /s/ WILLIAM F. MARTIN, JR.
                                       -----------------------------------------
                                   Name: William F. Martin, Jr.
                                   Title: Secretary
                                          An authorized person

                                       -1-



                            CERTIFICATE OF AMENDMENT
                                       OF
                               YELLOW GLOBAL, LLC

1.   The name of the limited liability company is Yellow Global, 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 Yellow GPS, LLC."

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Yellow Global, LLC this 21st day of August, 2003.


                                   By: /s/ MICHELLE A. RUSSELL
                                       -----------------------------------------
                                   Name: Michelle A. Russell
                                   Title: Vice President and Authorized Person

                                       -2-

EX-3.22

                                                                EXHIBIT NO. 3.22

                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                               YELLOW GLOBAL, LLC

     This Amended and Restated Limited Liability Company Agreement (this
"Agreement") of Yellow Global, LLC, is entered into by Meridian IQ, LLC, a
Delaware limited liability company ("Meridian"), pursuant to and in accordance
with the Delaware Limited Liability Company Act (6 Del.C. (S) 18-101, et seq.)
(the "Act"), for the regulation and management of the Company.

          1. Name. The name of the limited liability company is Yellow Global,
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") or Change of
Registered Office and/or Registered Agent 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 Meridian, 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:

          Meridian IQ, LLC
          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

                                      -1-



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, (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 Managers of the Company shall be Daniel J. Churay and James Ritchie. 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 or the Managers
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

                                      -2-



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 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

                                      -3-



          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 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. 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 August 4, 2003.

                                             MERIDIAN IQ, LLC


                                             By:    /c/ DANIEL J. CHURAY
                                                 -------------------------------
                                             Name:  Daniel J. Churay
                                             Title: Vice President and Secretary

                                      -5-

EX-5.1

                                                                     Exhibit 5.1

                           Fulbright & Jaworski l.l.p.
                   A Registered Limited Liability Partnership
                            1301 McKinney, Suite 5100
                            Houston, Texas 77010-3095
                                www.fulbright.com

telephone:  (713) 651-5151                           facsimile:   (713) 651-5246

October 21, 2003

Yellow Corporation
10990 Roe Avenue
Overland Park, Kansas 66211

Ladies and Gentlemen:

     We have acted as counsel to Yellow 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 $250,000,000 principal
amount of the Registrant's 5.0% Contingent Convertible Senior Notes due 2023
(the "Notes"), the guarantees of the Guarantors with respect to the Notes (the
"Guarantees") and 6,371,050 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 August 8,
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,




  Austin o Dallas o Hong Kong o Houston o London o Los Angeles o Minneapolis o
                Munich o New York o San Antonio o Washington DC


Yellow Corporation
October 21, 2003
Page 2

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

                                                         Jurisdiction of
           Name of Subsidiary                             Incorporation
           ------------------                            ---------------

       Yellow Transportation, Inc. ................         Indiana
       Yellow Technologies, Inc. ..................         Delaware
       Mission Supply Company .....................          Kansas
       Yellow Redevelopment Corporation ...........         Missouri
       Yellow Relocation Services, Inc. ...........          Kansas
       Yellow Dot Com Subsidiary, Inc. ............         Delaware
       MegaSys, Inc. ..............................          Indiana
       Meridian IQ, LLC ...........................         Delaware
       Yellow GPS, LLC ............................         Delaware
       Globe.com Lines, Inc. ......................         Delaware

EX-12.1

Exhibit 12.1

The following illustrates the computation of the historical ratio of earnings to fixed charges:

	FISCAL YEAR ENDED DECEMBER 31,															SIX MONTHS ENDED JUNE 30, 2003
	1998			1999			2000			2001			2002
Fixed Charges :
Interest on debt and capitalized leases	$	2,476		$	5,852		$	9,873		$	7,926		$	6,706		$	4,766
Amortization of debt discount and expense		300			414			572			1,159			1,945			1,285
Interest element of rentals *		2,101			3,698			3,572			3,698			3,484			1,917
Investee’s fixed charges		—			—			241			487			—			—
Total Fixed Charges	$	4,877		$	9,964		$	14,258		$	13,270		$	12,135		$	7,968
Earnings :
Net income (loss)	$	(28,669	)	$	50,915		$	68,018		$	15,301		$	(93,902	)	$	23,986
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			15,271
Loss on equity method investment		—			—			3,329			5,741			—			—
Fixed charges less interest capitalized		4,868			9,944			14,244			13,065			12,135			7,968
Total Earnings	$	60,261		$	77,094		$	122,700		$	36,165		$	49,721		$	47,225
Ratio of Earnings to Fixed Charges		12.4			7.7			8.6			2.7			4.1			5.9

* We determined the interest component of rent expense to be 10%.

EX-23.1

                                                                    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 notes 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 on 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
October 21, 2003

EX-23.2

                                                                    Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 22, 2003, with respect to the consolidated
financial statements and schedule of Roadway Corporation incorporated by
reference in the Registration Statement (Form S-3) of Yellow Corporation for the
registration of its 5.0% Contingent Convertible Senior Notes due 2023, the
guarantees related thereto and 6,371,050 shares of its common stock into which
the notes are convertible.

                                                  Ernst & Young LLP

Akron, Ohio
October 21, 2003

EX-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                    (I.R.S. Employer
organization if not a U.S. national bank)                Identification no.)

60 WALL STREET
NEW YORK, NEW YORK                                            10005
(Address of principal                                         (Zip Code)
executive offices)

                      Deutsche Bank Trust Company Americas
                      Attention: Will Christoph
                      Legal Department
                      1301 6/th/ Avenue, 8/th/ Floor
                      New York, New York 10019
                      (212) 469-0378
            (Name, address and telephone number of agent for service)

                                   ----------

                               Yellow Corporation
             (Exact name of Registrant as specified in its charter)

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

                           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)

                5.0% 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.

                                      -2-



          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 June 30, 2003. Copy
                       attached.

          Exhibit 8 -  Not Applicable.

          Exhibit 9 -  Not Applicable.


                                      -3-



                                    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 15/th/day of October, 2003.

                                        DEUTSCHE BANK TRUST COMPANY AMERICAS


                                             By:  /s/ Annie Jaghatspanyan
                                                  ------------------------------
                                                     Annie Jaghatspanyan
                                                     Associate


                                      -4-



                               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
                                       OF
                              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
                                       OF
                                  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
                                       of
                              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 50/th/ Street,      33 Wall Street,
                     Manhattan, New York City   Manhattan, New York City

James G. Cannon     72 East 54/th/ Street,     14 Nassau Street,
                     Manhattan New York City    Manhattan, New York City

E. C. Converse      3 East 78/th/ Street,      139 Broadway,
                     Manhattan, New York City   Manhattan, New York City

Henry P. Davison    Englewood,                 2 Wall Street,



                     New Jersey                 Manhattan, New York City

Granville W. Garth  160 West 57/th/ Street,    33 Wall Street
                     Manhattan, New York City   Manhattan, New York City

A. Barton Hepburn   205 West 57/th/ Street     83 Cedar Street
                     Manhattan, New York City   Manhattan, New York City

William Logan       Montclair,                 13 Nassau Street
                     New Jersey                 Manhattan, New York City

George W. Perkins   Riverdale,                 23 Wall Street,
                     New York                   Manhattan, New York City

William H. Porter   56 East 67/th/ Street      270 Broadway,
                     Manhattan, New York City   Manhattan, New York City

John F. Thompson    Newark,                    143 Liberty Street,
                     New Jersey                 Manhattan, New York City

Albert H. Wiggin    42 West 49/th/ Street,     214 Broadway,
                     Manhattan, New York City   Manhattan, New York City

Samuel Woolverton   Mount Vernon,              34 Wall Street,
                     New York                   Manhattan, New York City

Edward F.C. Young   85 Glenwood Avenue,        1 Exchange Place,
                     Jersey City, New Jersey    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.
                                        ----------------------------------------
                                                   James T. Byrne, Jr.
                                        Managing Director and Secretary


                                                   Lea Lahtinen
                                        ----------------------------------------
                                                   Lea Lahtinen



                                        Vice President and Assistant Secretary


                                                   Lea Lahtinen
                                        ----------------------------------------
                                                   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
                                        ----------------------------------------
                                                   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.
                                        ----------------------------------------
                                                 James T. Byrne, Jr.
                                            Managing Director and Secretary


                                                     Lea Lahtinen
                                        ----------------------------------------
                                                     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
                                        ----------------------------------------
                                                     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.

     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, 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."

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.
                                        ----------------------------------------
                                                  James T. Byrne, Jr.
                                            Managing Director and Secretary


                                                    Lea Lahtinen
                                        ----------------------------------------
                                                    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
                                        ----------------------------------------
                                                    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

                                       OF

                              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     )

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 therein contained are true.


                                        /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



                                       -1-

                                                                       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



                                       -2-

          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



                                       -3-

          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



                                       -4-

          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



                                      -5-

          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



                                      -6-

                      DEUTSCHE BANK TRUST COMPANY AMERICAS


                                     BY-LAWS

                                 APRIL 15, 2002


                      Deutsche Bank Trust Company Americas

                                    New York



                                       -7-

                                     BY-LAWS

                                       of

                      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.



                                       -8-

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



                                       -9-

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.



                                      -10-

                                   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



                                      -11-

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.



                                      -12-

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



                                      -13-

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.



                                      -14-

                                   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 Jaghastpanyan, 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: October 15, 2003



                                      -15-

DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------                                   RC-1
Legal Title of Bank
NEW YORK                                                                12
- -----------------------------------
City
NY                          10019
- -----------------------------------
State                       Zip Code

FDIC Certificate Number - 00623

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 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           2,309,000  1.a.
       b. Interest-bearing balances (2) ....................................                  0071             285,000  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              90,000  2.b.
3.  Federal funds sold and securities purchased under agreements to resell..                  RCON                      3.
       a. Federal funds sold in domestic offices ...........................                  B987           1,119,000  3.a
                                                                                              RCFD
       b. Securities purchased under agreements to resell (3) ..............                  B989           8,540,000  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   9,687,000  //////////////////        4.b.
       c. LESS:   Allowance for loan and lease losses ......................3123     425,000  //////////////////        4.c.
       d. Loans and leases, net of unearned income and                                        //////////////////
          allowance (item 4.b minus 4.c) ...................................                  B529           9,262,000  4.d.
5.  Trading Assets (from schedule RC-D)  ...................................                  3545          13,972,000  5.
6.  Premises and fixed assets (including capitalized leases) ...............                  2145             289,000  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           2,989,000  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              28,000  10.b
11. Other assets (from Schedule RC-F) ......................................                  2160           2,451,000  11.
12. Total assets (sum of items 1 through 11) ...............................                  2170          41,394,000  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.



                                      -16-

DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------                                   RC-2
Legal Title of Bank

FDIC Certificate Number  -  00623                                      13

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  9 ,858,000  13.a.
         (1)  Noninterest-bearing(1) .......................................RCON 6631  3,234,000  /////////////////////  13.a.(1)
         (2)  Interest-bearing .............................................RCON 6636  6,624,000  /////////////////////  13.a.(2)
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E          ////////////////////
         part II)                                                                                 RCFN 2200  10,877,000  13.b.
         (1)  Noninterest-bearing ..........................................RCFN 6631  2,092,000  /////////////////////  13.b.(1)
         (2)  Interest-bearing .............................................RCFN 6636  8,785,000  /////////////////////  13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase:                   RCON
    a. Federal Funds purchased in domestic offices (2) .....................                      B993        9,397,000  14.a
                                                                                                  RCFD
    b. Securities sold under agreements to repurchase (3) ..................                      8995                0  14.b
15. Trading liabilities (from Schedule RC-D)................................                      RCFD 3548   1,479,000  15.
16. Other borrowed money (includes mortgage indebtedness and obligations under
     capitalized leases):                                                                         ///////////////
    Schedule RC-M):                                                                               RCFD 3190     109,000  16.
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     225,000  19.
20. Other liabilities (from Schedule RC-G) .................................                      RCFD 2930   1,779,000  20.
21. Total liabilities (sum of items 13 through 20) .........................                      RCFD 2948  33,724,000  21.
22. Minority interest in consolidated subsidiaries                                                RCFD 3000     631,000  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   2,835,000  26.a.
    b. Accumulated other comprehensive Income (3) ..........................                      RCFD B530      (7,000) 26.b.
27. Other equity capital components (4) ....................................                      RCFD A130           0  27.
28. Total equity capital (sum of items 23 through 27) ......................                      RCFD 3210   7,039,000  28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)        RCFD 3300  41,394,000  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             Number
       best describes the most comprehensive level of auditing work performed         ------------------
       for the bank by independent external auditors as of any date during 2002 ......RCFD  6724   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.