FILED BY YELLOW CORPORATION
                           PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                      AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b)
                                          OF THE SECURITIES EXCHANGE ACT OF 1934

                                             SUBJECT COMPANY: YELLOW CORPORATION
                                                    COMMISSION FILE NO.: 0-12255

                                            SUBJECT COMPANY: ROADWAY CORPORATION
                                                  COMMISSION FILE NO.: 000-32821

FORWARD-LOOKING STATEMENTS

Certain statements made herein (and oral statements made regarding the subjects
of this filing, including in the transcripts contained herein) contain
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 filing regarding 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 the parties' expectations
regarding these matters. Actual results could differ materially from these
expectations depending on 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, prior contractual commitments of the combined companies and their
ability to terminate these commitments or amend, renegotiate or settle the same,
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, any unforeseen merger or acquisition opportunities that
could affect capital needs, the costs incurred in implementing synergies and the
factors that generally affect both Yellow's and Roadway's respective businesses
as further outlined in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in each of the companies' respective Annual
Reports on Form 10-K for the year ended December 31, 2002. Yellow's plans
regarding the maintenance of the separate Yellow and Roadway brands and
networks, the continuation of the Roadway headquarters as a major operational
center, the focus on administrative and back office synergies and workforce
rationalizations are only its current plans and intentions regarding these
matters. Actual actions that the combined company may take may differ from time
to time as the combined company may deem necessary or advisable in the best
interest of the combined company and its shareholders to attempt to achieve the
successful integration of the companies, the synergies needed to make the
transaction a financial success and to react to the economy and the combined
company's market for its transportation services.


ADDITIONAL INFORMATION

Yellow and Roadway will file a proxy statement/prospectus and other relevant
documents concerning the proposed merger transaction with the SEC. Investors are
urged to read the proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Yellow free of charge by requesting them in
writing from Yellow or by telephone at (913) 696-6100. You may obtain documents
filed with the SEC by Roadway free of charge by requesting them in writing from
Roadway or by telephone at (330) 384-1717. Yellow and Roadway, and their
respective directors and executive officers, may be deemed to be participants in
the solicitation of proxies from the stockholders of Yellow and Roadway in
connection with the merger. Information about the directors and executive
officers of Yellow and their ownership of Yellow stock is set forth in the proxy
statement for Yellow's 2003 Annual Meetings of Stockholders. Information about
the directors and executive officers of Roadway and their ownership of Roadway
stock is set forth in the proxy statement for Roadway's 2003 Annual Meeting of
Stockholders. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus when it
becomes available.

The following documents are filed herewith pursuant to Rule 425 under the
Securities Act of 1933:

o    Letter, dated July 8, 2003, to employees of Yellow and Roadway regarding
     announcement of the business combination.

o    Letter, dated July 8, 2003, to customers of Yellow and Roadway regarding
     announcement of the business combination.

o    Frequently Asked Questions posted on Yellow's and Roadway's web sites
     regarding the business combination.

o    Transcript of analyst conference call, which was webcast on July 8, 2003,
     with certain members of management of Yellow and Roadway discussing the
     business combination.

o    Transcript of video interview of Bill Zollars and Jim Staley provided to
     employees of Yellow and Roadway on July 9, 2003.


                                      ***

MASTER EMPLOYEE LETTER

July 8, 2003

To All Yellow and Roadway Employees:

Today we have announced a very significant development that affects the future
of both our companies and builds on our shared heritage as leaders in the
transportation industry: Yellow will be acquiring Roadway, creating a combined
company called Yellow-Roadway Corporation. The name symbolizes a partnership
that will benefit customers, shareholders, and employees.

Here are the key facts that you should know:

INVESTING IN AND BUILDING THE BRANDS OF BOTH BUSINESSES
Central to this transaction is the fact that we will invest in and build the
powerful brands of both our businesses. Over the years, both Yellow and Roadway
have developed portfolios of some of the strongest and most widely-recognized
brands in the industry: Yellow Corporation includes Yellow Transportation and
Meridian IQ, and Roadway Corporation encompasses Roadway Express, New Penn Motor
Express and Reimer Express Lines. We are committed to growing and expanding all
of the brands of our combined company as we move forward.

OVERLAND PARK AND AKRON
While Overland Park, Kansas will be the location of our combined company's
headquarters, the Roadway headquarters facility in Akron, Ohio will remain a
major center of operations.

BENEFITS FOR CUSTOMERS
The customer relationships that both Yellow and Roadway have developed over the
years are key to our continuing success, and should be continued without
changes. We will continue to serve customers according to our usual standards of
excellence, and under the same terms and conditions. As we move forward, we will
be implementing best practices, adopting the best technologies and continually
enhancing the value we can bring to our customers in multiple ways.

MINIMAL EMPLOYEE DISPLACEMENT AMONG FIELD SALES & OPERATIONS
We expect minimal employee displacement among Field Sales & Operations people at
either company. Synergy teams will be looking primarily at reducing
administrative costs and identifying duplicative areas within our two
organizations.

You should know that workforce decisions will be made based on best practices
and expertise, irrespective of company affiliation of our employees, who will
become part of a larger enterprise that is well positioned for profitable
growth, with a stable work environment and avenues for job growth.

A SHARED TEAMSTER HERITAGE
Both Yellow and Roadway have a shared tradition as Teamster companies, and both
companies are committed to continuing this tradition. We are proud of the
cooperative relations we have with the Teamsters, and we appreciate the union's
support as we move ahead in this transaction.







MASTER EMPLOYEE LETTER

A VICTORY FOR ALL OF US
Importantly, all of this means that this transaction is not about winners or
losers. We are uniting two strong companies with shared values and common goals
to create an even stronger business, strengthening our position in the
competitive domestic and global transportation market.

The long-term success that we have positioned for ourselves, working together,
is a reflection of the critical strengths that each side has brought to this
combination. And that makes this transaction a victory for all employees, Yellow
and Roadway, union and non-union.

NEXT STEPS:  A COMMITMENT TO CONTINUING COMMUNICATIONS WITH YOU
As we move through the next several months, we will be communicating regularly
with you regarding our progress. Our next steps will be to file a registration
and proxy statement with the Securities and Exchange Commission, seek regulatory
approvals from government agencies and hold shareholder votes for both companies
to approve the transaction. Importantly, please keep in mind that no changes
will take place until the transaction closes.

We know that you will have many questions and we will do our best to answer them
over the coming days and weeks. Both management teams of Yellow and Roadway are
looking forward to working closely together to engineer a smooth transition.
Most importantly, we remain focused on continuing to serve our customers and
building value for shareholders as we advance together. We have the right
strategy, the right partner, and the right brands at the right time. Thank you
for your support, dedication and hard work. Our success has been based on your
achievements.

Sincerely,



Bill Zollars                        Jim Staley


MASTER CUSTOMER LETTER

To Our Valued Customers:

We're very pleased to tell you about an exciting new development for the
customers of Yellow Corporation and Roadway Corporation: On July 8th, 2003,
Yellow and Roadway announced that we will be combining as one company, to be
known as Yellow-Roadway Corporation. The transaction is expected to close by the
end of this year.

We realize that you may have questions, and we wanted to take this opportunity
to answer as many of them as possible by stressing the following key facts:

-    WE WILL CONTINUE TO INVEST IN AND BUILD THE BRANDS OF BOTH BUSINESSES. The
     combination of Yellow and Roadway brings together two strong companies
     which both possess portfolios of the most widely-recognized brands in the
     industry: Yellow Corporation includes Yellow Transportation and Meridian
     IQ, and Roadway Corporation encompasses Roadway Express, New Penn Motor
     Express and Reimer Express Lines. We are committed to growing and expanding
     all of the brands of our combined company as we move forward.

-    THERE WILL BE NO CHANGES IN CUSTOMER SERVICE OR INTERFACE. We will continue
     to serve you according to our usual standards of excellence, and under the
     same terms and conditions. It is business as usual at Yellow and Roadway,
     and you should continue to work with your usual Yellow or Roadway contact.

-    GOING FORWARD, CHANGES THAT WILL TAKE PLACE WILL BE POSITIVE FOR OUR
     CUSTOMERS. As we move forward, we will be implementing best practices,
     adopting the best technologies and continually enhancing the value we bring
     to our customers in multiple ways.

In short, we have a continuing commitment to superior customer service. Although
the scale and scope of our business has increased, our focus on providing you
with the highest levels of service remains unchanged.

If you have any questions or would like further information about the
combination of our companies, please go to www.yellow.com/yellow-roadway, or
www.roadwaycorp.com/yellow-roadway. You should also feel free to contact your
usual Yellow or Roadway representative.

Sincerely,




[Name]

                                      FAQS

1.)  WHAT ARE THE DETAILS OF THIS TRANSACTION? HOW IS THIS TRANSACTION
     STRUCTURED?

     Yellow Corporation and Roadway Corporation, two of the most widely
     recognized brand names in the transportation industry, today announced they
     have entered into a definitive agreement under which Yellow Corporation
     will acquire Roadway Corporation for approximately $966 million, or $48 per
     share (based on a fixed exchange ratio and a 60-day average price per share
     of $24.95 for Yellow common stock in a half cash, half stock transaction).
     This represents a 49 percent premium for Roadway shares based on the 60-day
     average closing price of Roadway stock. Yellow Corporation will also assume
     an expected $140 million in net Roadway indebtedness, bringing the
     enterprise value of the acquisition to approximately $1.1 billion.

2.)  WHAT IS THE STRATEGIC RATIONALE FOR THIS TRANSACTION? WHY IS THIS A GOOD
     TRANSACTION FOR YELLOW? WHY IS THIS GOOD FOR ROADWAY?

     The complementary operations and capabilities of Yellow and Roadway provide
     the combined company with the increased scale, strong financial base, and
     market reach necessary to increase shareholder value and enhance customer
     service. Specifically, this transaction will allow Yellow-Roadway to:

     -    Strengthen its position in the highly competitive domestic and global
          transportation marketplace;
     -    Continue to invest in and grow the brands of both businesses;
     -    Implement best practices over a broader customer base;
     -    Leverage service capabilities and technologies for the benefit of
          customers;
     -    Introduce non-asset-based transportation management services to
          Roadway customers.

3.)  WHAT WILL BE THE NAME OF THE COMBINED COMPANY?

     Yellow-Roadway

4.)  WHEN IS THIS TRANSACTION EXPECTED TO CLOSE?

     This transaction is expected to close by the end of this calendar year.

5.)  WHY IS NOW THE RIGHT TIME TO COMBINE?

     We are creating value for shareholders, enhanced service and reach for
     customers, and greater opportunities for our employees. From increased
     scale and greater efficiencies, to long-term growth and financial strength,
     this is the right transaction at the right time with the right partner.


                                                                               1



6.)  ON WHICH STOCK EXCHANGE WILL THE COMBINED COMPANY'S SHARES TRADE? WHAT WILL
     BE THE TICKER SYMBOL OF THE COMBINED COMPANY?

     We are in the process of determining these details, and we will communicate
     new information as soon as possible.

7.)  WHAT IS THE TRANSACTION SUBJECT TO?

     The transaction is subject to the approval of the shareholders of both
     companies, the successful completion of the financing of the cash portion
     of the purchase price as well as the refinancing of certain existing debt
     facilities of both companies and customary regulatory approvals including
     the expiration or termination of the waiting period pursuant to the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject
     to the successful completion of these events, the transaction is expected
     to close in the fourth quarter of 2003.

8.)  WILL THERE BE CHANGES TO THE BOARD FOLLOWING COMPLETION OF THIS
     TRANSACTION?

     Three members of the Roadway Board of Directors will join the Board of
     Yellow-Roadway - Frank P. Doyle, John F. Fiedler, and Phillip J. Meek.

9.)  WHO WILL BE CHAIRMAN AND CEO?

     Bill Zollars, currently chairman, president, and chief executive officer of
     Yellow, will be chairman, president, and chief executive officer of the
     combined company. James D. Staley, currently president and chief executive
     officer of Roadway, will continue to lead Roadway, which will be an
     operating entity under the Yellow-Roadway holding company.

10.) WILL THE HEADQUARTERS OF YELLOW-ROADWAY BE IN OVERLAND PARK? IF SO, WHAT
     WILL HAPPEN TO THE AKRON OPERATIONS?

     The corporate headquarters of the combined company will be in Overland
     Park. However, the Roadway headquarters facility in Akron will remain a
     major center of operations.

11.) HOW WILL YELLOW-ROADWAY RANK IN SIZE RELATIVE TO THE U.S. TRANSPORTATION
     MARKET AND COMPETITION FOLLOWING THIS TRANSACTION?

     The combined enterprise, which will be known as Yellow-Roadway Corporation,
     will be one of the largest transportation service providers in the world,
     with the ability to move shipments domestically and internationally.
     Yellow-Roadway will be the largest U.S.-based transportation service
     provider with a focus on big shipments for business-to-business customers.
     The combined revenue of both companies for the twelve months ending the
     first quarter of 2003 was nearly $6 billion.


                                                                               2



12.) WHERE ARE THE OPPORTUNITIES FOR SYNERGIES AND COST SAVINGS? HOW MUCH DO YOU
     HOPE TO ACHIEVE IN SYNERGIES?

     Our synergy teams are focused on reducing administrative costs, creating
     efficiencies, and identifying duplicative areas within our two
     organizations.

     Annual synergies of $45 million should be achieved by the end of the second
     year. By year five annual synergies could be in excess of $125 million.

13.) WILL FACILITIES BE CLOSED OR CONSOLIDATED AS A RESULT OF THIS TRANSACTION?
     WILL THERE BE LAYOFFS AS A RESULT OF THIS TRANSACTION? IF SO, WHEN AND HOW
     MANY?

     Our synergy teams are focused on reducing administrative costs, creating
     efficiencies, and identifying duplicative areas within our two
     organizations. We expect minimal employee displacement among Field Sales &
     Operations at either company. Among other employee groups, all decisions
     are expected to be made based on best practices and expertise, irrespective
     of company affiliation.

14.) HOW MUCH ROADWAY CORPORATION DEBT IS YELLOW CORPORATION ASSUMING?

     Yellow Corporation will assume an expected $140 million in net Roadway
     indebtedness.

15.) WHEN WILL THIS TRANSACTION BE ACCRETIVE TO EARNINGS?

     Yellow Corporation expects the transaction to be accretive after the first
     year.

16.) HOW WILL THIS TRANSACTION BENEFIT CUSTOMERS? HOW WILL CUSTOMER SERVICE BE
     AFFECTED BY THIS TRANSACTION?

     We will continue to serve customers according to our usual standards of
     excellence, and under the same terms and conditions. As we move forward, we
     will be implementing best practices, adopting the best technologies and
     continually enhancing the value we can bring to our customers in multiple
     ways.

17.) WHAT ARE THE BENEFITS OF THIS TRANSACTION FOR YELLOW AND ROADWAY EMPLOYEES?

     Employees - Yellow and Roadway, union and non-union - will become part of a
     larger and stronger enterprise well positioned for profitable growth. This
     transaction creates an enterprise with a stable work environment as well as
     avenues for job growth.

18.) WILL THERE BE LAYOFFS AS A RESULT OF THIS TRANSACTION? IF SO, WHEN AND HOW
     MANY?


                                                                               3



     Our synergy teams are focused on reducing administrative costs, creating
     efficiencies, and identifying duplicative areas within our two
     organizations. We expect minimal employee displacement among Field Sales &
     Operations at either company. Among other employee groups, all decisions
     are expected to be made based on best practices and expertise, irrespective
     of company affiliation.

19.) WHEN WILL EMPLOYEES KNOW MORE?

     As we move through the next several months, we will be communicating
     regularly with employees regarding our progress through the transaction
     process. We will do our best to answer all questions over the coming days
     and weeks. Both management teams of Yellow and Roadway are looking forward
     to working closely together to engineer a smooth transition. Most
     importantly, we remain focused on continuing to serve our customers and
     building value for shareholders as we advance together.

20.) HOW WILL THIS TRANSACTION AFFECT THE COMPANIES' RELATIONS WITH THE
     TEAMSTERS?

     Both Yellow and Roadway have a shared tradition as Teamster companies, and
     both companies are committed to continuing this tradition. We are proud of
     the cooperative relations we have with the Teamsters, and we appreciate the
     union's support as we move ahead in this transaction.

21.) HOW DOES THE TRANSACTION PROCESS MOVE FORWARD FROM HERE?

     Our next steps will be to file a registration and proxy statement with the
     Securities and Exchange Commission, seek regulatory approvals from
     government agencies and hold shareholder votes for both companies to
     approve the transaction. Importantly, please keep in mind that no changes
     will take place until the transaction closes. We will be communicating new
     developments with our key stakeholders as we move forward.


                                                                               4

                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                          Page 1





                               YELLOW CORPORATION

                            MODERATOR: STEVE BRUFFETT
                                  JULY 8, 2003
                                  10:00 A.M. CT



Operator: Good day and welcome to the Yellow Corporation conference call.
         Today's call is being recorded.

         At this time, I'd like to turn the call over to Stephen Bruffett,
Treasurer of Yellow Corporation.

Steve Bruffett: Thank you, (Tracy). Good morning. And thank you for joining
         us on this conference call to discuss today's announcement. During the
         first part of this call, Bill Zollars, our Chairman, President and CEO
         of Yellow Corporation will discuss the strategic rationale behind the
         acquisition of Roadway as well as the financial details. During the
         second part of the call, Jim Staley, President and CEO and J. Dawson
         Cunningham, Executive Vice President and CFO of Roadway Corporation
         will discuss Roadway's second quarter earnings. There will be a time
         for questions-and-answers after each part of the call.

         As a reminder, this call is being recorded and Webcast -- excuse me,
         it's not being Webcast, just recorded.

         In addition, investors and analysts are invited to come to the St.
         Regis Hotel at 4:30 this afternoon, that's eastern time for further
         discussion of the acquisition with Mr. Zollars and Mr.






                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                          Page 2

         Staley. While we hope that many of you will attend, that meeting will
         also be Web cast for those who are interested but can't be there in
         person.

         During our conference call today, we'll make certain forward-looking
         statements regarding our outlook on various matters and our plans for
         the transaction and combined company. Our outlook for these
         forward-looking statements are subject to various risk factors. We will
         try to highlight these risk factors as we make these forward-looking
         statements. However, the format of the call prevents a more thorough
         discussion of these risk factors. For a full discussion of these risk
         factors, please refer to both Yellow Corporation's and Roadway
         Corporations annual report, 10-K, 10-Q and in particular, the
         forward-looking disclosure in the news release announcing the
         transaction.

         With that, I'd like to turn the call over to Mr. Zollars.

Bill Zollars: Thanks, Stephen. And welcome to the first ever Yellow Roadway
         conference call. This is being Webcast as well as recorded. Let me
         start with a comment that you're going to hear from us often and that
         is that we feel that this is the right strategy with the right partner,
         the right brand and at the right time. And I want to just take a second
         to talk about each one of those.

         From a strategy standpoint, this an extension of the strategy that
         we've had at yellow for the last six year which is to build a leader in
         global transportation services. The partner is the right partner
         because Roadway is a very well respected, well run company in really
         great operating condition and that's important. In addition, as you'll
         hear from Jim Staley in a second, they also agree that this is the
         right strategy.

         In terms of the right brands, we've got two of the best acknowledged
         brands in the marketplace. And this acquisition will change nothing
         there. We're going to continue to invest and grow these brands. There
         will be no change in the way these brands go to market. So the customer





                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                          Page 3

         interface will stay as it is. And we will continue with both Yellow and
         Roadway on a go forward basis from an operating standpoint with no
         change.

         The timing of this acquisition we think is right for a number of
         reasons. We have two companies that are operating very well at this
         time. And it's always better to do things when you don't have to. We
         think that we're on the verge of an economy recovery. We also have a
         brand new five year Teamster agreement which makes the timing right.
         And the debt markets have never been more attractive. So for those
         reasons and some others, we think the timing is right.

         The deal, as you probably know, is an offer of $48 per share, 50
         percent cash and 50 percent stock. Roadway shareholders are going to
         receive 0.962 shares of Yellow stock for every share they own. We'll
         get in to some more details on the caller and the walk away agreement
         here in a second if you're interested, but it's a 15 percent caller,
         and a 33-and-a-third percent walk way right.

         We would expect accretion within 12 months of closing. And we expect
         this to close before the end of the year. The accretion needed or the
         synergies needed I should say if you have an accretive deal are in the
         neighborhood of $30 million. That's very important, because what it
         says is on a $6 billion business base, we don't need to have tremendous
         synergies to make this deal make sense, and that's another reason why
         we think this is the right strategy with the right partner, the right
         brands and the right time.

         As you saw in our press release, we would expect the synergies on the
         cost side to be between 45 and 125 million. Those are very conservative
         numbers. We feel very confident in those. And with that kind of cost
         saving, we will generate accretion within 12 months.

         We have committed financing in place. And we have three directors from
         the Roadway Corporation board that will be joining us to give us a good
         balance going forward. And we will




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
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         have return on capital greater than the cost of capital, again, within
         the one year time frame we're talking about.

         The $48 share price, we think, is a fair value for Roadway. It wasn't
         too long ago that Roadway was trading about $40. And in looking at the
         go forward projections, we feel that $48 is a very fair value for the
         company.

         Because it's very important to us to have Roadway as excited about this
         deal as we are. I want Jim Staley, just to take a minute and talk about
         the perspective on this deal from the Roadway standpoint. Jim.

Jim Staley: Thank you, Bill. This is indeed a significant day for the Roadway
         shareholders and employees. Our shareholders have been well served by
         this transaction. We intend to work very hard to make sure that the
         investment proves to be a sound one for the shareholders of Yellow Corp
         and the future shareholders of Yellow Roadway.

         We are excited about the possibilities for the new Yellow Roadway
         Corporation. But I want to assure our employees that we are committed
         to a future for you that's even more secure than the present. This
         event has been unsettling to our employees, I'm sure. But we should be
         optimistic about what we can accomplish together as Yellow Roadway. We
         are two excellent companies that have competed very well in the
         marketplace. We will continue to compete in the marketplace, but we
         will also have the satisfaction of knowing that we have a very strong
         parent organization behind us prepared to invest in the offerings that
         each of the companies have.

         So we're excited about being part of Yellow Roadway and looking forward
         to the days ahead.




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                          Page 5


Bill Zollars: Thanks, Jim. We think that this acquisition puts the new company
         in a very strong competitive position in the marketplace. And one that
         will allow us to continue to grow both businesses very aggressively and
         continue to expand the reach of Yellow Roadway.

         That's about all I had to say in terms of prepared remarks. We'd be
         happy now to open it up to questions and deal with anything you have.

Operator: If you wish to ask a question at this time, you may press star then
         the number one on your touch-tone phone. We'll pause a moment. Again if
         you wish to ask a question, you may press star then the number one on
         your touch-tone phone. If you no longer wish to ask your question,
         simply press star nine.

         Your first question comes from (Ed Wolfe) of Bear Stearns.

(Ed Wolfe): Yes, hey Bill.

Bill Zollars: Hi, (Ed).

(Ed Wolfe): Hey, Jim congratulations.

Jim Staley: Thank you.

(Ed Wolfe): Can you talk a couple of things. One have you -- I know it
         hasn't been announced very long, but have you talked with any
         customers? And do you have a sense in your own head, you know,
         historically mergers customer retention doesn't pan out the way you
         hope. You know, as you get bigger one plus one on a customer list
         doesn't quite equal two. What's your sense of how many - - what
         percentage of the customer base of the two you'll be able to keep? And
         why should this one be different than others? That's our first
         question.




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                          Page 6

Jim Staley: OK. Let me take a crack at it and then I think Jim will probably
         want to add something here. But, you know, one of advantages of this
         acquisition is that we can be very thoughtful about any changes that we
         make because we don't have to slam these companies together to get the
         kind of synergies we need for accretion.

         And what that really means is we're not going to do anything to the
         customer base on either side. Both of these brands are very strong.
         Both brands have very loyal customers. And the companies have been
         successful as a result of that. So we do not expect there to be, as a
         result of this acquisition, any change in the relationship between the
         customer and either one of the companies. And as a result of that, feel
         fairly confident that the customers will continue to do business with
         these companies. Jim, do you want to ...

Jim Staley: Yes, we certainly have many competitors in the marketplace, other
         than the respective competition we get from yellow or roadway. And our
         intention is to put best practices at work in both of the companies to
         give the customer the best possible experience that he or she can have.
         So I think we have an opportunity to do a great job on surfacing best
         practices, applying excellent technology between the two companies. I
         don't think we have a fear in that regard, so there is an opportunity
         to give the customer even more than what he has today.

(Ed Wolfe): Roughly, what percentage of your customer base overlaps right now?

Jim Staley: You know, it's not as big a percentage as you might think, (Ed).
         And, you know, it's difficult to answer that question with one specific
         number because there are so many ways to measure that. But the look
         that we've had at it would indicate that probably about 30 percent.

(Ed Wolfe): Thirty percent of the customers or the revenue?




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                          Page 7

Jim Staley: Thirty percent of the customers.

(Ed Wolfe): OK. And just a separate question, Yellow just got out of the
         regional LTL markets spitting out (STST). Now you've inherited, if this
         merger goes through, New Penn, what would be your plans or your visions
         for that going forward?

Jim Staley: Well, New Penn is a very good company with a proven track record.
         And Roadway is pursuing the next business, Roadway Corporation through
         New Penn and we don't see any change in that. Yellow will continue to
         pursue entry in to the next day market through the existing network as
         we had announced earlier this year. So we'll be continuing along the
         same strategy.

(Ed Wolfe): OK. And Bill, you mentioned that you had some financing in line. Is
         there any more details to what that entails?

Bill Zollars: Well we can get a lot more detail on the financing a little bit
         down the road, (Ed) but we're not quite there yet.

(Ed Wolfe): OK. And then last thing, and I'll let someone else have at it. You
         mentioned in your comments that you were optimistic about the economy.
         Is there anything you're seeing in the last several weeks to give you,
         you know, concrete, you know, view of that? And if so, what is it?

Bill Zollars: Yes, I think, you know, from a Yellow standpoint, the volumes
         we're seeing particularly out of the manufacturing base customers look
         pretty good. They look like early indications of recovery. And I think
         the weak dollar, as I said before, is having an impact on that. So --
         now hopefully that's a harbinger of good things to come.

(Ed Wolfe): When did you start to see that feel better?




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Bill Zollars:  Well about six to eight weeks ago, now.

(Ed Wolfe): And other things like retail, are you seeing anything better or
worse or the same?

Bill Zollars: You know, retail has been about the same at Yellow. I mean and Jim
         can talk a little bit about this because I now Roadway has a little
         different customer mix and maybe seeing a little bit different activity
         level. But our activity level has been pretty similar on the retail
         side with an incremental up tick on the manufacturing side. Jim from a
         Roadway standpoint.

Jim Staley: Yes, our view is pretty consistent with what we've said in the past,
         and what we said earlier in the quarter, that things do remain fairly
         flat for us. And we can talk about that later in our earnings portion
         of the call, but pretty flat from our point-of-view.

(Ed Wolfe): OK. Thanks a lot. I'll see you guys at 4:30.

Bill Zollars: OK, (Ed). Thanks.

Operator: Your next question comes from (Dan Moore) with (Stephens
         Incorporated).

(Dan Moore): Good morning, guys.

Bill Zollars: Hi, (Dan).

(Dan Moore): Just curious, if you could talk to us a little bit about valuation.
         What led you to that $48 target?

Bill Zollars: Sure. There were there principal things there. One is, you know,
         looking at the going forward income stream for Roadway was a major part
         of the valuation obviously. We also looked




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         at accretion in the deal, and we looked at return on committed capital.
         And the three of those combined allowed us to reach the valuation that
         we did.

         We really think Roadway is undervalued in the market right now, and I'm
         sure that Jim would agree with that.

Jim Staley: Not any more.

(Dan Moore): I was going to say should you have paid more.

Jim Staley: Maybe before today they were.

(Dan Moore): What about -- talk to us a little bit more about synergies. You
         know, you got yourself a very, very big trucking company here. And I
         guess 45 million while a big number for most folks, I'm just -- I'm
         wondering beyond the back office, at what point do you start combining
         terminals, or get rid of terminals and better optimizing the network?
         Is that 12 months down the road, 24 months down the road? That sort of
         thing.

Male: Yes, I can't really get too definitive on that, (Dan). What I will tell
         you is we'll do that when we're ready, but not before.

(Dan Moore): So that will be something ...

Bill Zollars: Well, you know, what we're going to do initially is we're not
         going to change any operations of either company. The 45 million to 125
         million that we've stated as we think are conservative cost synergy
         numbers, are based on back office kinds of functions. And as Jim said,
         looking at best practices, and, you know, having one payroll process
         instead of two, et cetera. We think those are imminently doable. We
         think they are conservative. And frankly, that's where we're going to



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         start. Over time, we will look at other things as they make sense to
         us. But for the foreseeable future, you ought to assume that the
         operations of both companies will continue as they are to day from a
         field standpoint, from a customer service standpoint. And that the cost
         synergies will come in back office processes.

(Dan Moore): And I'm sorry when do you expect the transaction to close? Had you
         mentioned that? It may be in the press release, had I mentioned it or
         missed it?

Bill Zollars: By the end of the year, (Dan).

(Dan Moore): OK. Fair enough. Thanks, guys.

Bill Zollars: You bet.

Operator: Your next question comes from (John Barnes) with Deutsche Bank.

(John Barnes): Yes, congratulations.

Bill Zollars: Thanks, (John).

(John Barnes): A couple of things, Bill, can you chat a little bit, you know,
         about the regulatory risks here? A lot of people are questioning
         whether or not if you just look at your guys in the national LTL you're
         gobbling up a lot of market share. So can you just chat about that a
         little bit?

Bill Zollars: Sure. I think the reality of the marketplace is that, you know,
         we're at about $6 billion in revenue, maybe one percent of a $600
         billion transportation market which is becoming more blurry every day
         in terms of segmentation. So, you know, we think that that's not a real
         material market presence in that overall transportation market.




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         If you look at the LTL segment of the transportation business, you
         know, we're about six out of 30, I guess, so even that not a real
         dominant kind of position. But the point I would make is that more and
         more we are in the expedited business, the time definite business,
         we're in the international business. We're moving in to the non asset
         business very aggressively. So we are competing now across the entire
         portfolio of transportation services, and not just in LTL. So we think
         we have a very strong case there.

         We also can point to the fact that our particular segment of the market
         has been declining continuously over the last 10 years or so.

(John Barnes): OK. Can you give me an idea of what you believe a timeline is for
         potential regulatory review? And do you think there are any other
         constituencies that may look to impede this from occurring?

Bill Zollars: I think that the regulatory view is probably the (tall 10 pole)
         and the process. And it depends on, you know, whether they take one
         look at it or a couple. We've assumed the six month timeframe as sort
         of being our best guess. But it could be a little shorter than that, if
         everything fell the right way.

(John Barnes): OK. Second question, in the integration risks, can you comment at
         all on that and whether or not, you know, what exactly are you looking
         at from an integration risk standpoint?

Bill Zollars: The entire approach we've taken on integration is risk averse. And
         that's why we really aren't doing anything to the operations of the two
         companies, or the interface with the customer. There's plenty of
         savings to be had in combining back room functions, and looking for
         other non operating kinds of cost synergies. So we have purposely
         approached this from a low risk standpoint because frankly we don't
         have to take any risk in this acquisition.




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(John Barnes): OK. Bill, there's been a fair amount of speculation as to -- you
         know, as you began to move aggressively in to the regional business and
         look to use some of the new flexibility and the contract to move in to
         that. You know, you were going to be somewhat impaired doing that in a
         three to five day national type of infrastructure. Does this
         acquisition change your philosophy? I mean is it something that allows
         you a little bit more flexibility on the regional markets now?

Bill Zollars: Well I think that the short answer, (John), is that the strategies
         of each company will continue as they are. And I mentioned that, you
         know, Roadway had approached the next day markets from New Penn, that
         will continue. Yellow will continue to develop the plan to enter the
         next market through the existing Yellow network. That's really going to
         remain unchanged as we go forward here.

(John Barnes): All right, last one. (Meridian IQ) you had a lot of financial
         flexibility, the balance sheet was pretty clean, that type of thing.
         You could go out and do some things on the (Meridian) side. This
         acquisition, obviously, you know, skews that a little bit. Is there any
         change in the thought process or the strategy as it applies to
         (Meridian)?

Bill Zollars: No. I think the one big advantage, obviously, is we can bring
         (Meridian IQ's) capabilities to a whole new set of customers. And, you
         know, frankly, that will drive a lot more organic growth than we were
         forecasting we were going to drive just through the Yellow customer
         base.

         So I would think that, you know, this is going to be really good news
         for our none asset business. And probably precludes any major
         acquisition on the non asset side at least in the short term.

(John Barnes): OK. Guys, I appreciate your time. Congratulations.

Bill Zollars: Thanks, (John).





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Jim Staley: Thank you.

Operator: Your next question comes (Greg Burnes) with JP Morgan.

(Greg Burnes): Hi, guys.

Male: Hi, (Greg).

(Greg Burnes): Obviously, congratulations, particularly to (Jim). I guess two
         questions. I guess, Bill for you, I'm struggling a little bit with
         valuation because, you know, in my rough numbers it's about six times
         EBITDA. And I'm curious, whether your go forward projections make that
         multiple lower? Essentially that my EBITDA may be too low there. I'm
         just curious whether you have a target EBITDA multiple that you think
         you're paying?

         And then, you know, it is a 60 percent premium over where the stock
         traded just before the announcement. So I'm wondering, were there
         competitive environments? Were there other bidders? You know,
         essentially why such what appears to be a large price move?

Bill Zollars: Yes, I think first of all, in terms of your multiple, you're
         higher than the multiple we have and I don't want to get too specific
         about that. You know, there weren't any alternate bidders. I think what
         we were trying to do is take a balanced look, (Greg) at where we felt
         the value of the revenue or the income stream on a go forward was at
         Roadway. We do think the market over reacted a little bit to a second
         quarter miss. And so we were looking at where the stock was prior to
         that which us up around $40 a share. We tried to balance that with, as
         I said earlier, the accretion and return on invested capital. So we're
         very comfortable that we paid fair value for the company.





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(Greg Burnes): OK. And then just a follow up more on the operations side, I
         guess, I'm curious on your view of the excess capacity currently in the
         industry whether you think it's 20 percent, 10 percent, five percent.
         It sounds like reducing capacity is not on the agenda, at least near
         term in this transaction. So I'm curious, if doesn't really change the
         capacity environment, and we still have excess capacity, how you might
         be better suited as a combined entity to handle that issue?

         And then it sounds like you're going to be running them essentially
         separate, which certainly lowers the acquisition risk. But my question
         would be how would you approach common customers for Wal-Mart or Home
         Depot or other customer. What if they pay -- what if they're paying a
         different rate to Roadway that they're paying Yellow? Will your try and
         equalize those pricings? Could you just give a little insight there?

Bill Zollars: Yes, that was about five questions in one, (Greg). Let me take a
         crack at answering them. First of all, I think both companies are right
         around 90 percent capacity. And my guess is that that's fairly somewhat
         across most of the industry. Obviously, we've been waiting for the
         economy to recover and I'm sure that it will, the question is when. So
         I think that the capacity issue will take over itself over time here.

         In terms of customer relationships, I think we're going to continue as
         we have today. We'll be competing with each other in the marketplace,
         as we have been. And we're hopeful to be able to enhance the customer
         service, and the technology available to all of the customers of Yellow
         and Roadway. But you think of it a little bit like, you know, Pontiac
         and Buick or Land Rover and Jaguar, you know, pick your analogy, but
         that's the kind of customer choice that will continue to be present in
         the market.

(Greg Burnes): And Bill, just on this, if I'm a customer and I run a bid
         package, on Roadway and Yellow, what you're saying is I may get two
         different bids. And as a customer, be free to choose, you know,
         whichever is more lucrative for me.




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Bill Zollars: Yes, I think both companies would be selling the value of the
         services they provide. And the customer is certainly free to choose the
         value they think best fits their particular situation.

(Greg Burnes): OK. It's helpful. Thanks a lot.

Bill Zollars: You bet.

Operator: You're next question comes from (Jason Fidel) of (Avondale Partners).

(Jason Fidel): Hey, Bill. Hey, Jim. How's everything?

Bill Zollars: Hi, (Jason).

Jim Staley: Thank you. How are you?

(Jason Fidel): Congratulations are in order today. I have a couple of quick
         questions, and Bill maybe you could help me with this. You said that
         you're not assuming any significantly dilution of your customer base.
         However, you know, if we go back, there's always some. What percentage
         in terms of your accretion assumptions, what percentage of your
         customers are you anticipating to, I guess, take some of their freight
         elsewhere?

Bill Zollars: Well we've modeled this (Jason) without specifically telling you
         what the model looks like. We've taken that ...

(Jason Fidel): If you could just send that to me, that's fine.




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Bill Zollars: Yes, we'll -- it's in the mail. You know, we feel very confident
         that we're going to have a minimum of customer leakage primarily
         because we've got two great companies here with very loyal customers
         and nothing is going to change in the relationship. And so, you know,
         we really don't think there's going to be a lot of leakage in this
         acquisition.

(Jason Fidel): So you're saying under 10 percent when you say minimal?

Bill Zollars: I didn't say anything.

(Jason Fidel): OK. You can't blame me for trying.

Bill Zollars: But I think it will be minimal.

(Jason Fidel): OK. Sounds -- that sounds fair. Going forward, if I could look at
         some of the numbers, an assumed tax rate? I mean are you guys going to
         give some of these out now or later?

Bill Zollars: It will be later (Jason).

(Jason Fidel): It will be later, OK. That sounds fair enough. Also, I guess I
         wanted to harp a little bit on the next day solutions, the options
         between Roadway and Yellow. I'm not sure I understand why the Yellow
         would continue to pursue the next day option in its next market,
         because it seems like you're not competing directly with a company you
         all ready own.

Bill Zollars: Well I think just to clarify a little bit (Jason), you know, we
         probably are not going to continue down the road of acquisition of
         regional trucking companies at Roadway. So we have New Penn and we'll
         probably stay right there. But Yellow's customers want that next day
         service through the existing network. And so we're focused on providing
         what they'd like.




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         New Penn a very successful company, and will continue to be in the
         north eastern part of the country.

(Jason Fidel): OK. For (Meridian) IQ, now you said that you guys are going to
         try to step away from the acquisition market for a while, I guess until
         -- is there any limitations on the transaction that you can't even take
         small little add ons?

Bill Zollars: No. What I meant by that (Jason) if I didn't say it was major
         acquisitions on the non asset side, I think, are off the table for a
         while. We may still do some tuck ins where they make sense, but we're
         not going to do anything major there.

(Jason Fidel): So you're not precluded to do any tuck ins?

Bill Zollars: No, I think we still have the capacity to do that if it makes a
         lot of sense. But as I said earlier, we've got a lot of new customers
         now that we can take these non asset services to.

Jim Staley: You're not going call us a tuck in, are you Bill?

Bill Zollars: No, you're not a tuck in. It'd be the largest tuck in the history
         of ...

(Jason Fidel): Yes, that's for sure. Going forward, on a combined, shares out
         standing basis, are we to assume something in the neighborhood of 65
         million Bill?

Bill Zollars: That needs to settle out (Jason), and it's way too early to be
         talking about that.

(Jason Fidel): OK. Fair enough. Thanks, guys.

Bill Zollars: You bet.




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Operator: Your next question comes from (Ken Heckster) with Merrill Lynch.

(Ken Heckster): Hi, good morning. And congrats again. Just to follow up on the
         last couple of questions with the -- especially on the pricing side. It
         sounds like, if you're going to run the unit separately, which I'm
         still confused at. I would imagine over time you're going to have to
         blend those to continue to gain that sizeable synergies. But once you
         combine the back offices, does that not include the ability to set
         pricing? And therefore, wouldn't Roadway and Yellow be pricing off the
         same kind of mathematical formulas to get their customers that pricing
         offering?

         And then secondly, just are there any union issues? You know, now that
         you've got the new five year contract, it sounds like you don't want to
         take employees out immediately. I want to know if that's kind of
         initial reaction just because the deal is being announced right now.
         But over time, doesn't this blend itself to removing some excess
         employees as you talked about excess capacity as well? Thanks.

Bill Zollars: Yes, I think on the pricing side, obviously, as I said earlier,
         what we're going to be doing is approaching customers independently
         from both companies with what we think is a fair value for the services
         we provide. That won't change.

         In terms of reducing the number of employees, you know, there will be
         more of an impact probably on back office kinds of employees in the
         first year, than there will be on field employees. As we've all ready
         said we expect that impact to be close to zero. And beyond that, I just
         think that we're not prepared to say. Hopefully, what we're going to be
         able to do is grow these businesses faster, and add Teamster employees
         as well as other companies as this company becomes more and more
         successful.




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         So, you know, my long term goal, and I'm sure Jim's is to have a bigger
         business with more employees, not a smaller one with fewer employees.
         Jim, you might want to comment on it.

Jim Staley: Yes, we've had a lot of discussion on the short period of time that
         we've had to work on this about the value of our respective franchises,
         and the fact that they will continue to operate separately. We need to
         be completely focused on that. We will look for the savings from the
         duplication of administrative efforts.

         As far as what the future holds down to the road, it's way too early to
         speculate on what impact that might have on field operations. But we
         just have no discussions planned on that at this point.

(Ken Heckster): Bill, and Jim, just to wrap up there, then, on the pricing is
         not a back office issue, so it stays local. And therefore, you can
         still have pricing competition between a Roadway and Yellow unit in the
         market?

Bill Zollars: Yes, I think that there are two separate questions there. One is
         both the pricing functions are centralized today. So they are
         centralized functions, but they will be independent in terms of the
         customer.

(Ken Heckster): All right. Great. Thank you.

Operator: Your next question comes from (Jeffrey Rosenberger) with (Flover
         Capital).

(Jeffrey Rosenberger): Yes, a couple of questions, Bill I'm confused at what
         you're saying here. You're going to keep both companies independent.
         You're both going to have sales people calling on the same customers.
         And the synergies you're talking about represent less than one percent
         of revenue. Why go through all of this for that?




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Bill Zollars: Well I think that if that's all there was too it, you might be
         right, (Jeff). I think, you know, in the longer term view, having a
         company that can compete with anybody is our goal. And when I say
         anybody, I mean anybody in the transportation space.

         We're going to be careful with the synergies at the outset for all of
         the reasons we've all ready talked about. But the real value here is
         the focus on the company being able to be more successful combined than
         it is separately. And we have two companies that are very successful in
         the marketplace. We want to enhance that. Over time, we will know a lot
         more about brand differentiation than we know today.

         Today we're not really sure what all of the pieces of the value
         proposition are that have people choose Yellow versus Roadway or
         Roadway versus Yellow. As we learn more about that, we will focus brand
         differentiation on the basis of those customer values. But at the
         outset, because we have two companies that are doing very well, and
         brands that have a lot of equity in the marketplace, and customers that
         are very loyal, the last thing we want to do is mess that up.

         So longer term there will be brand differentiation, but short term
         we're going to do our best not to disrupt things.

(Jeffrey Rosenberger): Well how you are going to prevent a Roadway salesman and
         a Yellow salesman who are competing for the same customer's business
         from under cutting each other on price?

Bill Zollars: They're going to continue to compete in the marketplace. That
         won't change as a result of this.

(Jeffrey Rosenberger): All right. Just two other quick questions. Number one,
         have you talked to (Jimmy Hoffa) about this? And number two, have you
         talked to the Federal Trade Commission about this prior to announcing
         the deal?



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Bill Zollars: We have talked to (Mr. Hoffa), I did that this morning. He was
         positive about this development. And we have done the preliminary work
         to get ready to talk to the government, but we have not as yet.

(Jeffrey Rosenberger): OK. I'll let somebody else have a chance, thanks.

Bill Zollars:  Thanks, (Jeff).

Operator:  You're next question comes from (David Mitchell) with William Blair.

(David Mitchell):  Hey, good morning.

Bill Zollars:  Good morning.

(David Mitchell): Can you just -- try to help us quantify or the synergies a
         little bit more in terms of why the broad range. And what's assumed at
         the high end of that range, and what's assumed at the low end of that
         range.

Bill Zollars: Yes, the 45 to 125 part of that is timing in terms of, you
         know, how fast we can get after some of this and integrate it
         effectively. We've tried to be very conservative, as I've said a number
         of times here in terms of developing these numbers. And we will
         definitely look at best practices here. Somebody made the comment that
         this isn't a lot and I would agree with that. But I think we've erred
         on the side of conservatism. Frankly, we've got a $6 billion company
         here. We ought to be able to, over time, save a lot more than $125
         million. But again, we've been conservative in our approach.






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         So some of it is timing. There is no operating integration to speak of
         in these numbers. And that's really because we've been trying to keep
         this at a very, very low risk kind of approach.

(David Mitchell): OK. But the 125 is that -- I mean can you just pinpoint that
         45 to 125?

Bill Zollars: Yes, the 45 is in the first 12 months, and the 125 is over the
         first several years. Those are annual numbers.

(David Mitchell): All right, thanks.

Bill Zollars:  You bet.

Operator: Your next question comes from (Errol Rudman), with (Rudman) Capital
         Management.

(Errol Rudman): Can you give us some idea of the size of the debt financing
         the new corporation will have to under take. And I realize you can't be
         specific. But could you also just general comments as to the maturity
         that you're looking for, and roughly what you think the prices that
         you'll have to pay would be?

Bill Zollars: Yes, let may make a couple of comments, and then Don Barger,
         CFO, can talk a little bit more about this. We're going to take on
         about $140 million worth of existing Roadway debt. And the total debt
         will around the 500 million. But I can let Don talk about more
         specifically.

Don Barger: We're still going through the analysis and the composition of
         that debt. As you know ,the financial markets today are very
         attractive. We have lots of alternatives. We also have a fair amount of
         time between the announcement of this transaction and closing. And as
         in fact, we develop those alternatives, we will be communicating more
         as we go forward. But again, you know, the financial markets today are
         extremely attractive.






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(Errol Rudman): Can you give us an idea of what your maturity is -- of what
         maturity you're seeking?

Don Barger: We are still going through an analysis of that, but I think
         you're probably going to see the maturity somewhere in the four to
         seven year range.

(Errol Rudman): And what would be the debt rating for the combined company?

Don Barger: We are going to be talking to Moody's and Standard and Poors
         here tomorrow. And, you know, we will wait and see what they have to
         say. But I think you can assume that there is a chance that we will be
         non investment grade perhaps at the high end of that.

(Errol Rudman): OK. There seemed to be some ambiguity developing amongst the
         early questioners and your responses in terms of there could be some
         attrition of -- from the existing customers. If that is, it's not
         appropriate to add up your separate revenues. Do you think that that
         will be enough to offset some of the natural growth that you may enjoy
         through an economic recovery?

Bill Zollars: Yes, I think frankly, we don't think there's any reason to
         lose any customers. And, you know, as I said earlier, we've done some
         modeling and feel very good about where we are. So, you know, our whole
         focus here is not change from a customer standpoint, no change from a
         field operations standpoint. Get the savings that we need to make this
         deal accretive and grow the basis as we go forward.

(Errol Rudman): Are there any additional services that you can offer national
         customers by being a larger company that would meaningfully allow you
         to improve your penetration in those accounts?

Bill Zollars: Well certainly, we'll be looking at that. That's one of the
         areas that we'll be looking at is the ability to introduce new services
         as a result of this.



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(Errol Rudman):  OK, and ...

Bill Zollars: Before we go on, maybe Jim Staley, you could talk a little bit
         about your perspective on the customer issue.

Jim Staley: I think the fact that we are keeping these companies separate
         and see no disruption whatsoever in the service that we presently
         provide we're going to give the customer no reason to not use Roadway
         if he's a present Roadway customer, or Yellow -- if he's a present
         Yellow customer. And hopefully there's an upside to this where they see
         the strength of the combined companies and want to be a customer of the
         combined Yellow Roadway Corporation.

(Errol Rudman): So your hope is to cross fertilize the services from the
         existing customer base. Can you give us a little bit more detail, you
         indicated in year two you hope to save 45 and growing to 125 in the
         year five. Can you give us a little more detail? Will that be by
         eliminating overlapping terminals or where -- what would be the sources
         of the suggested savings?

Bill Zollars: Well most of the synergy comes from, as I said before, back
         room processes like payroll and, you know, insurance, and things like
         that. We've also looked at the additional purchasing leverage we would
         get with our suppliers because of our increased size. And so those are
         the kinds of areas that make up the $45 million and the 125 million.
         There are very few operational changes in those numbers. And they do
         not include any significant integration of terminal operation.

(Errol Rudman):  They do not?

Bill Zollars:  No.



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(Errol Rudman): I see. I asked, but I didn't hear your response. Could you
         just refresh my memory about the -- what -- if you don't know the
         Standard and Poors and Moody's ratings for the combined company, could
         you refresh my memory and tell me what the ratings are for the
         individual companies?

Bill Zollars:  (John), do you want to give ...

(John): For Roadway we're triple B at S&P and B double A for three at Mood.

Male: Yes, we are at the low end of investment grade at Moody's and one level
         above the low end at S&P.

(Errol Rudman):  OK.  And do you think that should improve by combining?

Male: If we take a look at the financial ratios going forward, you know, once
         we start the debt pay down, the answer is yes.

(Errol Rudman): Yes, it's -- our numbers suggest that the ratios would improve
         significantly.

Bill Zollars: Yes, I think that, you know, one of the things that we haven't
         talked much about, but if it takes us until the end of the year to
         close the deal, both companies will be paying down debt in the interim.
         So even six months from, our balance sheet should look better than they
         do today.

(Errol Rudman): OK. Well thank you for answering these questions. And we
         appreciate your suggested plans.


Bill Zollars:  Thanks.



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(Errol Rudman):  Bye-bye.

Operator:  Your next question comes from (Mark Levin) with Davenport and
         Company.

(Mark Levin): Hi, gentlemen. Most of my questions have been asked and
         answered. But I'm wondering in terms of what the customer mix will look
         like. And, you know, retail versus manufacturing what that might look
         like after the deal. And then secondly, in terms of lengthy of haul,
         you know, either by, you know, revenue or customer what, you know, what
         the mix will look like?

Bill Zollars: It's probably too early to get in to a lot of detail there. I
         can tell you that our customer base is about 70 percent manufacturing.
         And I think, Jim, the Roadway customer base is a little bit less
         concentrated in manufacturing than that.

         We both have very similar length of halls and weight per shipment
         kinds of numbers, a little bit different but not materially different.
         So that shouldn't shift around too much.

(Mark Levin):  OK.  Perfect.  Thank you, guys.

Operator:  Your next question comes from (Tom Albrecht) with BBT.

(Tom Albrecht): Good morning. I've got a couple of questions here. Given
         that one of the primary issues for the less than truckload industry,
         particularly the long haul is excess capacity. I guess I'm still a
         little puzzled by why there won't be more aggressive consolidation of
         duplicate terminals, service centers, even hubs. I understand your
         desire to go slow early on, to make sure customers and employees are on
         board.

         But you're going to have approximately 600 terminals and services
         centers. I can't imagine that there's a need for more than 350 to 400.
         Can you talk about that a little bit?




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Bill Zollars: Well, you know, the reality is, as I said, we're operating at
         about a 90 percent capacity level. And if the economy recovers, that 10
         percent could disappear very quickly.

         You know, all of our operations are running efficiently both at
         Roadway and at Yellow. And there may be some reason to combine at the
         margin, but really the situation is we've got very efficiently run
         companies given today's volume levels. And there is no driving force to
         integrate. In fact, you get economies of scale working against you at a
         certain point with these terminal operations. Some of our terminals are
         extremely big at both Roadway and Yellow. And combining those, you
         actually would lose efficiency as opposed to gaining efficiency.

         So it's not to say we aren't going to be looking at that longer
         term, but there's really no driving reason to be doing that at this
         point.

(Tom Albrecht): You know, as I recall back Arkansas Best bought the Old
         World Way, one of the issues, had been that I think they kind of
         assumed that their existing employees at ABT would be the survivors if
         they wanted them to be. But their Teamsters didn't go for that. And as
         a result they had to absorb maybe some folks they didn't want to from
         World Way. You'll probably recall that circumstance. And it let to a
         lot of folks that were not experienced with the Arkansas Best Way.

         I'm just wondering how you're going to get around that -- you know,
         these are the practical day-to-day issues that really will determine
         whether this is a winning combination, more than just issues of brand
         and back office.

Bill Zollars: Well know I would postulate the brand is a very significant
         issue here. But, you know, we're not putting these companies together.
         So we don't have that issue of trying to integrate work forces. That's
         really not a factor in this particular acquisition and approach.




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         And it was a big deal for that particular acquisition. I have to
         admit that was well before my time in the industry. But as I understand
         it, you didn't have anything like what you have here, where you've got
         two very successful companies with very successful brands operating
         very successfully in the market. And as a result of that, we really
         don't have the same issue in terms trying to integrate these
         workforces.

         Jim, do you want to ...

Jim Staley: That's exactly right. There is no integration issue with the
         employees. There should be no concerns on the part of the IBT as we
         describe what is going on. We'll continue to serve our customers with
         our employees, and Bill will serve his customers with his.

(Tom Albrecht): OK. And then I want to make sure I heard you correctly.
         Yellow's recently announced plans to get in to the overnight market and
         reconfigure your network. You're still moving forward with the plans
         that you've submitted, that is correct?

Bill Zollars:  Yes.

(Tom Albrecht): OK. Let me just try this from one other angle. If the
         industry has a better history of mergers and acquisitions, and if there
         weren't a concern as to how the Teamsters might respond, would there be
         a willingness to be more aggressive inputting the networks together?

Bill Zollars: Not until we understand a lot more about the brands and why
         customers buy each brand. We've got work to do on that side. And
         frankly, again, integrating the operations today really doesn't make a
         lot of sense because our operations are running very efficiently. And
         as I said, you get in to a diseconomy of scale at some point. So it's
         not just -- I mean we really believe that this is a win-win situation.
         But as I said earlier, one of the things that lowers the risk
         substantially



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         is the fact that we're going to continue to serve customers the way we
         have been. And, you know, that's been a very successful formula for us.

(Tom Albrecht):  OK.  I think that's all I have.  Thank you for your time.

Bill Zollars:  You bet.

(Tom Albrecht):  Your next question comes from (Michael Glenn) with CSFB.

(David Mac):  Hi.  Actually, this is (David Mac).

Bill Zollars:  Hi, (David).

(David Mac): Could you guys go through real quick, the mechanics of the
         (caller) in terms of sensitivity change in stock price.

Bill Zollars:  Sure, Don's going to do that.

Don Barger: Yes, (David), let me just give you the simple mechanics. The
         exchange ratio was based on a stock price of ours of 24.95. And the
         caller is straight word 15 percent up, 15 percent down. Obviously, once
         you get outside the caller the exchange ratio floats. At the low end,
         if there's a walk away at 33-and-a-third percent from that 24.95. So
         it's actually very easy to calculate the effect or the, if you will,
         the caller and the exchange ratios beyond the caller.

(David Mac): OK. If I heard you guys right, you were saying you're not going
         to go out and looking to buy any more regional carriers for the Roadway
         next day portfolio, is that correct?

Bill Zollars:  That's right.




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(David Mac): What -- you know, a lot of people are a little puzzled about why,
         you know, you're going to keep the terminals and not try to consolidate
         anything. And then, you also mentioned that you're going to try
         competing on any transportation provider regardless of mode. Would it
         be wrong to assume you might start thinking about some alternative uses
         for certain facilities beyond just traditional national LTL.

Bill Zollars: Sure, in fact, you know, we've all ready got strategies where
         we're using our facilities to do more than just traditional LTL cross
         docking. We're using them for consolidation, deconsolidation, for
         customs brokerage and that kind of thing. So yes, that's certainly in
         the strategy.

(David Mac): In terms of Roadway management, I'm sure this has yet to be
         negotiated, but what are you thinking in terms of time commitments for
         staying on?

Bill Zollars: Well, you know, one of the things that was really important
         about this deal that it had to be a deal that was embraced by the
         Roadway management team, because we felt that it just wouldn't work
         very well any other way. And that's why we really feel good about the
         fact that Jim and his team have signed up for this and are as
         enthusiastic about it as we are. So I would say that, you know, our
         attempt is going to be to hang on to as many of the Roadway people as
         we can.

         And I think that early indications are that we're going to be
         successful. Jim, do you want to speak to that?

Jim Staley: Well speaking for myself, I intend to be fully committed to the
         success of this enterprise. And hopefully we'll have a long future at
         Yellow Roadway Corporation. And I think that's that the senior
         management team at Roadway views this.





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(David Mac): In terms of pricing, I'm still a little confused on how exactly
         you're going to operate the total corporation. At Yellow, it seemed
         like you had one pricing policy or maybe one strategy and at Roadway
         you had another. So now that you have this portfolio of two companies,
         you might have different strategies. I guess that sound to me possibly
         a little bit counter productive.

Bill Zollars: Yes, I think that clearly the corporation will have one
         strategy, if that helps.

(David Mac): OK. Is it possible that in the future, you know, right now,
         Yellow's customer's mix is 70 percent manufacturing, you know, maybe 30
         percent retail, and Roadway is probably roughly the inverse. Are you
         thinking about specializing one or the other in its industry
         concentrations right now, maybe making Roadway the retail carrier and
         Yellow the manufacturing?

Bill Zollars:  Way too early to tell.

(David Mac):  OK.  Thank you very much, guys.

Bill Zollars:  You bet.

(David Mac):  Congratulations.

Bill Zollars:  Thanks.

Operator:  Your next question comes from (Arthur Winston) with Pilot Advisors.

(Arthur Winston): The last time Yellow made an acquisition of (Jevic) it turned
         out to be a disaster for the Yellow shareholders. And this time, you
         structured a deal in favor of the Roadway shareholders, and the Yellow
         management who were managing a $6 million company. And I can't
         understand why you paid such a high price without getting any
         opportunity at least, to start out with, with the





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         rationalizing capacity. And, you know, sort of reducing the amount of
         competition. Why such a rich price given these circumstances?

Bill Zollars: Well just to set the record straight on (Jevic) that was not
         on my watch. But I think, a we've said about the valuation here, there
         really were three things we were looking at. One was, you know, the
         income stream on a go forward basis at Roadway. The second was
         accretion. And the third was return on invested capital.

         Now longer term, we are obviously going to look for integration
         opportunities as they develop. What we aren't going to do is rush in to
         an integration, because frankly we think that's high risk, and we think
         that there's just no reason to do that. So it doesn't mean that we're
         not going to not take advantage of integration opportunities where we
         see them. It just means that because of the way the accretion and
         synergy formula looks, we don't have to do that, right away.

(Arthur Winston): In other words, accretion is the most important thing. (Net)
         accretion being defined higher earnings per share, than if you hadn't
         bought this company?

Bill Zollars: Well that's certainly one of the factors, but it's not the
         only factor. The most important factor is our strategic positioning
         long-term and the creation of shareholder value long-term.

(Arthur Winston):  Shareholder value.

Bill Zollars:  Right.

(Arthur Winston):  Thank you.

Bill Zollars:  You bet.




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Operator:  There's a follow up from (Ed Wolfe) with Bear Stearns.

Bill Zollars:  Hi, (Ed).

(Ed Wolfe):  It got answered, guys, thanks.

Bill Zollars:  It's been answered, OK.  We can move on.

Operator:  Your next question comes from (Dan Moore) with Stephens Incorporated.

Bill Zollars: (Dan), I think you're going to be the last one, so take your
         best shot.

Operator:  Mr. (Moore) your line is open.

Male: All right, that concludes the Q&A part of our call today. As a
         reminder, investors and analysts are invited to attend the St. Regis
         hotel at 4:30 eastern this afternoon for continued discussion of the
         acquisition. This concludes the transaction portion of the call. I'll
         now turn the call over to (John Hyre) who's the Director of Investor
         and Public Relations for Roadway Corporation for the discussion of
         Roadway Corporation's second quarter results. John.

(John Hyre): Thank you. Welcome to the portion of our conference to (conduct)
         Roadway Corporation's second quarter 2003 results. Roadway participants
         today are James D. Staley, President and CEO, and J. Dawson Cunningham,
         Executive Vice President and CFO. Dawson will start off with a
         discussion of the quarter, and then we'll open up to questions and
         answers.

         This conference call may contain forward-looking statements within
         the meaning of the Private Securities Litigation Reform Act with
         respect to our outlook for revenue, earnings, other future financial or
         business performance expectations, and for our strategies expectations
         and goals.





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         All statements that are not historical statements of fact are
         forward-looking statements and subject to numerous risks and
         uncertainties that could cause actual results to differ materially from
         those expressed or implied in our forward-looking statements.

         Forward-looking statements include all comments relating to our
         beliefs and expectations as to future events and trends effecting our
         business. They also include comments about the results of our
         operations and financial condition. We intend for the words believes,
         anticipate, expects, intend, plans, continues, projects, and similar
         expressions to identify forward-looking statements. The risks and
         uncertainties include among others variable factors such as capacity
         and rate levels of the motor freight industry, fuel prices, the impact
         of competition, the state of the national economy, the success of our
         operating plans. Including our ability to manage growth and control
         cost, labor relations matters, uncertainties concerning the impact
         terrorist activities may have in the motor freight industry. And the
         success of our plans for the announced Yellow Roadway transaction.

         We have based these forward-looking statements on management's
         analysis of future events only as of the date of this conference call.
         We undertake no obligations to publicly revise these forward-looking
         statements to reflect events or circumstances that arise after this
         call. These forward-looking statements are subject to risk,
         uncertainties and assumptions about us and our subsidiary. In addition
         to the disclosure contained in this conference call, you should
         carefully review the risks and uncertainties contained in other
         documents Roadway Corporation files from time-to-time with the
         Securities and Exchange Commission. Dawson.

J. Dawson Cunningham: Thank you, (John). Welcome to most of you that have
         stayed on the call. I know it's been an hour all ready. But to review
         Roadway Corporation's results for the quarter, consolidated revenues
         for the second quarter of 2003 were $742 million. That's an increase of
         13 percent over last year. Operating expenses was $724 million an
         increase of 12.9 percent compared to 2003.



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         Consolidated operating margin was 2.4 percent with an operating
         ratio of 97.6 compared to 97.7 in 2002. Our specialized service
         offerings consisting of International North America, (Time Critical),
         Ocean Services exhibit protective, and air grew 16 percent versus the
         second quarter of last year. These services account for 17 percent of
         consolidated revenues in the quarter.

         Consolidated operating income from continuing operations was 17.4
         million, an increase of 17.8 percent or $2.6 million versus last year.
         Net other expense was $6 million primarily related to interest expense
         of 4.8 million. And the amortization of cost associated with the
         financing of the acquisition of New Penn. Income from continuing
         operations before income taxes was $11.4 million compared to $8 million
         last year. Our effective tax rate was 42 percent for the quarter.
         Income from continuing operations was $6.6 million or 35 cents a share
         compared to 4.6 million or 25 cents a share for last year's second
         quarter.

         Net income for the quarter was $6.3 million versus $5.6 million in
         last year's second quarter. Diluted earnings per share for the quarter
         were 33 cents. And that compares to 30 cents last year.

         Turning to Roadway Express, Roadway Express's revenues were $691.2
         million, an increase of 14 percent compared to last year's second
         quarter. Roadway Express's tonnage level increased 11.2 percent. The
         less than truckload tons increased 11.8 percent compared to last year,
         while truckload tonnage increased by 8.4 percent. Revenue per ton
         increased two-and-a-half percent. LTL rates increased 1.9 percent and
         truck load rates increased 5.6 percent.

         Roadway Express's operating expenses were $679.3 million, an
         increase of 82.2 million or 13.8 percent compared to last year. Roadway
         Express's operating margin increased by two-tenths of a point, as the
         operating ratio decreased to 98.3 compared to a 98.5 a year ago.



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         Salaries, wages and benefit costs decreased by 2.1 operating ratio
         points. This improvement was seen in all salary and direct wage
         categories, as a significant increase in business levels coupled with
         ongoing cost control drove increased efficiencies through the
         operation. Total benefit cost as a percent of revenue declined slightly
         in spite of 116 percent or $3.6 million increase in the cost associated
         with the company sponsored pension plan.

         Total operating supplies and expenses increased by 1.1 operating
         ratio points. Total costs added six-tenths -- terminal costs added
         six-tenths of a point to our operating ratio and fuel accounted for
         one-third of this increase. The 1.4 operating ratio point increase in
         purchase transportation costs consists of increased use of rail along
         with other inter motile services. Rail miles increased 24 percent
         representing 26.7 percent of line haul miles, versus 23.8 percent of
         line haul miles in the prior year.

         Insurance and claims cost as a percent of revenue were unchanged at
         two percent. The decline and depreciation expense as a percent of
         revenue reflects the increased use of existing capacity arising from
         the significant growth in business levels.

         Turning to New Penn, New Penn's revenues were $50.4 million compared to
         $49.6 million in the second quarter of last year, an increase of 1.6
         percent. Tonnage levels were 1.2 percent below last year, while revenue
         per ton increased by 2.8 percent versus the second quarter of 2002. The
         operating ratio of New Penn for the quarter was an 88.8, unchanged from
         last year. Salary, wage, and benefit costs, were 64.8 percent of
         revenue, compared to 66 percent of revenue in 2002, and operating
         supplies and expenses increased 14.4 percent of revenue, an increase of
         2.4 points compared to last year.

         These cost increases are principally the result of higher fuel cost,
         tolls and certain corporate expenses. Operating income at New Penn was
         $5.6 million, 1.6 percent higher than last year. In looking at the
         year-to-date numbers, consolidated revenues for the second -- for the
         first two




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         quarters of 2003, were $1,496,000,000. That's 19.2 percent higher than
         last year. Operating expenses were $1,458,000,000, an increase of 17.9
         percent compared to last year. Consolidated operating margin was 2.5
         points, with an operating ratio of a 97.5 compared to a 98.5 in 2002.

         Income from continuing operations was $37.8 million, an increase of 104
         percent, or $19.3 million versus last year.

         Net other expense is $12.8 million, primarily related to interest
         expense of 9.9 million and amortization of cost associated with the
         financing of the acquisition of New Penn. Income from continuation
         operations before income tax was $25 million compared to $4.9 million
         last year. The effective tax rate on a year-to-date basis was 42
         percent.

         Income from continuing operations was $14.5 million or 76 per share
         compared to $2.8 million or 15 cents per share last year. Year-to-date
         net income was 14.3 million versus 3.9 million for the same period last
         year. And diluted earnings per share on a year-to-date basis is 75
         cents contrasted to 21 cents in 2002.

         Turning to the balance sheet, our cash position at the quarter's end
         was $126 million an increase of $19 million when compared to December
         31st, 2002. Accounts receivable make up $215 million, the majority of
         current assets. Current liabilities are $352 million consists
         principally of normal trade payables, salaries, wage and benefit
         accrual. Shareholder's equity with $418 million, an increase of 7.8
         percent when compared to the prior year end.

         Year-to-date cash flows from continuing operations were $18.4 million.
         Investing activities included net capital expenditures of $20.7
         million. And cash proceeds from the first quarter sale of (Arnold
         Transportation) services totaling $47 million. Financing activities
         used cash of $26.6 million, primarily related to the repayment of
         long-term debt.





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         Looking forward for 2003, capital expenditures for the year are
         expected to be 95 and $105 million, and broken down as follows. Revenue
         equipment, 34 percent, real estate 36 percent. Information systems 20
         percent. And all other 10 percent.

         Turning to our outlook for 2003 results, we anticipate revenue growth
         in the third quarter of 2003 to be between 11-and-a-half and
         12-and-a-half percent. And earnings per share from continuing
         operations are expected to be in the range of 60 to 70 cents compared
         to 33 cents for the same period a year ago.

         For full year 2003, we anticipate revenue growth to be between
         eight-and-a-half and nine-and-a-half percent and earnings per share
         from continuing operations are expected to be in the range of $2. 36 to
         $2.66 -- $2.60 excuse me, compared to a $1.85 in 2002. The fourth
         quarter 2003 year-over-year comparisons will be more difficult as the
         impact of the Consolidated Freightways closure was all ready included
         in the fourth quarter of 2002. And the period will have four less
         working days than the second half of last year.

         Some factors that could impact our future performance and cause our
         anticipated results to differ from our current expectations include the
         state of the economy, the impact of competition and other unforeseen
         events. We will update our guidance only if we determine our future
         results will be materially different from our current expectations.

(John Hyre):  We'll now open to a question-and-answer session.

Operator: Again if you wish to ask a question, you may press star and the number
         one on your touch-tone phone. If you are in the question queue and no
         longer wish to ask your question, simply press star then the number
         nine. We'll pause a moment.

         Your first question comes from (Ed Wolfe) with Bear Stearns.




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(Ed Wolfe): Yes, hey, Dawson, can you tell us what the revenue per 100
         weight net of fuel surcharge was for LTL and truckload?

J. Dawson Cunningham: I don't have that handy, but the fuel surcharge was
         writer increase for the quarter somewhere in the -- I don't really have
         that broken out. I think it's up over last year, but certainly declined
         from where we were in the first quarter, a substantial decline in the
         fuel surcharge.

(Ed Wolfe): But it is safe to say LTL was negative net of the surcharge
         revenue for ...

J. Dawson Cunningham:  No, not at all.

(Ed Wolfe):  OK.  Can we get that from you offline later on?

J. Dawson Cunningham: We can work on that. I'm not -- obviously I'm not in
         Akron right now.

(Ed Wolfe): Yes. OK. Just in terms of the way the quarter progressed and
         the way it feels in early July, is there any signs that either yields
         are firming up as, you know, everyone's announcing new rate increases.
         I know they haven't gone in to effect yet. Or that tonnage is
         improving? Is there anything sequentially, you know, year-over-year
         that we've seen in July or June.

Jim Staley: I spoke in the prior call that we really couldn't speak to an
         improvement in business levels. Pretty flat, but certainly some reason
         for optimism just given the press. On the rate levels, I think
         following our pre announcement, I think that our rates have firmed, not
         improved but certainly looked to that to set the stage for significant
         second half improvement post implementation of our July 14th rate
         increase.




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 40


(Ed Wolfe): OK. And I mean how do you explain why Yellow, you know, their
         body language and their comments are so optimistic versus what you're
         saying. Is it just simply manufacturing versus retail mix? Or is there
         more to it than that?

J. Dawson Cunningham: Our discussions with them, recently, have been
         focused on other issues.

(Ed Wolfe): I'll try -- you know, I figured this was a separate conference
         call, so I'm trying to keep the questions separate.

Jim Staley: They're kind of hanging around, so we've got to watch what we
         say.

(Ed Wolfe): Let me ask you a question, you know, related to the merger, you
         guys have these shorter three reporting periods, the first three
         quarters, and the long fourth quarter. Is that going to change under
         the merger? And does that present any kinds of issues either for
         customers from a way you take your rate increase perspective? Or from
         an accounting perspective how you do your quarter end?

         Well our accounting periods have nothing to do with how we treat
         our customers, they don't care about our calendar. I think it's a
         reasonable expectation that we'll match up with the calendar quarter.
         That's certainly one thing I woke up to the nightmare, it will just --
         it's not an issue really. It's something that will take a little
         effort, but something that I expect that we will blend those two
         things. And most likely go to a calendar.

(Ed Wolfe): Yes, you know, when you look at your revenue is up six percent
         year-over-year but your margins are kind of flat year-over-year, why
         aren't we seeing some of this leverage come to the bottom line?

J. Dawson Cunningham: Well revenues -- what number are you talking about
         on revenue?





                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 41


(Ed Wolfe):  Total operating revenue of 741 million.

J. Dawson Cunningham:  Well that's not more than six percent.

(Ed Wolfe): But your AR was relatively flat year-over -- I mean, you know,
         11 percent, 12 percent fine that makes the point even more so versus,
         you know, the margin kind of ...

J. Dawson Cunningham: I just wanted to make sure I understood what you
         were asking.

(Ed Wolfe): We're getting a higher revenue base, but we're not seeing that
         utilization.

J. Dawson Cunningham: Obviously, we've grown the tonnage, and we haven't
         seen, as we indicated in our earlier release that we'd seen pricing
         pressure and that some mix changes that were putting some pressure on
         the margin. And that's basically what we're focused on addressing
         currently as we move forward. Both with this rate increase, and as we
         look at the mix of business we're handling.

(Ed Wolfe): But the response I got, I thought, was pricing was modestly up net
         of fuel surcharge, the revenue is up. And then I guess the question
         that I'm trying to get at is why aren't we seeing just an improvement
         of utilization of, you know, more revenue through a fixed cost network
         as it goes from 85 percent utilized to 90 percent utilized. I would
         have thought we would see more margin improvement. A year ago, when
         (Con Freight) went out everybody was talking about, you know,
         incremental revenue having a 85 percent or a 90 percent operating
         ratio. And we just haven't seen that play out. I'm trying to understand
         is there something other than pricing that's afoot here? Is the (Con
         Freight) freights specifically not as profitable as you might have
         thought a year ago?




                                                              YELLOW CORPORATION
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                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 42


J. Dawson Cunningham: You know, that is all an element of pricing as I
         would look at that. But I think you also have, you know, the extra
         pension expense in there this quarter, as a result of the plan. That
         was $3.6 million increase. And, you know, I would attribute to exactly
         what we've discussed before, and that's the pricing.

(Ed Wolfe): The pension. And I'm guessing also the increased cost from the
         labor contract starting April first?

J. Dawson Cunningham: Well that's -- yes, that's in there versus last
         year, absolutely, the (wave fortune) of that. And then we had the
         benefit increase that took place last August that is on a
         year-over-year comparison in there at this point also in the quarter.

(Ed Wolfe):  I see it grandfathers on is it August first?

J. Dawson Cunningham: It will. Yes, the increase this year will be August
         first, it was last year which was in less than a 12 month cycle, but
         we're on a 12 month cycle by moving it from April to August.

(Ed Wolfe):  And how much is the increase on August first this year?

J. Dawson Cunningham: It's in the neighborhood of 60 or 65 cents an hour
         for wages and benefits.

(Ed Wolfe):  On a base of what?

J. Dawson Cunningham: Well on a combined -- I'm sorry not wage, but for
         benefit? The benefit number is right around (850) I think an hour.

(Ed Wolfe):  OK.






                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
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                                                           Confirmation # 754635
                                                                         Page 43


J. Dawson Cunningham: And the wage piece is, you know, in the neighborhood
         of 19. And the wage component was right around two percent.

(Ed Wolfe):  OK.  Thank you.  That's very helpful.  Thanks for the time.

Operator:  Your next question comes from (Ken Heckster) with Merrill Lynch.

(Ken Heckster): I just wanted to follow up on (Ed's) question there, it
         seems like your fuel surcharge was up about nine tenths of a percentage
         from the numbers on the Web site, year-over-year. And that means real
         prices were up about one percent at the LTL sector, and obviously
         that's down. So I just want to clarify that what (Jim) said there that
         you are still going to see based on the rate increase, because again
         the rate increase seems to be about the same time calendar last year,
         you see a positive net of fuel surcharge rate increase in the second
         half of the year?

J. Dawson Cunningham:  Yes.

(Ken Heckster): OK. And expanding one based on the three percent rate
         increase that's been listed versus the one percent that we're seeing
         right now?

J. Dawson Cunningham: We certainly expect to have a meaningful impact on
         revenues from that implementation on that rate increase.

(Ken Heckster): All right, and Dawson on the revenue growth numbers that you
         gave before, does that include any of the impacts from the transaction?
         Or is that on a pure Roadway?

J. Dawson Cunningham: We're discussing Roadway Corporation's results, and
         our expectations of Roadway Corporation through the end of the year. So
         it has not impact of the transaction.




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 44


(Ken Heckster): OK. And then just one last one is if I look at the -- just
         because Jim had mentioned before and I brought it up again that the mix
         between retail and manufacturing seems to be about 50-50 at Roadway, is
         that correct? And then, if so, I understand that retail seems to be a
         bit soft, that's what Jim clarified earlier, is -- are you seeing
         anything on the manufacturing side as to what Yellow is referring to?
         Or are you seeing flatness across both business lines?

J. Dawson Cunningham: Well we're certainly seeing retail being softer than
         the manufacturing side.

(Ken Heckster): Are you seeing any rebound in the manufacturing cut? Or is
         it weak as well?

J. Dawson Cunningham: We haven't seen any. At this point, I haven't seen
         any significant manufacturing changes.

(Ken Heckster):  OK.  Great.  Thank you.

J. Dawson Cunningham:  OK.  You're welcome.

Operator:  Your next question comes from (John Barnes) with Deutsche Bank.

(John Barnes):  Hi, guys.

J. Dawson Cunningham:  Hi, (John).

(John Barnes): Real quick, there were a couple of more smaller LTL failures
         in the northeast in the last 60 days, 90 days, and I know that means
         the conditions up here are god-awful, but has New Penn seen any kind of
         improvement in traffic just given this -- you now, some of the exodus
         of capacity out of this region.




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 45


J. Dawson Cunningham: I'd say it has been marginal at this point. I think
         what we really saw in new Penn's operation was a little better pricing
         than we've seen in the prior year.

(John Barnes): OK. But still kind of flattish on volume, or weak on volume
         but a little bit better pricing.

J. Dawson Cunningham: Yes, they were down a little bit in the quarter on
         volumes, a little over one percent.

(John Barnes): Jim, if you're still around, the last time we spoke you had
         indicated some of the pricing issues with some of the business that you
         brought in from CF, you were working aggressively, you know, with the
         sales people at trying to reprice some of that business, to correct
         some of the decisions that had been made. And I'm just kind of curious,
         are you beginning to see any success along those lines yet so far in
         the third quarter?

Jim Staley: (John), there were several factors that I pointed regarding the
         pricing environment when we spoke which was what early June, I guess.
         And I think at Roadway Express they have identified the issues that
         they need to deal with. I think they have everybody focused on those
         issues. I wouldn't attribute all of it to mispricing or any significant
         portion of it to mispricing, CF freight. I think we just had more
         pricing activity in the marketplace and less restraint that we've had
         in the past, because of the continuing economic softness. But everybody
         has acknowledged that. You've seen other carriers acknowledge that. And
         I think there's a recommitment and it's evident in the earlier than
         last year, certainly in our case, rate increase. Our rate increase will
         be effective July the 14th. Last year it was effective August the
         fourth.

         And as I said, we are committed to compensatory pricing in the
         marketplace. And I think our brethren in the marketplace are as well.





                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 46


(John Barnes): OK. All right, and lastly, we talked a lot on the prior call
         to the Yellow calls about (Meridian IQ). We didn't hit a lot of the
         other things that you guys had been doing and namely, you know, some of
         the joint venture that you're involved with on the air freight
         forwarding side and that type of thing. Just out of curiosity, I mean
         do you think that just kind of folds over and you'll continue to put
         some emphasis on those product offerings?

Jim Staley: We will. We've certainly had not discussion with Bill or the
         people at Yellow about (Integress) which is our air freight offering
         Roadway Air. And the other specialized products that we have, there's
         opportunities for us to at least better utilize equipment in some cases
         and some of the other resources we have. So that is some of the stuff
         on the margin ((inaudible)) that Bill was talking about. But we will
         continue to offer our time critical services and our air freight
         services as you noted now.

(John Barnes): OK. Again, guys, congratulations today. And I look forward to
         seeing you this afternoon.

J. Dawson Cunningham:  Thank you.

Jim Staley:  Thanks, (John).

Operator:  Your next question from (Greg Burnes) with JP Morgan.

(Greg Burnes): Hi, guys. I'm just wondering, what percent of your business
         right now is contractual? And not just sort of locked in from getting
         marked up on your rate increase, I guess that's the first one.

J. Dawson Cunningham: We're running right around 50 percent that would be
         contractual. It doesn't mean that, you know, those are over the course
         of the year. Probably by the middle of the year



                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 47


         we have about 60 percent of the increases in place. So another 40
         percent fall under the last half.

(Greg Burnes): OK. Fifty percent gets priced up immediately. And then another
         50 percent gets priced in the following five months or so, is that the
         way to look at it?

J. Dawson Cunningham: No. It's 50 percent gets priced up -- is impacted by
         the general rate increase of the current time. And roughly, the other
         half is impacted over the next 12 months, of which 40 percent of that
         will come up for bid here in the last half of the year.

(Greg Burnes): OK. And going to the CF business, I guess my questions are,
         you know, I think you guys have made comments that some of that
         business is still moving around. And I'm also wondering whether that
         was -- some of those larger accounts were locked up under contract? Or
         essentially how much scope you have on some of that, what most people
         call low margin business to reprice it, I guess.

J. Dawson Cunningham: Well always have the ability in negotiations to deal
         with how we want to price that whether it be the account as a hole or
         specific business or lanes with larger accounts. And some of that is
         ongoing even with larger accounts. Some of that business is bid over
         the course of the year, not necessarily all at one time. And we have
         the ability to work with them both on the pricing side and on the cost
         avoidance side on that on an ongoing basis. So, you know, the business,
         I think, can be managed from that standpoint, even it's not at a
         re-negotiation point.

(Greg Burnes): And I guess just one final question on this, and obviously no
         one had a crystal ball and could project where the economy was going at
         that point in time when CF happened. But I'm wondering whether you have
         money losing accounts even on an incremental basis from the CF
         business? In other words, is all of that business profitable? Do you
         have any accounts that are actually losing money on even an incremental
         basis?




                                                              YELLOW CORPORATION
                                                       Moderator: Steve Bruffett
                                                          07-08-03/10:00 a.m. CT
                                                           Confirmation # 754635
                                                                         Page 48


J. Dawson Cunningham: Well, you know, we -- you know, our pricing system
         allows us to evaluate that. We have business that may be an account
         that's in that situation, but in fact, we have every expectation that
         we can make that be a contributor. Those are accounts we'll work with.
         Typically accounts that don't fall in to that category are ones that
         were more aggressive the next time we're in contract negotiations. So
         that's, you know, it's hard to say now what was CF business and what
         wasn't, I mean it's been a year almost. And, you know, certainly
         there's some business that all of us took on at that point in time,
         most of which I think we have. But it continues to move as it always
         has over a course of a year or several years rebid, finds a new home,
         some of it comes back. It's pretty much the nature of trucking.

(Greg Burnes):  OK.  Thanks a lot.

J. Dawson Cunningham: You're welcome. That's the last question. So we'd
         like to thank everyone for joining us today. And I realize that the
         earnings portion of this was probably kind of a tag along with the
         bigger story today, but we certainly look forward to the future and all
         of the opportunities that this merger will allow us to put in place.
         Thank you.

                                       END




                                BROAD STREET, INC

                   "YELLOW ROADWAY CORPORATION EMPLOYEE VIDEO"

                          CORRESPONDENT: LOGAN CRAWFORD

SIDE A
                           MALE VOICE:

                  During our presentation, we will make certain forward-looking
                  statements regarding our outlook on various matters, and our
                  plans for the transaction and combined company. Our outlook
                  and these forward-looking statements are subject to various
                  risk factors. We will try to highlight these risk-factors as
                  we make these forward-looking statements.

                  However the format of this presentation prevents a more
                  thorough discussion of these risk factors. For a full
                  discussion of these risk factors, please refer to both the
                  Yellow Corporation and the Roadway Corporation annual report,
                  10K, 10Q. And in particular the forward-looking disclosure in
                  the news release announcing the transaction.
                  (MUSIC)



SIDE A                                                                     PG. 2




                           LOGAN CRAWFORD:

                  Hi. I'm Logan Crawford. Yellow Corporation and Roadway
                  Corporation, two of the most widely recognized brand names in
                  the transportation industry, have announced that they've
                  agreed to merge. They will become the Yellow Roadway
                  Corporation. And in the big shipment, heavy freight segment of
                  the US Transportation Industry, they'll be the largest
                  transportation services provider.

                  It's a $966 million transaction with Yellow Corporation
                  acquiring Roadway Corporation for $48 per share in a 50/50
                  cash stock transaction. Joining me here today to discuss this
                  remarkable milestone in their company's growth is Bill
                  Zollars, the Chairman, President, and CEO of Yellow
                  Corporation and Jim Staley, the CEO of Roadway Corporation.
                  And Bill, let me start with you by asking you, what is the
                  significance of the announcement that you're making today?



SIDE A                                                                     PG. 3



                           BILL ZOLLARS:

                  Well, Logan, this an opportunity to bring together two great
                  companies, both with tremendous brand recognition in the
                  industry into one company that really will have the best of--
                  of both worlds. Really believe this is a one plus one equals
                  three kind of situation.

                           LOGAN CRAWFORD:

                  And Jim, let me ask you. This is-- really comes as a surprise.
                  So how does it affect the Roadway employees?

                           JIM STALEY:

                  Well, you're right, Logan. This is a surprise to the Roadway
                  employees, and I'm sure that a lot of our people are still
                  trying to absorb the significance of what has happened. And
                  admittedly-- I have had to deal with a lot of emotions as we
                  have worked our way through this process. I think that-- when
                  we take the time to reflect on what has happened in the past
                  and-- what the future can be going forward, and we work
                  through the emotional reaction that we would have



SIDE A                                                                     PG. 4

                  to the fact that Roadway, a very proud company with a 73 year
                  history has now been acquired-- I think we can look forward
                  with a lot of optimism about what this means.

                           BILL ZOLLARS:

                  Just to add to that, in many ways, it's going to be a lot of
                  change for the people at Roadway and for the people at Yellow
                  as well, and a big change in the marketplace. But in many
                  other ways, there won't be much of a change at all. We're
                  going to continue to invest and-- and build the brands in both
                  companies.

                  The vast majority of the employees in both companies won't see
                  much change in their day to day-- work lives. And most of the
                  customers-- will see very little change in-- in the way we do
                  business with either Roadway or Yellow. So even though this is
                  a big deal and a big change-- from a market standpoint in many
                  ways, there's not going to be a lot of change on the front
                  line where it all happens.



SIDE A                                                                     PG. 5

                           JIM STALEY:

                  It is reassuring to see the Roadway name preserved. There's a
                  lot of pride that goes down the highway when we see Roadway
                  trucks on the road. They've been there a long time. We will
                  continue to function as we have.

                           BILL ZOLLARS:

                  That's absolutely right, and I think-- it is important to
                  understand that there is just tremendous brand equity that's
                  been built. In total I guess we've got about 150 years in this
                  business between the two companies.

                           LOGAN CRAWFORD:

                  Let me ask you a question about timing. Why now?

                           BILL ZOLLARS:

                  Well, there are a number of things that-- really make the
                  timing right. The competitive situation in the marketplace is
                  one. We've also got the opportunity, I think to take advantage
                  of the economic recovery when it does start to materialize.



SIDE A                                                                     PG. 6




                  We're just at the beginning of a five year contract with the
                  Teamsters, so we've really got five years of good solid labor
                  foundation to build on. And the capital markets are probably
                  as good as they're ever going to get right now. So all of
                  those things I think add up to this being the right time to do
                  this.

                           JIM STALEY:

                  Let me say something about the-- the fact that we do have a
                  new five year agreement with the IBT. We made-- a point of
                  that when negotiations were concluded, that we were now
                  prepared to really move forward and take on the non-union
                  competition. And I think-- Bill at Yellow and me at Roadway,
                  we remain committed to that. We absolutely think this is the
                  way that we best attack the marketplace and take on non-union
                  competitors who have been a difficult force to deal with.

                           BILL ZOLLARS:

                  I couldn't agree more.



SIDE A                                                                     PG. 7




                           LOGAN CRAWFORD:

                  Both companies are already leaders. Fortune Magazine named
                  both companies to its Most Admired Company list. And both have
                  been recognized by CIO Magazine's top 100 in the world. How
                  will this acquisition make the new combined company even
                  stronger?

                           BILL ZOLLARS:

                  Well, it's going to allow us to do a much better job for our--
                  our customers. We're going to be able to spread-- the delivery
                  of-- of service improvements across a much bigger customer
                  base. We're going to be able to spread technology investment
                  across a much bigger customer base. All of that should result
                  in better service to our customers and a broader service
                  operating for those customers.

                           JIM STALEY:

                  We've had some preliminary discussion about synergy and-- and
                  that really deals with best practices that we have in place
                  in-- in each of the companies. We know some things that we do





SIDE A                                                                     PG. 8




                  very well. We know things that Yellow does very well. And the
                  strength of this combination will be to take those best
                  practices and put them in place. As Bill has said,
                  irrespective of-- of-- of where the work has been done in the
                  past. And make sure that the customer is the true beneficiary
                  of this.

                           LOGAN CRAWFORD:

                  We'll come back to competitive advantages in a moment. But
                  first let's look at what this merger is going to mean for
                  employees. What's going to be different for them?

                           BILL ZOLLARS:

                  Well, in many ways-- not much will change. Particularly for
                  the employees that are in the field-- in a sales or operating
                  capacity. We're looking at the synergy as Jim referred to,
                  primarily in the non-custom interface kinds of functions. And
                  as Jim also said, we're going to really base the decision on--
                  on where to combine-- on the basis of best practice and
                  expertise, rather than a particular location--



SIDE A                                                                     PG. 9




                  for those particular-- jobs to be done. So I think the
                  customer will see initially at least very little changing
                  and-- and the employee-base for the most part will see very
                  little change.

                           JIM STALEY:

                  It's important for-- our respective companies to be totally
                  focused on being successful, running the businesses as we have
                  run it over the past several years. And-- and just be focused
                  on serving the customer. We absolutely cannot lose focus and--
                  and lose sight of the customer. We've got to do the job that
                  we have been doing right along.

                           BILL ZOLLARS:

                  You know, we're all in-- in the service business at-- at
                  Yellow and Roadway. And in the service business, really, you
                  don't have a product that you can-- that you can put on the
                  table and talk about. The business you're in really creates
                  the service experience for the customer.

                  And if you do the job really well, they come



SIDE A                                                                    PG. 10



                  back. And if you don't do a good job, they-- they usually
                  don't. So Jim is absolutely right. Our number one job is to
                  focus on serving customers-- in the best way possible.

                           LOGAN CRAWFORD:

                  I know branding is very important. Tell me about some of the
                  brands.

                           JIM STALEY:

                  Both companies have valuable portfolios and brands. Under the
                  Yellow umbrella, you have Yellow transportation, Meridian IQ,
                  Yellow Technology, Megasist (PH) and such branded services as
                  Exact Express, Definite Delivery, and Yellow Global, just to
                  name a few. Under Roadway's umbrella are Roadway Express,
                  Rammer (PH) Expresslines, and New Pin Motor Express. We'll
                  continue to build and strengthen all those business within the
                  separate companies.

                           BILL ZOLLARS:

                  The important point here-- is that we're going to continue to
                  invest in all of those brands at both Yellow and Roadway, and
                  continue to build those



SIDE A                                                                    PG. 11




                  brands as we go forward.

                           LOGAN CRAWFORD:

                  Now, Bill, will there be a need to cut jobs as you make the
                  combined company more profitable?

                           BILL ZOLLARS:

                  Not much impact on-- on the total job population for either
                  company, and where there will be an impact, it will be on
                  the-- on the backroom kinds of functions.

                           LOGAN CRAWFORD:

                  And what will happen to headquarters locations?

                           BILL ZOLLARS:

                  The headquarters for Yellow/Roadway will-- will stay in-- in
                  Overland Park, Kansas. But Akron will continue to be an
                  operations center for the company. Still have a very-- high
                  presence and still be a center of-- of most of what goes on at
                  Roadway.

                           JIM STALEY:

                  I know that-- both of our companies are-- critical components
                  of the communities in which they operate. Certainly I know how
                  much Roadway





SIDE A                                                                    PG. 12



                  means to the Akron community, and-- and I want to assure our
                  employees in Akron and the residents of Akron that we will
                  have a-- a strong presence in Akron. Continuing presence.

                  Both at our distribution center in Copley and also at the
                  corporate office in Akron. There will still be a tremendous
                  amount of work being done there. That's where the operations
                  of the company will continue to report. And-- I think that
                  will be the same situation in Overland Park.

                           LOGAN CRAWFORD:

                  Right. Now both Yellow Corporation and Roadway Corporation are
                  union companies. Will that change in any way?

                           BILL ZOLLARS:

                  No, that's not going to change in any way. Both companies
                  share the tradition of being Teamster companies, a heritage
                  we're committed to continue. We're going to give our employees
                  stable work environment with avenues for job growth.



SIDE A                                                                    PG. 13



                           LOGAN CRAWFORD:

                  Some of the employees of the two companies are shareholders as
                  well. How will this affect them?

                           BILL ZOLLARS:

                  Well, we expect every shareholder to benefit from this merger.
                  Over time, individually, and we think this combination gives
                  them an opportunity to do even better.

                           JIM STALEY:

                  There is certainly a high degree of-- of shareholder
                  ownership-- within our employees-- at Roadway. And they--
                  certainly will recognize that-- as the transaction is
                  concluded, there will be shareholders in the Yellow/Roadway
                  Organization.

                  So it's important that they recognize that the success of this
                  enterprise is very important to them financially. I know that
                  they will. And I know that they'll be committed to it. But
                  they will be shareholders in a new company.



SIDE A                                                                    PG. 14

                           LOGAN CRAWFORD:

                  Bill, you mentioned before that making the company more
                  competitive was a driving force for this acquisition. How will
                  it benefit customers?

                           BILL ZOLLARS:

                  Customers should see-- a number of benefits from this
                  combination. First, as I mentioned earlier, we would be able
                  to spread improvements in service-- cost improvements required
                  to improve the service over a much broader customer base.
                  Technology investment-- ought to be leveraged much more
                  effectively as a result of-- of the larger company. So they
                  should see better service. They should see more capabilities,
                  and they should see better technology as a result of this
                  combination.

                           JIM STALEY:

                  A $6 billion company is well-positioned to deliver powerful
                  results for the customer. And-- and that's what our focus is
                  on. It is on being a successful organization that-- that is
                  absolutely focused on serving the customer.



SIDE A                                                                    PG. 15



                           LOGAN CRAWFORD:

                  Yellow acquiring Roadway. What do you say to the skeptics who
                  say, there must be winners and losers?

                           BILL ZOLLARS:

                  Logan, I think this is truly a win/win situation. I think it's
                  a victory for all of us. Uniting two strong companies with
                  shared values and common goals to strengthen our position in
                  the marketplace.

                           JIM STALEY:

                  And I think each company brings critical strengths. That's why
                  it is a victory for everyone at Yellow and Roadway.

                           LOGAN CRAWFORD:

                  As we finish up, is there anything either of you would like to
                  say? Like to add?

                           BILL ZOLLARS:

                  Well, I-- I would just like to thank the employees of both
                  companies for really putting us in a position to-- to combine
                  these two-- two great-- companies today. And also thank them
                  in



SIDE A                                                                    PG. 16




                  advance for all the hard work that-- is going to make this
                  company even greater and take us to the next level.

                           JIM STALEY:

                  I'd like to assure the Roadway employees that our strategy at
                  Roadway does not change. The things that you've been working
                  on that have been important to the success of your facilities
                  will continue to be important. We all need to recognize that
                  this is an opportunity. Unsettling though it is, we really do
                  have a chance here to create the future.

                  We've talked a lot about the engagement of the Roadway
                  employee. We've talked about our focus on the customer. That
                  won't change. That will just make this Yellow/Roadway
                  Organization that much stronger. I hope that the Yellow people
                  can learn a lot from the Roadway people. And I think that the
                  Roadway people can learn a lot from the Yellow people.



SIDE A                                                                    PG. 17


                  We really do have an opportunity to create a great company
                  that's-- well capable of competing with anybody that's in the
                  marketplace. So I challenge the Roadway team to rise to the
                  occasion as you've always risen to the occasion. I will be
                  there to support you ever step of the way, and I look forward
                  to your support.

                           LOGAN CRAWFORD:

                  So what do you view as the bottom line here?

                           JIM STALEY:

                  Increased scale and greater efficiencies.

                           BILL ZOLLARS:

                  Long term growth and financial strength.

                           JIM STALEY:

                  It's great news for employees, for shareholders, and for
                  customers.

                           BILL ZOLLARS:

                  The right strategy, the right partner, the right brands, at
                  the right time.

                           LOGAN CRAWFORD:

                  Jim, Bill, thank you so much for being here with me today. And
                  congratulations on an




SIDE A                                                                    PG. 18


                  extraordinary step forward. And all the best to everyone at
                  the new Yellow/Roadway Corporation.

                           BILL ZOLLARS:

                  Thanks, Logan.

                           JIM STALEY:

                  Thank you.

                           LOGAN CRAWFORD:

                  Absolutely.

                           BILL ZOLLARS:

                  Thanks, Jim.

                           JIM STALEY:

                  Thank you, Bill. (MUSIC)

                           * * *END OF SIDE A* * *

                           * * *SIDE B BLANK* * *

                           * * *END OF TRANSCRIPT* * *