CERTIFICATE OF INCORPORATION
(As amended through April 25, 1996)
FIRST: The name of the corporation is Yellow Corporation.
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange
Street in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at
such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may
now or hereafter be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of capital stock of all classifications which the Corporation shall have
authority to issue is One Hundred Twenty Five Million (125,000,000) shares, consisting of One Hundred Twenty
Million (120,000,000) shares of Common Stock having a par value of $1 per share and Five Million (5,000,000)
shares of Preferred Stock having a par value of $1 per share.
(a) Shares of the Preferred Stock may be issued in one or more series at such time or times and for such
consideration or considerations as the Board of Directors may determine. All shares of any one series shall be of
equal rank and identical in all respects.
(b) Authority is hereby expressly granted to the Board of Directors to fix from time to time, by resolution or
resolutions providing for the issue of any series of Preferred stock, the designation of such series and the powers,
CERT. OF INC. YELLOW CORPORATION PAGE 1
preferences and rights of the shares of such series, and the qualification, limitations or restrictions thereof,
including the following:
(1) The number of shares constituting that series and the distinctive designation of that series;
(2) The dividend rate on the shares of that series and the time of payment thereof, whether dividends shall be
cumulative, and if so, the date or dates which any cumulative dividends shall commence to accrue, and the
relative rights of p