Yellow / Roadway. Change of Operati ons (Artic le 5 & Artic le 8, Secti on 6) JAN Yellow / Roadway. This chan ge of oper atio ns

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1 Yellow / Roadway This chan ge of oper atio ns Completes the consolidation of seniority rosters into a common seniority list. Includes all remaining locations not previously implemented. Will be implemented on a single day. Includes zip code realignment. Allows Yellow / Roadway to effectively complete the process of merging into a single carrier. Change of Operati ons (Artic le 5 & Artic le 8, Secti on 6) JAN 2009 Yellow / Roadway 12/30/2008 1

2 December 22, 2008 Mr. James P. Hoffa President, IBT 25 Louisiana, Ave., NW Washington, DC Mr. Jim Roberts President, TMI 566 El Dorado, Suite 101 Pasadena, CA Gentlemen, Yellow / Roadway is requesting a special Multi-Region Change of Operations hearing on January, 2009 in accordance with Article 5 & Article 8 Section 6 of the current NMFA. This Change of Operations request is the Cutover Change that completes the process Yellow/Roadway merging into a single carrier. This proposed Change of Operations is in compliance with the provisions of the current NMFA, applicable supplements and agreements and involves the Central, Eastern, Southern and Western Regions. Company representatives have personally met with National Freight Director Tyson Johnson, Assistant National Freight Director Gordon Sweeton and their representatives and have had numerous telephone conversations with them concerning issues and concerns about this proposed Change of Operations. Sincerely, Lamar Beinhower Roadway VP Labor Relations Southern Region CC Mr. Tyson Johnson IBT VP, National Freight Director 1007 Jonelle St. Dallas, TX Mr. Walt Lytle Central Region of Teamsters W. Higgins Rd. Suite 724 Rosemont, IL Mr. Robert Paffenroth Western Region of Teamsters 379 W. Valley BLVD Rialto, CA Mr. Leo Deaner 25 Louisiana Ave., NW Washington, DC Mr. Gordon Sweeton IBT PO Box 1299 Joplin, MO Mr. Ernie Soehl Eastern Region of Teamsters 25 Louisiana Ave., NW Washington, DC Mr. Ken Bryant Southern Region of Teamsters 1007 Jonelle St. Dallas, TX Mr. Pat Flynn International VP 4217 Halsted Street Chicago, IL /30/2008 2

3 GENERAL OPERATING STATEMENT Based on the current economic conditions it is imperative that operations of Yellow and Roadway be merged as quickly as possible to eliminate duplication and thus realize any cost efficiencies. As a result of the merger of Yellow and Roadway, this change of operations completes the merger into a single carrier. In doing so, the following locations will remain in the network as handling points (Breakbulks). New Network Breakbulk Locations Formally Roadway Harrisburg, PA; Cincinnati, OH; Chicago, IL; Valdosta, GA; Phoenix, AZ; Bloomington, CA; Portland, OR; Memphis, TN; Springfield, MO New Network Breakbulk Locations Formally Yellow Maybrook, NY; Buffalo, NY; Charlotte, NC; Atlanta, GA; Cleveland / Richfield, OH; Indianapolis, IN; Nashville, TN; Jackson, MS; St. Louis, MO; St Paul, MN; Kansas City, MO; Oklahoma City, OK; Dallas, TX; Denver, CO; Salt Lake City, UT; Tracy, CA; Los Angeles, CA; Coldwater, MI; Columbus, OH As a result of the merger of Yellow and Roadway, the following locations will close and remain as Service Centers in the network. Current Roadway Breakbulks - Closing Akron, OH; Atlanta, GA; Dallas, TX; Denver, CO; Houston, TX; Indianapolis, IN; Knoxville, TN; Richmond, VA; Rock Island, IL; Sacramento, CA; Salt Lake City, UT; South Bend, IL; St. Louis, MO; Stroudsburg, PA; Toledo, OH; Winston Salem, NC. As a result of the merger of Yellow and Roadway, Buffalo, NY, Columbus, OH, Meridian, MS and Nashville, TN will close entirely. Current Yellow Breakbulks - Closing Albuquerque, NM; Cincinnati, OH; Lancaster, PA; Memphis, TN; Portland, OR; Richmond, VA; San Antonio, TX; San Bernardino, CA; Shreveport, LA In addition to the Breakbulks listed above that will remain open, End of Line facilities that will operate in the new network after March 1, 2009are listed in Exhibit #1. Exhibit #2 lists all the terminals that will or have been closed on March 1, As a result of these closings and phases already implemented, zip codes have been realigned throughout the network to the remaining facilities. Terminals not impacted due to a previous phase are not included in this change. As a result of the merger of Yellow and Roadway, the following relay locations will remain in the network. New Network Relay Locations Formally Roadway Harrisburg, PA; Cincinnati, OH; Chicago, IL; Valdosta, GA; Phoenix, AZ; Bloomington, CA; Portland, OR; Memphis, TN; Springfield, MO; North Lima, OH 12/30/2008 3

4 New Network Relay Locations Formally Yellow Maybrook, NY; Buffalo, NY; Charlotte, NC; Atlanta, GA; Cleveland / Richfield, OH; Indianapolis, IN; Nashville, TN; Jackson, MS; St. Louis, MO; St Paul, MN; Kansas City, MO; Oklahoma City, OK; Dallas, TX; Denver, CO; Salt Lake City, UT; Tracy, CA; Los Angeles, CA; Coldwater, MI; Columbus, OH; Portage, WI; Albuquerque, NM As a result of the merger of Yellow and Roadway, the following relays will close. Current Roadway Relays - Closing Akron, OH; Atlanta, GA; Dallas, TX; Denver, CO; Houston, TX; Indianapolis, IN; Knoxville, TN; Meridian, MS; Richmond, VA; Rock Island, IL; Sacramento, CA; Salt Lake City, UT; South Bend, IL; St. Louis, MO; Stroudsburg, PA; Toledo, OH; Winston Salem, NC. Current Yellow Relays - Closing Cincinnati, OH; Lancaster, PA; Memphis, TN; Portland, OR; Richmond, VA; San Antonio, TX; San Bernardino, CA; Shreveport, LA; Raphine, VA; Greenville, TN; Orland, CA In addition to the Relays listed above that will no longer operate in the new network, the end of line terminals that are closing where drivers were domiciled will also close. These facilities are listed in Domiciled Driver Exhibit. Maintenance, Clerical, and Janitor Impacts as a result of the merger are described in Maintenance, Clerical, and Janitor Exhibits. This change of operations is filed in accordance with Article 5 and Article 8 section 6 of the NMFA. All employees will be dovetailed in accordance with their present bidding seniority. Any disputes regarding seniority will be handled by the change of operations committee. The Company agrees that nothing in this proposed Change of Operations is intended to violate and/or alter the provisions of the NMFA or the applicable supplemental agreements. The Company will operate in accordance with DOT rules and regulations and current hours of service provisions. Where applicable, an employee that transfers under this Change will not lose earned vacation, in accordance with the letter of understanding entered into by the Southern Region OTR Negotiating Committee dated July 27, Health, Welfare and Pension shall continue to be paid to the appropriate trust funds that they were paid into immediately prior to the time a successful bidder relocates. Successful bidders shall be dovetailed in accordance with their current bidding seniority date, excepting those successful bidders to the local 710 Chicago, IL common dock/yard seniority list, in which case they shall be entailed. Any relocation of employees will be handled in accordance with the contract. 12/30/2008 4

5 CENTRAL REGION LOCAL UNIONS 67 locals Teamster Local Union No Miller Road Kalamazoo, MI Teamster Local Union No Grant Street Akron, OH Local #40 P.O. Box 3652 Mansfield, OH Teamster Local Union No Yout Street Racine, WI Teamster Local Union No Taylor Boulevard Louisville, KY Teamster Local Union No Oak Road Cincinnati, OH Teamster Local Union No Shelby Street Indianapolis, IN Teamster Local Union No Ann Arbor Road Jackson, MI Teamster Local Union No West Bluemound Road Milwaukee, WI Teamster Local Union No. 236 P.O. Box 7454 Paducah, KY Teamster Local Union No East Division Springfield, MO Teamster Local Union No East Hickory Street Decatur, IL Teamster Local Union No North Greenbay Road Waukegan, IL Teamster Local Union No South Dort Highway Flint, MI Teamster Local Union No South Hawley Street Toledo, OH Teamster Local Union No N. Neil Street Champaign, IL Teamster Local Union No Emanuel Cleaver II Boulevard Kansas City, MO Local # North Illinois St. Swansea, IL Teamster Local Union No Ninth Street SW Canton, OH Local University Ave. West St. Paul, MN Teamster Local Union No th Street, SE Rochester, MN Teamster Local Union No NE I-55 Frontage Road Joliet, IL Local # 215 P.O Box 1040 Evansville, IN Local # 238 (Burlington IA) 5000 J Street S W Cedar Rapids, IA Teamster Local Union No Trumbull Avenue Detroit, MI Teamster Local Union No Trumbull Avenue Detroit, MI Teamster Local Union No Eleventh Street Rockford, IL Teamster Local Union No Trumbull Avenue Detroit, MI /30/2008 5

6 Teamster Local Union No West Water Street Port Huron, MI Teamster Local Union No East Edison Road South Bend, IN Teamster Local Union No Teamsters Drive Youngstown, OH Local # Superior Ave. Cleveland / Cleveland / Richfield, OH Teamster Local Union No Cass Street Fort Wayne, IN Local # South 90 St. Omaha, NE Local # Executive Dr. Lansing, MI Teamster Local Union No North Perry Street Pontiac, MI Local # North Allen Road Peoria, IL Local #346 P. O. Box Duluth, Minnesota Teamster Local Union No nd Street W Rock Island, IL Local # Eastern SE Grand Rapids, MI Local # East Rich Street, Suite 101 Columbus, OH Local # Bridgeview South Saginaw, MI Teamster Local Union No Center Avenue Janesville, WI Local # Weldon Pkwy Maryland Heights, MO Teamster Local Union No Lackland Road, Suite A St. Louis, MO Local # Timber Run Road P.O. Box 2746 Zanesville, OH Local # Blue Sky Parkway Lexington, KY Local # 662 P.O. Box 86 Eau Claire, Wisconsin Teamster Local Union No Elizabeth Avenue St. Louis, MO Local N. Stoughton Rd. Madison, WI Teamster Local Union No West Jackson Blvd., Suite 700 Chicago, IL Teamster Local Union No North 30th Road La Salle, IL Teamster Local Union No Roosevelt Road West Chicago, IL Local # 688 (Quincy, IL) 2905 St. Marys Hannibal, MO Teamster Local Union No NE Sardou Avenue, Bldg 2 Topeka, KS Teamster Local Union No South Halsted Street Chicago, IL Local # North Conklin Sioux Falls, South Dakota /30/2008 6

7 Local # Cessna Street Wichita, Kansas Teamster Local Union No West Dunklin Jefferson City, MO Teamster Local Union No N Dirksen Pky Springfield, IL Teamster Local Union No Maiden Lane P.O. Box 1299 Joplin, MO Local #908 Box St. Johns Ave. Lima, OH Teamster Local Union No Emanuel Cleaver II Boulevard Kansas City, MO Local #957 P.O. Box Dayton, OH Teamster Local Union No Eastland Road, Suite 120 Brook Park, OH /30/2008 7

8 EASTERN REGION LOCAL UNIONS -58 locals Local # 22 (Danville, VA) P.O. Box 368 Collinsville, VA Local #29 29 Stoneridge Dr. Suite 207 Waynesboro, VA Teamster Local Union No Ford Street Lynn, MA Local # Sardis Road Ashville, NC Local # Southampton Road Philadelphia, PA Teamster Local Union No Metro Park Rochester, NY Local # 171 (Roanoke) 2550 W. Main Street Salem, VA Local # N. Main Street Scranton, PA Local # Brightridge Ave. East Providence, RI Local # Third Street Albany, NY Local # E. New Churchmans RD. New Castle, DE Local # Main Street Boston, MA Teamster Local Union No South Sixth Street New Bedford, MA Local # 71 P.O. Box Charlotte, NC Local # Ebony Road P.O. Box 180 Ebensburg, PA Local # SW Cutoff Worcester, MA Local # Staunton Avenue, S.W. South Charleston, WV Local # Butler ST. PO Box Pittsburgh, PA Teamster Local Union No Northgate Circle, Suite A New Castle, PA Local #317 P.O. Box Syracuse, NY Teamster Local Union No West Washington Avenue Pleasantville, NJ Local #340 P. O. Box 2290 So. Portland, ME Local # Englewood Buffalo, NY Local #391 P. O. Box Greensboro, NC Local # South Dukland St. Baltimore, MD Local # Hannah Ave. Norristown, PA Local # East 11 Street Erie, PA /30/2008 8

9 Teamster Local Union No South Washington Street Wilkes-Barre, PA Teamster Local Union No Wallace Street P.O. Box 1710 New Haven, CT Local # Williams Street Buffalo, NY Teamster Local Union No Crescent Street P.O. Box 485 Uncasville, CT Local # 509 (Columbia) 1213 State Street Cayce, SC Teamster Local Union No. 538 P.O. Box 128, R.D. #1 County Line Road Worthington, PA Local # Carolina Ave. Richmond, VA Local # 633 P.O. Box 870 Manchester, NH Teamster Local Union No Rahway Avenue Union, NJ Teamster Local Union No Britton Drive Bloomfield, CT Local # Baldwin St. Waterbury, CT Local # Howard Avenue Binghamton, NY Local # Front St. Hempstead, NY Local # N. Duke Street Lancaster, PA Local # Progress Ave. Springfield, MA Local # 445 P. O. Box 2097 Newburgh, NY Teamster Local Union No South Lee Street Cumberland, MD Teamster Local Union No North Delaware Avenue, Suite 301 Philadelphia, PA Local # E. Chemung PL. Elmira, NY Local # Summit Ave., Fifth Floor Union City, NJ Local # 597 PO Box 277, Quarry Hill Rd. South Barre, VT Teamster Local Union No Ames Place NE Washington, DC Local #653 4-A Hampden Drive South Easton, MA Local # Crescent Blvd. Collingswood, NJ Local # Elm St. Potsdam, NY Local # US Route #130, Suite B N. Brunswick, NJ Local # Beaver Street Milton, PA Local # Hamilton St. Allentown, PA /30/2008 9

10 Local # Jefferson St. Harrisburg, PA Local #822 PO Norfolk, VA Local # Remington Dr. Hagerstown, MD /30/

11 SOUTHERN REGION LOCAL UNIONS -26 locals Local # Dallas Drive Baton Rouge, LA Local # Old Hickory Blvd. Suite 8 Jackson, TN Teamster Local Union No Phoenix Avenue Fort Smith, AR Local # E. 2 nd St. Muscle Shoals, AL Teamster Local Union No Lane Avenue North Jacksonville, FL Local # West 11 th Street P O Box 1836 Tulsa, Oklahoma Local # Highway 11 - W Blountville, TN Local #577 PO Box 1609 Amarillo, TX Local # Roughrider San Antonio, TX Local # Lakewood Ave., S.W. Atlanta, GA Local # West Dixie Highway North Miami, FL Local # 886 P O Box Oklahoma City, Oklahoma Local # N. Sam Houston Pkwy.East Houston, TX Teamster Local Union No E. MLK Jr. Boulevard Tampa, FL Local #270 P O Box 3398 New Orleans, LA Local # North Kirkman Road Orlando, FL Local #480 PO Box Nashville, TN Local # Montclair Ave. Knoxville, TN Local # Lakewood Ave., SW Atlanta, GA Local # 568 P. O. Box 7805 Shreveport, LA Local # Bagby Drive, P.O. Box Birmingham, AL Local # E. Brooks Ave. Memphis, TN Local # Jonelle St. Dallas, TX Local #878 PO Box Little Rock, AR Local # Valley St. Jackson, MS Local # 991 S. Broad Street Mobile, AL /30/

12 WESTERN REGION LOCAL UNIONS -53 locals Local #2 PO Box 3745 Butte, MT Teamster Local Union No Everett Avenue Everett, WA Local # Oak Park Rd. Covina, CA Teamster Local Union No Hegenberger Road P.O. Box 2270 Oakland, CA Teamster Local Union No Harrison Street San Francisco, CA Local #104 P.O. Box Phoenix, AZ Teamster Local Union No East Parkway Sacramento, CA Teamster Local Union No Interurban Avenue S., Suite 301 Tukwila, WA Local #190 P.O. Box Billings, MT Teamster Local Union No South 3270 W Salt Lake City, UT Local # 231 P. O. Box H Bellingham, WA Local # N 4 th. St. San Jose, CA Teamster Local Union No Alhambra Avenue P.O. Box 3010 Martinez, CA Local # West Bunny Ave. Santa Maria, CA Teamster Local Union No Eliot Street Denver, CO Teamster Local Union No NE Andresen Road Vancouver, WA Local # W. Valley BLVD Rialto, CA Teamster Local Union No NE 162nd Avenue Portland, OR Teamster Local Union No "G" Street Bakersfield, CA Teamster Local Union No South Market Street Redding, CA Teamster Local Union No NE 162nd Avenue Portland, OR Teamster Local Union No Eastman Avenue, Suite B Ventura, CA Teamster Local Union No NE 162nd Avenue Portland, OR Teamster Local Union No NE 106th Avenue Portland, OR Local # East Main St. Centralia, WA Teamster Local Union No South 27th Street Tacoma, WA Teamster Local Union No Portland Road NE Salem, OR Local # Thirteenth St. Modesto, CA /30/

13 Teamster Local Union No West Olive Fresno, CA Local # N. 16 th Street, Suite 112 Boise, ID Teamster Local Union No S. Barranca Avenue, Suite 320 Covina, CA Teamster Local Union No Mission Gorge Place P.O. Box San Diego, CA Teamster Local Union No South Stanford Avenue Los Angeles, CA Teamster Local Union No Browning Avenue P.O. Box 3048 Salem, OR Local # W. Lincoln Ave Yakima, WA Teamster Local Union No W. Sylvester Street Pasco, WA Teamster Local Union No San Mateo Avenue San Bruno, CA Teamster Local Union No East Fifth Street Watsonville, CA Teamster Local Union No Lakeside Lane, Suite 2C Denver, CO Teamster Local Union No East Center Street P.O. Box 1085 Pocatello ID Teamster Local Union No East Fremont Street P.O. Box 1611 Stockton, CA Teamster Local Union No Balloon Park Road NE Albuquerque, NM Teamster Local Union No Gentry Way Reno, NV Local # Neotomas Ave. Santa Rosa, CA Teamster Local Union No North Lamb Street Las Vegas, NV Teamster Local Union No North Division, LL #103 Spokane, WA Teamster Local Union No Interurban Avenue, S., Suite 301 Tukwila, WA Teamster Local Union No South Oak Park Road, Suite 200 Covina, CA Local # N. Sanborn Rd. Salinas, CA Teamster Local Union No South Marks Way Orange, CA Teamster Local Union No Rogue Valley Highway, Suite 10 Central Point, OR Teamster Local Union No Durfee Avenue South El Monte, CA Teamster Local Union No Shadow Lane Las Vegas, NV /30/

14 Yellow / Roadway FACILTY CLOSINGS PRESENT OPERATION Yellow and Roadway currently operate as independent companies except as previously integrated in approved change of operations on November 11, 2008 and December 2, PROPOSED OPERATION As a result of the merger, the facilities in Exhibit #2 will close and the zip codes serviced by these terminals will be realigned to the remaining terminals shown in Exhibit #1. SERVICE CENTER LOCAL CARTAGE OPERATIONS Yellow / Roadway PRESENT OPERATION Service Centers currently operate within their respective company (Yellow and Roadway) each with a defined service territory. PROPOSED OPERATION As a result of the merger of Yellow and Roadway into a single carrier, the service territory will be redefined with the impact on local cartage shown in the attached Exhibits. ROAD OPERATIONS Yellow / Roadway PRESENT OPERATION Service Centers currently operate within their respective company (Yellow and Roadway) as provided for in prior Changes of Operations. Relay operations currently function within their respective company (Yellow and Roadway) as provided for in prior Changes of Operations. PROPOSED OPERATION As a result of the merger of Yellow and Roadway into a single carrier, the impact on the domiciled road drivers at Service Centers is shown in the attached Exhibit identified as EXHIBIT ROAD DRIVER IMPACT. As a result of the merger of Yellow and Roadway into a single carrier, the impact on the road drivers at Relay Operations is shown in the attached Exhibit identified as EXHIBIT ROAD DRIVER IMPACT. Primary operations as defined in the new network are listed in the attached Exhibit identified as EXHIBIT ROAD DRIVER PRIMARIES. Overlay road operations as defined in the new network are listed in the attached Exhibit identified as EXHIBIT ROAD DRIVER OVERLAYS where drivers are running into a Velocity Hub. 12/30/

15 CLERICAL OPERATIONS Yellow / Roadway PRESENT OPERATION Clerical functions at union locations currently operate as defined in agreements within their respective company (Yellow and Roadway) or as provided for in prior Changes of Operation. PROPOSED OPERATION As a result of the merger of Yellow and Roadway into a single carrier, the Yellow PACS data entry function will be eliminated. Where employees have been impacted as a result of this change, they have been incorporated and shown in the attached Exhibit identified as EXHIBIT OFFICE CLERICAL IMPACT. As a result of the merger of Yellow and Roadway into a single carrier, Roadway will move the regionalized customer appointments currently performed by the Customer Care Centers back to the local terminal. No employees are impacted as a result of this change. As a result of the merger of Yellow and Roadway into a single carrier, remote work for smaller terminals currently performed by larger locations will move back to the local terminal. No employees are impacted as a result of this change. As a result of the merger of Yellow and Roadway into a single carrier, the Yellow bill entry function will be eliminated with work moves being offered at a new billing center located in Topeka, KS. Where employees have been impacted as a result of this change, they have been incorporated and shown in the attached Exhibit identified as EXHIBIT - YELLOW BILL CONSOLIDATION IMPACT. As a result of the merger of Yellow and Roadway into a single carrier, the impact on the Clerical functions at union facilities is shown in the attached Exhibit identified as EXHIBIT - OFFICE CLERICAL IMPACT. Where facilities are lined up across from each other the work predominately follows from the losing to the gaining location. MAINTENANCE OERATIONS Yellow / Roadway PRESENT OPERATION Maintenance functions at union locations currently operate within their respective company (Yellow and Roadway) or as provided for in prior Changes of Operation. PROPOSED OPERATION As a result of the merger of Yellow and Roadway into a single carrier, the impact on the Maintenance functions at union facilities is shown in the attached Exhibit identified as EXHIBIT MAINTENANCE IMPACT. 12/30/

16 JANITOR OERATIONS Yellow / Roadway PRESENT OPERATION Janitor functions at union locations currently operate within their respective company (Yellow and Roadway) or as provided for in prior Changes of Operation. PROPOSED OPERATION As a result of the merger of Yellow and Roadway into a single carrier, the impact on the Maintenance functions at union facilities is shown in the attached Exhibit identified as EXHIBIT - JANITOR IMPACT. Summary of Labor Impacts by Classification Yellow / Roadway (Change in work) Classification Gains Loss Net Local Dock P&D Utility Transfer Dock Switch Road Driver Mechanic Clerks Billing Janitor TOTAL 5,549-6, /30/

17 TOLEDO, OH REGIONAL SERVICE CENTER LOCAL CARTAGE Toledo, OH currently serves as a Regional Service Center. Toledo, OH Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. ROAD Toledo, OH is an established over-the-road domicile with primaries as established by Toledo, OH road operation will be reduced with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Toledo, OH is an established maintenance operation as established by previous Changes of Operation. Toledo, OH maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. AKRON / CLEVELAND / RICHFIELD, OH REGIONAL SERVICE CENTER LOCAL CARTAGE Akron, OH currently serves as a Regional Service Center. Cleveland / Richfield, OH currently serves as a Regional Service Center. 12/30/

18 Roadway Akron, OH Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. Yellow Cleveland / Richfield, OH Regional Service Centers will operate as a Regional Service Centers in the new network absorbing freight handling functions from Roadway s Akron terminal. ROAD Akron, OH is an established over-the-road domicile with primaries as established by Cleveland / Richfield, OH is an established over-the-road domicile with primaries as established by Roadway Akron, OH road operation will be reduced. Cleveland / Richfield, OH road board will operate as the main relay in Northeast Ohio absorbing relay functions from Roadway s Akron relay with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Akron, OH is an established maintenance operation as established by previous Changes of Operation. Cleveland / Richfield, OH is an established maintenance operation as established by Akron, OH maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. Cleveland / Richfield, OH maintenance operation will absorb work from the Roadway Akron facility and gain as described in the attached Exhibit - MECHANICS. 12/30/

19 KANSAS CITY, KS REGIONAL SERVICE CENTER LOCAL CARTAGE Kansas City, KS currently serves as a Regional Service Center. Kansas City, MO currently serves as a Regional Service Center. Roadway Kansas City, KS Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. Yellow Kansas City, MO Regional Service Center will operate both as a Regional Service Center and a Service Center in the new network absorbing the freight handling functions from the Roadway Kansas City terminal. ROAD Kansas City, KS is an established over-the-road domicile with primaries as established by Kansas City, MO is an established over-the-road domicile with primaries as established by Roadway Kansas City, KS road operation will be reduced with primary runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. Yellow Kansas City, MO road operation will absorb the relay functions from the Roadway Kansas City, KS relay and operate with primary runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. 12/30/

20 CINCINNATI, OH REGIONAL SERVICE CENTER LOCAL CARTAGE Cincinnati, OH currently serves as a Regional Service Center. Cincinnati, OH currently serves as a Regional Service Center. Yellow Cincinnati, OH Regional Service Center will close and operate as a Service Center in the new network. Roadway Cincinnati, OH Regional Service Center will absorb the freight handling functions from the Yellow Cincinnati terminal. ROAD Cincinnati, OH is an established over-the-road domicile with primaries as established by Cincinnati, OH is an established over-the-road domicile with primaries as established by Roadway Cincinnati, OH road operation will absorb the relay functions from the Yellow Cincinnati relay and operate with primary runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Cincinnati, OH is an established maintenance operation as established by previous Changes of Operation. Cincinnati, OH maintenance operation will gain work as described in the attached Exhibit - MECHANICS. 12/30/

21 INDIANAPOLIS, IN REGIONAL SERVICE CENTER LOCAL CARTAGE Indianapolis, IN currently serves as a Regional Service Center. Indianapolis, IN currently serves as a Regional Service Center. Roadway Indianapolis, IN Regional Service Center will close and operate as a Service Center in the new network. Yellow Indianapolis, IN Regional Service Center will absorb the freight handling functions from the Roadway Indianapolis, IN terminal. ROAD Indianapolis, IN is an established over-the-road domicile with primaries as established by Indianapolis, IN is an established over-the-road domicile with primaries as established by Roadway Indianapolis, IN road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. Yellow Indianapolis, IN road operation will absorb the relay functions from the Roadway Indianapolis, IN relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Indianapolis, IN is an established maintenance operation as established by previous Changes of Operation. Indianapolis, IN is an established maintenance operation as established by previous Changes of Operation. 12/30/

22 Roadway Indianapolis, IN maintenance operation will be reduced as described in the attached Exhibit - MECHANICS Yellow Indianapolis, IN maintenance operation will gain work as described in the attached Exhibit - MECHANICS. ROCK ISLAND, IL REGIONAL SERVICE CENTER LOCAL CARTAGE PRESENT OPERATION Rock Island, IL currently serves as a Regional Service Center. PROPOSED OPERATION Rock Island, IL Regional Service Center will close and operate as a Service Center in the new network. ROAD PRESENT OPERATION Rock Island, IL is an established over-the-road domicile with primaries as established by PROPOSED OPERATION Rock Island, IL road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. PRESENT OPERATION None. NORTH LIMA, OH ROAD PROPOSED OPERATION As a result of the network realignments as described in this Change of Operations, North Lima, OH will be established as a road operation and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. 12/30/

23 PORTAGE, WI ROAD PRESENT OPERATION Portage, WI is an established over-the-road domicile with primaries as established by PROPOSED OPERATION As a result of the network realignments as described in this Change of Operations, Portage, WI will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MINNEAPOLIS / ST PAUL, MN REGIONAL SERVICE CENTER LOCAL CARTAGE PRESENT OPERATION Roadway Minneapolis / St. Paul, MN currently serves as a Regional Service Center. PRESENT OPERATION Yellow Minneapolis / St. Paul, MN currently serves as a Regional Service Center. Roadway Minneapolis / St. Paul, MN Regional Service Center will close and operate as a Service Center in the new network. Yellow Minneapolis / St. Paul, MN Regional Service Center will absorb the freight handling functions from the Roadway Minneapolis terminal and operate as a Regional Service Center in the new network. ROAD PRESENT OPERATION Roadway Minneapolis / St. Paul, MN is an established over-the-road domicile with primaries as established by PRESENT OPERATION Yellow Minneapolis / St. Paul, MN is an established over-the-road domicile with primaries as established by Roadway Minneapolis / St. Paul, MN road operation will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. 12/30/

24 Yellow Minneapolis / St. Paul, MN road operation will absorb the relay functions from the Roadway Minneapolis, MN relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. COLUMBUS, OH REGIONAL SERVICE CENTER LOCAL CARTAGE Columbus, OH currently serves as a Regional Service Center. Columbus, OH currently serves as a Service Center. Roadway Columbus, OH Regional Service Center will close as a Regional Service Center. Yellow Columbus, OH Regional Service Center will absorb the freight handling functions from the Roadway Columbus terminal and operate as both a Velocity and local Service Center in the new network. ROAD Columbus, OH is an established over-the-road domicile with primaries as established by Columbus, OH is an established over-the-road domicile with primaries as established by Roadway Columbus, OH road operation will close. Yellow Columbus, OH road operation will absorb the relay functions from the Roadway Columbus, OH relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Columbus, OH is an established maintenance operation as established by previous Changes of Operation. 12/30/

25 Columbus, OH is an established maintenance operation as established by previous Changes of Operation. Roadway Columbus, OH maintenance operation will close. Yellow Columbus, OH maintenance operation will absorb work from the Roadway Columbus facility and gain work as described in the attached Exhibit - MECHANICS. ST. LOUIS, MO REGIONAL SERVICE CENTER LOCAL CARTAGE St. Louis, MO currently serves as a Regional Service Center. St. Louis, MO currently serves as a Regional Service Center. Roadway St. Louis, MO Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. Yellow St. Louis, MO Regional Service Center will absorb the freight handling functions from the Roadway St. Louis, MO terminal and operate as a Regional Service Center in the new network. ROAD St. Louis, MO is an established over-the-road domicile with primaries as established by St. Louis, MO is an established over-the-road domicile with primaries as established by Roadway St. Louis, MO road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. Yellow St. Louis, MO road operation will absorb the relay functions from the 12/30/

26 Roadway St. Louis, MO relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS St. Louis, MO is an established maintenance operation as established by previous Changes of Operation. St. Louis, MO is an established maintenance operation as established by previous Changes of Operation. Roadway St. Louis, MO maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. Yellow St. Louis, MO maintenance operation will gain work as described in the attached Exhibit - MECHANICS. CHICAGO, IL REGIONAL SERVICE CENTER LOCAL CARTAGE Chicago, IL currently serves as a Regional Service Center. Chicago, IL currently serves as a Regional Service Center. PROPOSED OPERATION Roadway Chicago, IL Regional Service Center will operate as a Regional Service Center in the new network. Yellow Chicago, IL Regional Service Center will operate as a Regional Service Center in the new network. ROAD Chicago, IL is an established over-the-road domicile with primaries as established by Chicago, IL is an established over-the-road domicile with primaries as established by 12/30/

27 Roadway Chicago, IL road operation will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. Yellow Chicago, IL road operation will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. SPRINGFIELD, MO REGIONAL SERVICE CENTER LOCAL CARTAGE Springfield, MO currently serves as a Regional Service Center. Springfield, MO Regional Service Center will be reduced and operate as a Velocity Hub in the new network. ROAD Springfield, MO is an established over-the-road domicile with primaries as established by Springfield, MO road operation will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Springfield, MO is an established maintenance operation as established by previous Changes of Operation. Springfield, MO maintenance operation will gain work as described in the attached Exhibit - MECHANICS. 12/30/

28 COLDWATER, MI REGIONAL SERVICE CENTER LOCAL CARTAGE Coldwater, MI currently serves as a Velocity Hub. Coldwater, MI Velocity Hub will operate as both a Velocity Hub and a local Service Center in the new network. ROAD Coldwater, MI is an established over-the-road domicile with primaries as established by Coldwater, MI road operation will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Coldwater, MI is an established maintenance operation as established by previous Changes of Operation. Coldwater, MI maintenance operation will gain work as described in the attached Exhibit - MECHANICS. STROUDSBURG, PA REGIONAL SERVICE CENTER LOCAL CARTAGE PRESENT OPERATION Stroudsburg, PA currently serves as a Regional Service Center. PROPOSED OPERATION Stroudsburg, PA Regional Service Center will close and operate as a Service Center in the new network. 12/30/

29 ROAD PRESENT OPERATION Stroudsburg, PA is an established over-the-road domicile with primaries as established by PROPOSED OPERATION Stroudsburg, PA road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Stroudsburg, PA is an established maintenance operation as established by previous Changes of Operation. Stroudsburg, PA maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. HARRISBURG, PA REGIONAL SERVICE CENTER LOCAL CARTAGE Harrisburg, PA currently serves as a Regional Service Center. Harrisburg, PA currently serves as a Velocity Hub with no city operation. Harrisburg, PA Regional Service Center will absorb the freight handling functions from the Yellow Harrisburg, PA and Lancaster, PA terminals and operate as a Regional Service Center in the new network. ROAD Harrisburg, PA is an established over-the-road domicile with primaries as established by Harrisburg, PA is an established over-the-road domicile with primaries as established by 12/30/

30 PROPOSED OPERATION Roadway Harrisburg, PA road operation will absorb the relay functions from the Yellow Harrisburg, PA and Lancaster, PA relays and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Harrisburg, PA is an established maintenance operation as established by previous Changes of Operation. Harrisburg, PA is an established maintenance operation as established by previous Changes of Operation. Roadway Harrisburg, PA maintenance operation will absorb work from the Yellow Harrisburg and Lancaster facilities and gain work as described in the attached Exhibit - MECHANICS. Yellow Harrisburg, PA maintenance operation will close. LANCASTER, PA REGIONAL SERVICE CENTER LOCAL CARTAGE Lancaster, PA currently serves as a Regional Service Center. Lancaster, PA Regional Service Center will close and operate as a Service Center in the new network. ROAD Lancaster, PA is an established over-the-road domicile with primaries as established by Yellow Lancaster, PA road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. 12/30/

31 MECHANICS Lancaster, PA is an established maintenance operation as established by previous Changes of Operation. Yellow Harrisburg, PA maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. NEWBURGH/MAYBROOK, NY REGIONAL SERVICE CENTER LOCAL CARTAGE Newburgh, NY currently serves as a Velocity Center. Maybrook, NY currently serves as a Regional Service Center. Yellow Maybrook, NY Service Center will absorb the freight handling functions from the Roadway Newburg terminal and operate as a Regional Service Center in the new network. ROAD Newburgh, NY is an established over-the-road domicile with primaries as established by Maybrook, NY is an established over-the-road domicile with primaries as established by Yellow Maybrook, NY road operation will absorb the relay functions from the Roadway Newburgh relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Maybrook, NY is an established maintenance operation as established by previous Changes of Operation. 12/30/

32 Maybrook, NY maintenance operation will gain work as described in the attached Exhibit - MECHANICS. BUFFALO, NY REGIONAL SERVICE CENTER LOCAL CARTAGE Buffalo, NY currently serves as a Regional Service Center. Buffalo, NY currently serves as a Regional Service Center. Yellow Buffalo, NY Regional Service Center will absorb the freight handling functions from the Roadway Buffalo terminal and operate as both a Regional and local Service Center in the new network. ROAD Buffalo, NY is an established over-the-road domicile with primaries as established by Buffalo, NY is an established over-the-road domicile with primaries as established by Yellow Buffalo, NY road operation will absorb the relay functions from the Roadway Buffalo relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Buffalo, NY is an established maintenance operation as established by previous Changes of Operation. Buffalo, NY maintenance operation will close. 12/30/

33 WINSTON, NC REGIONAL SERVICE CENTER LOCAL CARTAGE Winston, NC currently serves as a Regional Service Center. Winston, NC Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. ROAD Winston, NC is an established over-the-road domicile with primaries as established by PROPOSED OPERATION Winston, NC road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Winston, NC is an established maintenance operation as established by previous Changes of Operation. Winston, NC maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. CHARLOTTE, NC SERVICE CENTER LOCAL CARTAGE Charlotte, NC currently serves as a Regional Service Center. Charlotte, NC Regional Service Center will operate as both a Regional and as a local Service Center in the new network. 12/30/

34 ROAD Charlotte, NC is an established over-the-road domicile with primaries as established by Charlotte, NC is an established over-the-road domicile with primaries as established by Roadway Charlotte, NC road operation be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Charlotte, NC is an established maintenance operation as established by previous Changes of Operation. Charlotte, NC maintenance operation will absorb work from the Roadway Winston facility and gain work as described in the attached Exhibit - MECHANICS. RICHMOND, VA SERVICE CENTER LOCAL CARTAGE Richmond, VA currently serves as a Regional Service Center. Richmond, VA currently serves as a Regional Service Center. Roadway Richmond, VA Service Center will close. Yellow Richmond, VA Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. ROAD Richmond, VA is an established over-the-road domicile with primaries as established by 12/30/

35 Richmond, VA is an established over-the-road domicile with primaries as established by Yellow Richmond, VA road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. NASHVILLE, TN REGIONAL SERVICE CENTER LOCAL CARTAGE Nashville, TN currently serves as a Regional Service Center. Nashville, TN currently serves as a Regional Service Center. Roadway Nashville, TN Regional Service Center will close. Yellow Nashville, TN Regional Service Center will absorb the freight handling functions from the Roadway Nashville terminal and operate as both a Regional and local Service Center in the new network... ROAD Nashville, TN is an established over-the-road domicile with primaries as established by Nashville, TN is an established over-the-road domicile with primaries as established by Roadway Nashville, TN road operation will close. Yellow Nashville, TN road operation will absorb the relay functions from the Roadway Nashville relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. 12/30/

36 MECHANICS Nashville, TN is an established maintenance operation as established by previous Changes of Operation. Nashville, TN is an established maintenance operation as established by previous Changes of Operation. Roadway Nashville, TN maintenance operation will close. Yellow Nashville, TN maintenance operation will absorb work from the Roadway Nashville facility and gain work as described in the attached Exhibit - MECHANICS. KNOXVILLE, TN SERVICE CENTER LOCAL CARTAGE Knoxville, TN currently serves as a Regional Service Center. Knoxville, TN Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. ROAD Knoxville, TN is an established over-the-road domicile with primaries as established by Knoxville, TN road operation will be reduced and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. 12/30/

37 ATLANTA, GA REGIONAL SERVICE CENTER LOCAL CARTAGE Atlanta, GA currently serves as a Regional Service Center. Atlanta, GA currently serves as a Regional Service Center. Roadway Atlanta, GA Regional Service Center will close as a Regional Service Center and operate as a Service Center in the new network. Yellow Atlanta, GA Regional Service Center will absorb the freight handling functions from the Roadway Atlanta terminal and operate as both a Regional and local Service Center in the new network. ROAD Atlanta, GA is an established over-the-road domicile with primaries as established by Atlanta, GA is an established over-the-road domicile with primaries as established by Roadway Atlanta, GA road operation will close and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. Yellow Atlanta, GA road operation will absorb the relay functions from the Roadway Atlanta relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Atlanta, GA is an established maintenance operation as established by previous Changes of Operation. Atlanta, GA is an established maintenance operation as established by previous Changes of Operation. 12/30/

38 Roadway Atlanta, GA maintenance operation will be reduced as described in the attached Exhibit - MECHANICS. Yellow Atlanta, GA maintenance operation will absorb work from the Roadway Atlanta facility and gain work as described in the attached Exhibit - MECHANICS. VALDOSTA, GA REGIONAL SERVICE CENTER LOCAL CARTAGE Valdosta, GA currently serves as a Regional Service Center. Valdosta, GA Regional Service Center will operate as both a Regional and local Service Center in the new network. ROAD PRESENT OPERATION Roadway Valdosta, GA is an established over-the-road domicile with primaries as established by Valdosta, GA road operation will operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Valdosta, GA is an established maintenance operation as established by previous Changes of Operation. Roadway Valdosta, GA maintenance operation will gain work as described in the attached Exhibit - MECHANICS. 12/30/

39 DALLAS, TX REGIONAL SERVICE CENTER LOCAL CARTAGE Dallas, TX currently serves as a Regional Service Center. Dallas, TX currently serves as a Regional Service Center. Roadway Dallas, TX Regional Service Center will close and operate as a Service Center in the new network. Yellow Dallas, TX Regional Service Center will absorb the freight handling functions from the Roadway Dallas terminal and operate as a Regional Service Center in the new network.. ROAD Dallas, TX is an established over-the-road domicile with primaries as established by Dallas, TX is an established over-the-road domicile with primaries as established by Roadway Dallas, TX road operation will close and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. Yellow Dallas, TX road operation will absorb the relay functions from the Roadway Dallas relay and operate with primary and overlay runs as listed in the attachments Road Driver Primaries and Road Driver Overlays. MECHANICS Dallas, TX is an established maintenance operation as established by previous Changes of Operation. Dallas, TX is an established maintenance operation as established by previous Changes of Operation. 12/30/