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                                                                     Exhibit 4.7


                                 AMENDMENT NO. 6
                                     TO THE
                              ROADWAY EXPRESS, INC.
                            401(k) STOCK SAVINGS PLAN
                           (EFFECTIVE JANUARY 1, 1996)

                  THIS AMENDMENT NO. 6 to the Roadway Express, Inc. 401(k) Stock
Savings Plan (the "Plan") is made and executed this 13th day of November, 2000,
by Roadway Express, Inc. (the "Company") to be effective, except as otherwise
set forth below, as of January 17, 2001. Words and phrases used herein with
initial capital letters which are defined in the Plan are used herein as so
defined.

                  1. The Plan is amended by deleting all references to "Caliber
Stock" and substituting therefor the phrase "FedEx Corp. Stock".

                  2. The Plan is amended by deleting all references to "Caliber
Stock Fund" and substituting therefor the phrase "FedEx Stock Fund".

                  3. The Plan is amended by deleting all references to "Caliber
Stock Liquidating Fund".

                  4. Section 2.61 of the Plan is amended to read as follows:

        "2.61     Valuation Date
         -----------------------

                  'Valuation Date' means each day on which all of the Trustee,
         the New York Stock Exchange and the National Association of Securities
         Dealers, Inc. Automated Quotation are open for business."

                  5. Article 7 of the Plan is amended in its entirety to read as
follows:

                                  "ARTICLE VII
                                  ------------

                                   INVESTMENTS
                                   -----------

         7.1      Investment Funds
         -------------------------

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                  (a) Effective prior to July 18, 2002, the Trust Fund will be
         divided into the Company Stock Fund, the FedEx Stock Fund and such
         additional Investment Funds as the Company may in its discretion select
         or establish (which may be more fully described in Exhibit B).
         Effective on and after July 18, 2002, the Trust Fund will be divided
         into the Company Stock Fund and such additional Investment Funds as the
         Company may in its discretion select or establish (which may be more
         fully described in Exhibit B). Any portion of a Participant's Account
         which is invested in the FedEx Stock Fund as of July 17, 2002, shall,
         as soon as practicable thereafter, be liquidated and the proceeds
         transferred to the American Balanced Fund. Contributions will be
         invested in the Investment Funds as provided in Section 7.5. Subject to
         other applicable provisions of the Plan, the Trustee shall hold,
         manage, administer, value, invest, reinvest, account for and otherwise
         deal with each Investment Fund separately. The Trustee shall invest and
         reinvest the principal and income of each such Fund and will keep each
         Fund invested, without distinction between principal and income, as
         required under the terms of the Plan.

                  (b) Dividends, interest and other distributions received by
         the Trustee in respect of each Investment Fund shall be reinvested in
         the same Investment Fund; provided, however, that, dividends, interest
         and other distributions received by the Trustee in respect of the FedEx
         Stock Fund shall be invested solely in the Company Stock Fund.

                  (c) The Trustee, in its sole discretion, may keep such portion
         of each Investment Fund invested in interest-bearing cash or cash
         equivalents either pending the selection and purchase of suitable
         investments under such Fund or as the Trustee may from time to time
         deem to be necessary or advisable to maintain sufficient liquidity to
         meet the obligations of the Plan or for other reasons.

                  (d) The Committee shall adopt, and may amend from time to
         time, general rules of uniform application that shall provide for the
         administration of each Investment Fund, including, but not limited to,
         rules providing for (i) the method of valuing each such Investment Fund
         as of each applicable Valuation Date, (ii) procedures pursuant to which
         a Participant may elect to have all or a designated part of his Account
         invested in any Investment Fund (if more than one such Investment Fund
         is established), (iii) the method of changing any such election by
         either the Participant or his Death Beneficiary and the frequency with
         which such elections may be made, (iv) the Investment Fund in which a
         Participant's Account shall be invested in the absence of an effective
         election, and (v) any other matters that the Committee deems necessary
         or advisable in the administration of any Investment Fund.

         7.2  Account; Sub-Account
         -------------------------

                  The Plan Administrator shall establish and maintain, or cause
         to be established and maintained, an Account for each Participant,
         which Account will reflect, pursuant to Sub-Accounts established and
         maintained thereunder, the amount, if any, of the Participant's (a)
         Before-Tax Contributions, (b) After-Tax Contributions, (c) Matching
         Employer Contributions, (d) Rollover Contributions, (e) Qualified
         Nonelective

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         Contributions, (f) Profit Sharing Contributions and (g) Stock Bonus
         Portion. The Plan Administrator shall also maintain, or cause to be
         maintained, separate records that will show (i) the portion of each
         such Sub-Account invested in each Investment Fund and (ii) the amount
         of Contributions thereto, payments and withdrawals therefrom and the
         amount of income and losses attributable thereto. The interest of each
         Participant in the Trust Fund at any time shall consist of his Account
         balance (as determined pursuant to Section 7.4) as of the last
         preceding business day.

         7.3  Reports
         ------------

                  The Plan Administrator shall cause reports to be made
         quarterly to each Participant and to the Death Beneficiary of each
         deceased Participant, indicating the value of the Participant's Account
         as of the last business day of the immediately preceding calendar
         quarter. In addition, the Plan Administrator shall cause such a report
         to be made to each Participant who (a) requests such a report in
         writing (provided that only one report shall be furnished to a
         Participant upon such a request in any twelve (12) month period) or (b)
         has a Termination of Employment.

         7.4  Valuation of Investment Funds
         ----------------------------------

                  (a) The balance of each Participant's Account shall be
         expressed in terms of the number of shares or investment units, as
         applicable, including fractional shares or units, that have been
         allocated pursuant to this Section to each Investment Fund in such
         Participant's Account.

                  (b) The Trustee will, as of the close of business on each
         Valuation Date, determine or cause to be determined the value of each
         Investment Fund. Each such valuation will be made on the basis of the
         net income or loss to each such Investment Fund between the current
         Valuation Date and the last preceding Valuation Date. The net income or
         loss of an Investment Fund shall include interest income, dividends and
         other income of such Fund and shall be reduced by any expenses paid
         (including the fees and expenses of the Trustee and investment
         managers, if any, that are to be charged to such Investment Fund in
         accordance with the terms of the Plan) and other losses of such Fund.
         For this purpose, the transfer of funds to or from an Investment Fund
         pursuant to Sections 7.5, 7.6, 7.7 or 7.8, Contributions allocated to
         an Investment Fund, and payments, distributions and withdrawals from an
         Investment Fund to provide benefits under the Plan for Participants or
         Beneficiaries will not be deemed to be income or losses of the
         Investment Fund.

                  (c) As of each Valuation Date, the net income or loss of each
         Investment Fund determined pursuant to Subsection (b) of this Section
         shall be allocated to the Accounts of Participants in such Investment
         Fund in proportion to the ratio of the number of shares or units in
         such Fund held in such Account at any time since the immediately prior
         Valuation Date to the total shares or units in such Fund at any time
         since the immediately prior Valuation Date.

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                  (d) Except as provided in Sections 7.5, 7.6, 7.7 or 7.8, or as
         may otherwise be provided by the Committee, Contributions shall be
         credited to each Participant's Account and allocated in accordance with
         the investment option chosen by such Participant to the Investment
         Funds as soon as practicable after such Contribution is made.

                  (e) Notwithstanding the foregoing, the Committee may, in
         accordance with the applicable requirements of the Code and ERISA, (i)
         adopt such accounting procedures as it considers appropriate and
         equitable to establish a proportionate crediting of net income or loss
         of an Investment Fund and of Contributions made to an Investment Fund
         as of each Valuation Date and (ii) adopt such valuation procedures as
         it considers appropriate and equitable to determine the value of the
         shares or units, as applicable, of an Investment Fund that are
         necessary to effectuate the transactions contemplated by the Plan.

         7.5  Investment of Contributions
         --------------------------------

                  (a)      (1) All Matching Employer Contributions made to
                  the Plan pursuant to Section 5.1, Qualified Nonelective
                  Contributions and Profit Sharing Contributions shall be
                  invested in the Company Stock Fund.

                           (2) Matching employer contributions made by Roadway
                  Services, Inc. to the Roadway Services, Inc. Stock Savings and
                  Retirement Income Plan and Trust which have been transferred
                  to the Plan pursuant to Section 4.13 shall remain invested in
                  the FedEx Stock Fund and the Company Stock Fund; provided;
                  however, that, pursuant to Subsection 7.8(c), a Participant
                  may elect to transfer any portion of such matching
                  contributions invested at the time of such election in the
                  FedEx Stock Fund to one or more of the other Investment Funds.

                  (b) Except as provided in Paragraphs (1) through (3) of this
         Subsection, each Participant may, pursuant to Sections 7.6, 7.7 and
         7.8, direct that Before-Tax Contributions, After-Tax Contributions and
         Rollover Contributions made by or for him be invested in one or more
         Investment Funds; provided, however, that if a Participant fails to
         direct the Investment of Before-Tax Contributions, After-Tax
         Contributions and Rollover Contributions made by or for him, the
         Company directs that such contributions shall be invested in the
         American Balanced Fund.

                           (1) Before-Tax Contributions and After-Tax
                  Contributions made pursuant to Section 4.1 and Rollover
                  Contributions made pursuant to Section 4.12 may not be
                  invested in the FedEx Stock Fund;

                           (2) Until a Participant attains age fifty-five (55),
                  that portion of his Before-Tax Contributions and After-Tax
                  Contributions that (i) have been contributed to the Plan
                  before April 1, 1998 and (ii) have been used in determining
                  the allocation of Matching Employer Contributions to his
                  Account pursuant to Section 5.2 shall remain invested in the
                  Company Stock Fund;

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                           (3) Until a Participant attains age fifty-five (55),
                  that portion of his Before-Tax Contributions and After-Tax
                  Contributions which have been transferred to the Plan pursuant
                  to Section 4.13 and were used in determining the allocation of
                  matching employer contributions to his account under the
                  Roadway Services, Inc. Stock Savings and Retirement Income
                  Plan and Trust shall remain invested in the Company Stock Fund
                  and the FedEx Stock Fund; provided; however, that, pursuant to
                  Subsection 7.8(c), a Participant may elect to transfer any
                  portion of such Before-Tax Contributions and After-Tax
                  Contributions invested at the time of such election in the
                  FedEx Stock Fund to one or more of the other Investment Funds.

                  (c) (1) A Participant's Stock Bonus Portion not previously
                  diversified or eligible for diversification pursuant to
                  Subsections 5.5(b) or (c) of the Roadway Services, Inc. Stock
                  Bonus Plan and Trust shall remain invested in the Company
                  Stock Fund or the FedEx Stock Fund; provided; however, that,
                  pursuant to Subsection 7.8(c), a Participant may elect to
                  transfer any portion of his Stock Bonus Portion invested at
                  the time of such election in the FedEx Stock Fund to one or
                  more of the other Investment Funds.

                           (2) A Participant's Stock Bonus Portion diversified
                  or eligible to be diversified prior to the Effective Date
                  pursuant to Subsections 5.5(b) or (c) of the Roadway Services,
                  Inc. Stock Bonus Plan and Trust may, pursuant to Sections 7.6
                  and 7.8, be invested in one or more Investment Funds (other
                  than the FedEx Stock Fund). A Participant who has made a
                  diversification election of his Stock Bonus Portion prior to
                  the Effective Date may, pursuant to Sections 7.6 and 7.8,
                  direct that any remaining amount of the one-half (1/2)
                  permitted to be diversified (including earnings and
                  appreciation thereon) be invested in one or more of the other
                  Investment Funds (other than the FedEx Stock Fund).

                           (3) A Participant who attains age fifty-five (55) on
                  or after the Effective Date, may make an initial
                  diversification election pursuant to Sections 7.6 and 7.8 to
                  transfer an amount equal to up to one-half (1/2) of his Stock
                  Bonus Portion to one or more Investment Funds (other than the
                  FedEx Stock Fund). A Participant who has made a
                  diversification election of his Stock Bonus Portion pursuant
                  to the preceding sentence may, pursuant to Sections 7.6 and
                  7.8, direct that any remaining amount of the one-half (1/2)
                  permitted to be diversified (including earnings and
                  appreciation thereon) be invested in one or more of the other
                  Investment Funds (other than the FedEx Stock Fund).

         7.6  Change of Investments
         --------------------------

                  (a)      (1) Each Participant who is eligible to direct
                  the investment of all or a portion of his Before-Tax
                  Contributions, After-Tax Contributions and Rollover
                  Contributions pursuant to Subsection 7.5(b) may, by direction
                  to the Plan Administrator, change his investment direction
                  with respect to such future Contributions and/or may direct
                  that all or a portion of his Account that is attributable to
                  such prior Contributions (including earnings and appreciation

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                  thereon) be transferred from one Investment Fund to another
                  Investment Fund; provided, however, that a Participant may not
                  direct the transfer of any portion of his Account into the
                  FedEx Stock Fund.

                           (2) Each Participant who is eligible to diversify or
                  has diversified any portion of his Stock Bonus Portion
                  pursuant to Paragraphs 7.5(c)(2) or (3) may, by direction to
                  the Plan Administrator, direct that all or a portion of his
                  Stock Bonus Portion which is attributable to the amount
                  eligible to be diversified or to the prior amount diversified
                  pursuant to Paragraphs 7.5(c)(2) or (3) (including earnings
                  and appreciation thereon) be transferred from one Investment
                  Fund to another Investment Fund; provided, however, that a
                  Participant may not direct the transfer of any portion of his
                  Account into the FedEx Stock Fund.

                  (b) Notwithstanding the limitations of Section 7.5, any
         Participant entitled to a distribution of his Account pursuant to
         Article VIII may, by direction to the Plan Administrator, irrevocably
         direct that any portion of his Account not invested in the Company
         Stock Fund be transferred to the Company Stock Fund prior to the
         distribution of his Account.

         7.7  Investment Direction and Change Procedures-Future Contributions
         ---------------------------------------------------------------------

                  (a) Any change of investments for a Participant's future
         Contributions permitted by Paragraph 7.6(a)(1) shall be made by a
         Participant by providing direction to the Plan Administrator (on a form
         or in a manner provided by the Plan Administrator) which shall specify
         the portion of such Contributions to be invested in each of the
         Investment Funds.

                  (b) Such directions can be executed on a daily basis, or if
         later, as soon as practicable, in accordance with the policies and
         procedures for such directions established by the Plan Administrator
         and the Plan Trustee.

         7.8 Investment Direction and Change Procedures-Prior Contributions
         ------------------------------------------------------------------

                  (a) Any direction to transfer all or a portion of a
         Participant's Account among the Investment Funds relating to a
         Participant's prior Contributions permitted by Paragraph 7.6(a)(1)
         and/or all or a portion of a Participant's Stock Bonus Portion among
         the Investments Funds permitted by Paragraph 7.6(a)(2) shall be made by
         a Participant by providing direction to the Plan Administrator (on a
         form or in a manner provided by the Plan Administrator) which shall
         specify the portion of the Investment Fund (in units or shares, as
         applicable) to be transferred and the Investment Fund(s) into which it
         is to be transferred and, in the case of a transfer of a Participant's
         Stock Bonus Portion, the percentage of the Participant's Stock Bonus
         Portion to be transferred.

                  (b) Such directions can be executed on a daily basis, or if
         later, as soon as practicable, in accordance with the policies and
         procedures for such directions established by the Plan Administrator
         and the Plan Trustee.

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                  (c) Until July 18, 2002, a Participant may, with respect to
         the portion of his Account invested in the FedEx Stock Fund, direct the
         Plan Administrator to transfer all or a portion of his Account to one
         or more of the other Investment Funds.

         7.9  Directions to the Trustee
         ------------------------------

                  The Plan Administrator shall give appropriate and timely
         directions to the Trustee in order to permit the Trustee to give effect
         to the investment choice and investment change elections made under
         Sections 7.5, 7.6, 7.7 and 7.8 and to provide funds for distributions
         pursuant to Article VIII.

         7.10  Voting of Allocated Company Stock and FedEx Stock
         -------------------------------------------------------

                  (a) All voting rights on shares of Company Stock and FedEx
         Stock held by the Trustee shall be exercised by the Trustee only as
         directed by the Participants (and Beneficiaries) acting in their
         capacity as Named Fiduciaries in accordance with the following
         provisions of this Section 7.10. The number of shares of Company Stock
         and FedEx Stock credited to a Participant's Account shall be determined
         as of the most recent Valuation Date for which information is readily
         available.

                  (b) As soon as practicable before each annual or special
         shareholders' meeting of the Company or Federal Express, Inc., the
         Trustee shall furnish or cause to be furnished to each Participant a
         copy of the proxy solicitation material sent generally to shareholders,
         together with a form to be returned to the Trustee requesting
         confidential instructions from the Participant, acting in his capacity
         as a Named Fiduciary, on how the shares of Company Stock or FedEx Stock
         credited to such Participant's Account and, separately, a proportionate
         share (based on the amount of any shares credited to his Account) of
         any Non-Directed Shares and Unallocated Shares (as defined below) of
         Company Stock or FedEx Stock held by the Trustee (including fractional
         shares to 1/1000th of a share) are to be voted by the Trustee. For
         purposes of this Section 7.10, "Non-Directed Shares" shall mean those
         shares credited to Participants' Accounts for which instructions are
         not timely received by the Trustee, as well as shares of Company Stock
         or FedEx Stock credited to Participants' Accounts after the Valuation
         Date used under this Section 7.10 for purposes of determining the
         number of shares credited to each Participant's Account and
         "Unallocated Shares" shall mean any shares of Company Stock or FedEx
         Stock not credited to the Participants' Accounts. The Company shall
         cooperate with the Trustee to insure that Participants receive the
         requisite information with respect to Company Stock in a timely manner.
         The materials furnished to the Participants shall include a notice from
         the Trustee explaining each Participant's right to instruct the Trustee
         with respect to the voting of shares of Company Stock or FedEx Stock
         credited to his Account, and, separately, with respect to Non-Directed
         Shares and Unallocated Shares. Upon timely receipt of such
         instructions, the Trustee (after combining votes of fractional shares
         to give effect to the greatest extent to Participants' instructions)
         shall vote the shares as instructed.

                  (c) With respect to all corporate matters submitted to
         shareholders, each Participant who has shares of Company Stock or FedEx
         Stock credited to his Account,

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         acting as a Named Fiduciary shall be entitled to direct the voting of
         shares of Company Stock or FedEx Stock (including fractional shares to
         1/1000th of a share) credited to his Account. With respect to shares of
         Company Stock or FedEx Stock credited to the Account of a deceased
         Participant, such Participant's Beneficiary shall be entitled to direct
         the voting with respect to such shares as if such Beneficiary were the
         Participant.

                  (d) Each Participant who has shares of Company Stock or FedEx
         Stock credited to his Account and who is entitled to vote on any matter
         presented for a vote by the shareholders, as a Named Fiduciary, shall
         be entitled to separately direct the Trustee with respect to the vote
         of a portion of the Non-Directed Shares and the Unallocated Shares.
         Such direction shall apply to such number of votes equal to the total
         number of votes attributable to Non-Directed Shares and Unallocated
         Shares multiplied by a fraction, the numerator of which is the number
         of shares of Company Stock or FedEx Stock credited to the Participant's
         Account and the denominator of which is the total number of shares of
         Company Stock or FedEx Stock credited to the Accounts of all such
         Participants who have timely provided directions to the Trustee with
         respect to Non-Directed Shares and Unallocated Shares under this
         Subsection (d). Fractional shares shall be rounded to the nearest
         1/1000th of a share.

                  (e) The instructions received by the Trustee from Participants
         or Beneficiaries shall be held by the Trustee in strict confidence and
         shall not be divulged or released to any person including directors,
         officers or employees of the Company or any Controlled Group Member or
         Federal Express, Inc. except as otherwise required by law.

         7.11  Tender of Allocated Company Stock or FedEx Stock
         -------------------------------------------------------

                  (a) APPLICABILITY. Except as otherwise expressly provided in
         the Plan, the Trustee shall not sell, alienate, encumber, pledge,
         transfer or otherwise dispose of or tender or withdraw, any shares of
         Company Stock or FedEx Stock held by it under the Plan. All tender or
         exchange decisions with respect to Company Stock or FedEx Stock shall
         be made by the Trustee only as directed by the Participants (and
         Beneficiaries), acting in their capacity as Named Fiduciaries, in
         accordance with the following provisions of this Section 7.11. The
         number of shares of Company Stock or FedEx Stock credited to a
         Participant's Account shall be determined as of the most recent
         Valuation Date for which information is readily available.

                  (b) INSTRUCTIONS TO TRUSTEE. In the event an offer shall be
         received by the Trustee (including a tender offer for shares of Company
         Stock or FedEx Stock subject to Section 14(d)(1) of the Securities
         Exchange Act of 1934 or subject to Rule 13e-4 promulgated under such
         Act, as those provisions may from time to time be amended) to purchase
         or exchange any shares of Company Stock or FedEx Stock held by the
         Trustee, the Trustee shall advise each Participant who has shares of
         Company Stock or FedEx Stock credited to his Account in writing of the
         terms of the offer as soon as practicable after its commencement and
         shall furnish each Participant with a form by which he may instruct the
         Trustee confidentially whether or not to tender or exchange shares of
         Company Stock or FedEx Stock credited to such Participant's Account
         and, separately, based on Company Stock or FedEx Stock credited to such
         Participant's Account, a

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         proportionate share of any Non-Directed Shares and any Unallocated
         Shares (as defined below) of Company Stock or FedEx Stock held by the
         Trustee (including fractional shares to 1/1000th of a share). For
         purposes of this Section 7.11, "Non-Directed Shares" shall mean those
         shares of Company Stock or FedEx Stock credited to Participants'
         Accounts for which instructions are not timely received by the Trustee
         as well as shares of Company Stock or FedEx Stock credited to
         Participants' Accounts after the Valuation Date used under this Section
         7.11 for purposes of determining the number of shares credited to each
         Participant's Account and "Unallocated Shares" shall mean any shares of
         Company Stock or FedEx Stock not credited to the Participants'
         Accounts. The materials furnished to the Participants shall include:

                           (1)    a notice from the Trustee explaining
                  Participants' rights to instruct the Trustee with respect to
                  shares of Company Stock or FedEx Stock credited to their
                  Accounts, and, separately, with respect to Non-Directed Shares
                  and Unallocated Shares, as provided herein; and

                           (2)    such related documents as are prepared by any
                  person and provided to the shareholders of the Company
                  pursuant to the Securities Exchange Act of 1934. The Company
                  and the Trustee may also provide Participants with such other
                  material concerning the tender or exchange offer as the
                  Trustee or the Company in their discretion determine to be
                  appropriate; provided, however, that prior to any distribution
                  of materials by the Company, the Trustee shall be furnished
                  with complete copies of all such materials. The Company shall
                  cooperate with the Trustee to insure that Participants receive
                  the requisite information with respect to Company Stock in a
                  timely manner.

                  (c) TRUSTEE ACTION ON PARTICIPANT INSTRUCTIONS: ALLOCATED
         SHARES. Each Participant who has shares of Company Stock or FedEx Stock
         credited to his Account, as a Named Fiduciary, shall be entitled to
         direct the Trustee whether or not to tender or exchange shares of
         Company Stock or FedEx Stock credited to his Account (including
         fractional shares to 1/1000th of a share). With respect to shares of
         Company Stock or FedEx Stock credited to the Account of a deceased
         Participant, such Participant's Beneficiary shall be entitled to direct
         the Trustee whether or not to tender or exchange such shares as if such
         Beneficiary were the Participant.

                  (d) TRUSTEE ACTION ON PARTICIPANT INSTRUCTIONS: NON-DIRECTED
         AND UNALLOCATED SHARES. Each Participant who has shares of Company
         Stock or FedEx Stock credited to his Account and who is entitled to
         direct the Trustee whether or not to tender or exchange shares of
         Company Stock or FedEx Stock credited to his Account, as a Named
         Fiduciary, shall be entitled to separately direct the Trustee with
         respect to the tender or exchange of a portion of the Non-Directed
         Shares and the Unallocated Shares. Such directions shall apply to such
         number of Non-Directed Shares and Unallocated Shares equal to the total
         number of Non-Directed Shares and Unallocated Shares multiplied by a
         fraction, the numerator of which is the number of shares of Company
         Stock or FedEx Stock credited to the Participant's Account and the
         denominator of which is the total number of shares of Company Stock or
         FedEx Stock credited to the Accounts of all such Participants who have
         timely provided directions to the Trustee with respect to Non-Directed
         Shares and

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         Unallocated Shares under this Subsection (d). Fractional shares shall
         be rounded to the nearest 1/1000th of a share.

                  (e) CONFIDENTIALITY. The instructions received by the Trustee
         from Participants or Beneficiaries shall be held by the Trustee in
         strict confidence and shall not be divulged or released to any person,
         including directors, officers or employees of the Company or any
         Controlled Group Member or Federal Express, Inc., except as otherwise
         required by law.

                  (f) WITHDRAWAL OF SHARES. In the event, under the terms of a
         tender offer or otherwise, any shares of Company Stock or FedEx Stock
         tendered for sale, exchange or transfer pursuant to such offer may be
         withdrawn from such offer, the Trustee shall follow such instructions
         respecting the withdrawal of such shares from such offer in the same
         manner and in the same proportion as shall be timely received by the
         Trustee from Participants entitled under this Section 7.11 to give
         instructions as to the sale, exchange or transfer of shares of Company
         Stock or FedEx Stock pursuant to such offer, acting in their capacity
         as Named Fiduciaries.

                  (g) PARTIAL OFFERS. In the event that an offer for fewer than
         all of the shares of Company Stock or FedEx Stock held by the Trustee
         shall be received by the Trustee, the total number of shares of Company
         Stock or FedEx Stock that the Plan sells, exchanges or transfers
         pursuant to such offer shall be allocated among Participants' Accounts
         on a pro rata basis in accordance with the directions received from
         Participants with respect to shares of Company Stock or FedEx Stock
         credited to their Accounts and Non-Directed Shares and Unallocated
         Shares.

                  (h) MULTIPLE OFFERS. In the event an offer shall be received
         by the Trustee and instructions shall be solicited from Participants
         pursuant to Subsections (a) to (g) hereof regarding such offer, and,
         prior to the termination of such offer, another offer is received by
         the Trustee for the shares of Company Stock or FedEx Stock subject to
         the first offer, the Trustee shall use its best efforts under the
         circumstances to solicit instructions from the Participants in their
         capacity as Named Fiduciaries:

                           (1)    with respect to shares of Company Stock or
                  FedEx Stock tendered for sale, exchange or transfer pursuant
                  to the first offer, whether to withdraw such tender, if
                  possible, and, if withdrawn, whether to tender any shares of
                  Company Stock or FedEx Stock so withdrawn for sale, exchange
                  or transfer pursuant to the second offer, and

                           (2)    with respect to shares of Company Stock or
                  FedEx Stock not tendered for sale, exchange or transfer
                  pursuant to the first offer, whether to tender or not to
                  tender such shares of Company Stock or FedEx Stock for sale,
                  exchange or transfer pursuant to the second offer.

         The Trustee shall follow all such instructions received in a timely
         manner from Participants in the same manner and in the same proportion
         as provided in Subsections (a) to (g) hereof. With respect to any
         further offer for any Company Stock or FedEx Stock received by the
         Trustee and subject to any earlier offer (including successive offers

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<PAGE>   11



         from one or more existing offerors), the Trustee shall act in the same
         manner as described above in this Subsection (h).

                  (i) NO IMPACT ON ACCOUNT. A Participant's instructions to the
         Trustee to tender or exchange shares of Company Stock or FedEx Stock
         shall not be deemed a withdrawal or suspension from the Plan or a
         forfeiture of any portion of the Participant's Account. Funds received
         in exchange for tendered shares of Company Stock or FedEx Stock shall
         be used by the Trustee to purchase Company Stock (or other employer
         securities within the meaning of Section 407(d) of ERISA) as soon as
         practicable. In the interim, the Trustee shall invest such funds in
         short-term investments permitted under the Plan.

                  (j) TENDER BY COMPANY. Subject to any provisions in the Plan
         to the contrary, in the event the Company initiates a tender or
         exchange offer, the Trustee may, in its sole discretion, enter into an
         agreement with the Company not to tender or exchange any shares of
         Company Stock in such offer, in which event, the foregoing provisions
         of this Section 7.11 shall have no effect with respect to such offer
         and the Trustee shall not tender or exchange any shares of Company
         Stock in such offer.

                  6. Section 8.7 of the Plan is amended by (i) re-designating
Subsection (c) of the Plan as Subsection (d) of the Plan and (ii) the addition
of a new Subsection (c) to read as follows:

                  "(c) Notwithstanding the foregoing provisions of this Section
         8.7, upon prior written notice filed with the Plan Administrator,
         during the period commencing on January 17, 2001 and terminating on
         July 17, 2002, an Employee may make withdrawals from his (i) Stock
         Bonus Portion invested in the FedEx Stock Fund, (ii) After-Tax
         Contributions invested in the FedEx Stock Fund, or (iii) Company
         Matching Contributions invested in the FedEx Stock Fund. If an Employee
         makes a withdrawal from the FedEx Stock Fund in accordance with this
         Section 8.7(c), such Employee's Stock Bonus Portion invested in the
         FedEx Stock Fund shall first be reduced. If the amount of the
         withdrawal exceeds such Employee's Stock Bonus Portion invested in the
         FedEx Stock Fund, such Employee's After-Tax Contributions invested in
         the FedEx Stock Fund shall be reduced. If the amount of the withdrawal
         exceeds such Employee's Stock Bonus Portion invested in the FedEx Stock
         Fund and After-Tax Contributions invested in the FedEx Stock Fund, such
         Employee's Company Matching Contributions invested in the FedEx Stock
         Fund shall be reduced. Such withdrawals may be made in cash or in kind,
         at the election of the Employee, provided, however, that fractional
         shares may be distributed only in cash."

                  7. Effective as of June 1, 2000, Exhibit B to the Plan is
hereby amended in its entirety as set forth in Exhibit B attached hereto.

                                      -11-


<PAGE>   12

                  IN WITNESS WHEREOF, the Company has caused this Amendment No.
6 to be executed by its duly appointed officers.

                             ROADWAY EXPRESS, INC.

                             By: /s/ Thomas V. Lopienski
                                 --------------------------------------------
                             Title: VP of HR and Risk Management
                                    -----------------------------------------



                             By: /s/ J. Dawson Cunningham
                                 --------------------------------------------
                             Title: Executive Vice President
                                    -----------------------------------------
                                    and Chief Financial Officer
                                    -----------------------------------------



                             By:
                                 --------------------------------------------
                             Title:
                                    -----------------------------------------



                                      -12-
<PAGE>   13


                                    EXHIBIT B
                                    ---------

               Additional Investment Funds Pursuant to Section 7.1

                               As of June 1, 2000

1.       The EB Money Market Fund

2.       Victory Intermediate Income Fund

3.       The American Balanced Fund

4.       The Fidelity Advisor Growth Opportunities Fund-Class A

5.       Neuberger & Berman Genesis-Assets

6.       American Euro-Pacific Growth

7.       Vanguard LifeStrategy Conservative

8.       Vanguard LifeStrategy Moderate Growth

9.       Vanguard LifeStrategy Growth

10.      Victory Stock Index (A Shares)

11.      Janus Twenty Fund

12.      Janus Enterprise Fund

13.      Templeton World A Fund

                                      -13-