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                                                                     Exhibit 4.6

                                 AMENDMENT NO. 5
                                     TO THE
                              ROADWAY EXPRESS, INC.
                            401(k) STOCK SAVINGS PLAN
                           (EFFECTIVE JANUARY 1, 1996)

                  THIS AMENDMENT NO. 5 is made and executed this 6th day of
January, 2000, by Roadway Express, Inc. (the "Company") to be
effective as of January 1, 2000. Words and phrases used herein with initial
capital letters which are defined in the Roadway Express, Inc. 401(k) Stock
Savings Plan (the "Plan") are used herein as so defined.

                  1. The first sentence of Section 2.14(a) of the Plan is hereby
amended in its entirety to read as follows:

         "Compensation" means the sum of salary paid to an Employee by all
         Controlled Group Members in the calendar year plus cash incentive
         compensation and overtime pay paid to that Employee, but excluding (i)
         expense allowances and other special payments not paid as regular
         compensation, (ii) payments pursuant to the Century Bonus Program,
         (iii) payments pursuant to a tax equalization, relocation or cost of
         living program, an expatriate program or any similar programs or
         arrangements and (iv) any part of the Employer's contributions under
         this Plan and/or any pension, welfare, stock bonus, stock ownership or
         other qualified or nonqualified plan.

                  2. Section 2.27 of the Plan is amended in its entirety to read
as follows:

         2.27     Enrollment Date
         ------------------------

                  "Enrollment Date" means the first day of the first pay period
         of the first administratively feasible month following the month in
         which an Employee becomes an Eligible Employee.

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                  3. Section 3.1 of the Plan is amended in its entirety to read
as follows:

         3.1      Conditions of Eligibility
         ----------------------------------

                  (a) Any Employee who was a Participant in the Roadway
         Services, Inc. Stock Savings and Retirement Income Plan and Trust, as
         amended and restated, on December 31, 1995 and who is a Covered
         Employee on the Effective Date shall be an Eligible Employee under the
         Plan.

                  (b)      (1) Each Employee, other than an Employee who is
                           designated by his Employer as a temporary or casual
                           employee, who does not become an Eligible Employee
                           under (a) above and who last became a Covered
                           Employee prior to January 1, 2000 shall become an
                           Eligible Employee on the first Enrollment Date
                           following the date on which application for
                           enrollment is received by the Trustee in accordance
                           with enrollment procedures established by the Plan
                           Administrator and such Eligible Employee meets the
                           following requirements: (x) he is a Covered Employee,
                           (y) he has attained age twenty-one (21), and (z) he
                           has satisfied any additional eligibility requirements
                           included in his Employer's Instrument of Adoption.

                           (2) Each Employee who is designated by his Employer
                           as a temporary or casual employee who does not become
                           an Eligible Employee under (a) above and who last
                           became a Covered Employee prior to January 1, 2000
                           shall become an Eligible Employee on the first
                           Enrollment Date following the date on which
                           application for enrollment is received by the Trustee
                           in accordance with enrollment procedures established
                           by the Plan Administrator and such Eligible Employee
                           meets the following requirements: (w) he is a Covered
                           Employee, (x) he has attained age twenty-one (21),
                           (y) he has completed 1,000 Hours of Service within
                           any twelve month period, and (z) he has satisfied any
                           additional eligibility requirements included in his
                           Employer's Instrument of Adoption.

                  (c)      (1) Each Employee, other than an Employee who is
                           designated by his Employer as a temporary or casual
                           employee, who does not become an Eligible Employee
                           under (a) or (b) above and who last became a Covered
                           Employee on or after January 1, 2000 shall become an
                           Eligible Employee on the earlier of (A) the first
                           Enrollment Date following the date on which
                           application for enrollment is received by the Trustee
                           in accordance with the enrollment procedures
                           established by the Plan Administrator and he meets
                           the following requirements: (x) he is a Covered
                           Employee, (y) he has attained age twenty-one, and (z)
                           he has satisfied any additional eligibility
                           requirements included in his Employer's Instrument of
                           Adoption; or (B) the first Enrollment Date that is at
                           least 90 days after the

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                           date on which he meets the following requirements:
                           (x) he is a Covered Employee, (y) he has attained age
                           twenty-one, and (z) he has satisfied any additional
                           eligibility requirements included in his Employer's
                           Instrument of Adoption.

                           (2) Each Employee who is designated by his Employer
                           as a temporary or casual employee who does not become
                           an Eligible Employee under (a) or (b) above and who
                           last became a Covered Employee on or after January 1,
                           2000 shall become an Eligible Employee on the earlier
                           of (A) the first Enrollment Date following the date
                           on which application for enrollment is received by
                           the Trustee in accordance with the enrollment
                           procedures established by the Plan Administrator and
                           he meets the following requirements: (w) he is a
                           Covered Employee, (x) he has attained age twenty-one,
                           (y) he has completed 1,000 Hours of Service within
                           any twelve month period, and (z) he has satisfied any
                           additional eligibility requirements included in his
                           Employer's Instrument of Adoption; or (B) the first
                           Enrollment Date that is at least 90 days after the
                           date on which he meets the following requirements (w)
                           he is a Covered Employee, (x) he has attained age
                           twenty-one, (y) he has completed 1,000 Hours of
                           Service within any twelve month period, and (z) he
                           has satisfied any additional eligibility requirements
                           included in his Employer's Instrument of Adoption.

                  4. Section 4.1(a) of the Plan is amended by the addition of
the following new sentence at the end thereof:

         Notwithstanding the previous sentence, in the event that an Employee
         who becomes an Eligible Employee pursuant to Section 3.1(c)(1)(B) or
         Section 3.1(c)(2)(B) fails to enroll as a Participant in the Plan
         pursuant to Section 3.2, and does not specifically decline enrollment
         in the Plan (in such form, in such manner and at such time as the Plan
         Administrator shall require) to make Before-Tax Contributions, such
         Eligible Employee shall be deemed to have elected to have Before-Tax
         Contributions made to the Plan on his behalf in accordance with this
         Section at the rate of 3% of his Compensation through equal pay period
         reductions.


                  5. The second sentence of Section 4.4 of the Plan is amended
in its entirety to read as follows:

         A Participant may, however, in accordance with the percentages
         permitted by Sections 4.1 and 4.2, change the percentage of his
         Before-Tax Contributions and/or his After-Tax

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         Contributions effective as of the first day of the first pay period of
         any month upon prior notice filed with the Plan Administrator within
         such period established by the Plan Administrator.

                  6. The first sentence of Section 7.5(b) of the Plan is deleted
and the following is substituted therefor:

         Except as provided in Paragraphs (1) and (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, such contributions shall be
         invested in the American Balanced Fund.


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

                               ROADWAY EXPRESS, INC.

                               By: /s/ Thomas V. Lopienski
                                   ---------------------------------------------
                               Title: Vice President, HR
                                      ------------------------------------------
                               By: /s/ J. Dawson Cunningham
                                   ---------------------------------------------
                               Title: Executive Vice President
                                      ------------------------------------------
                                      and Chief Financial Officer
                                      ------------------------------------------
                               By: /s/ James D. Staley
                                   ---------------------------------------------
                               Title:
                                      ------------------------------------------

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