0001193125-05-041760 Sample Contracts

AGREEMENT AND PLAN OF MERGER By and Among YELLOW ROADWAY CORPORATION, YANKEE II LLC and USF CORPORATION Dated as of February 27, 2005
Merger Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local) • Delaware

This Agreement and Plan of Merger (this “Agreement”) is dated as of February 27, 2005 by and among Yellow Roadway Corporation, a Delaware corporation (“Parent”), Yankee II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and USF Corporation, a Delaware corporation (the “Company”). Merger Sub and the Company are sometimes hereinafter collectively referred to as the “Constituent Entities”.

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USF CORPORATION SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local) • Illinois

THIS AGREEMENT (the “Agreement”) is made as of , 2005 (“Effective Date”) by and between USF Corporation, a Delaware corporation (the “Company”), and (the “Executive”).

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AMENDMENT OF USF CORPORATION SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local)

THIS AMENDMENT (the “Amendment”) is made and effective as of , 2005 by and between USF Corporation, a Delaware corporation (the “Company”), and (the “Executive”).

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February 27, 2005 Mr. Paul J. Liska
Transaction Fee Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local)
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