X0202 4 2005-01-01 0 0001061859 OVERNITE CORP OVNT 0001013181 MARSHALL HAROLD D 1000 SEMMES AVENUE RICHMOND VA 23224 1 0 0 0 Common Stock (Restricted) 2005-01-01 4 A 0 1000 37.24 A 2158 D Common Stock 2005-01-05 4 A 0 167 37.39 A 2325 D This restricted stock was granted by the Issuer to the Reporting Person as a part of the directors' annual compensation and vests on January 1, 2008. The price of this restricted stock is derived by using the reported "closing" price of a share of Common Stock in the over-the-counter market on such date as reported by the National Association of Securities Dealers, Inc., or if the Common Stock was not so traded on such day, then on the next preceding day that the Common Stock was so traded. These securities were granted by the Issuer to the Reporting Person in connection with the quarterly payment of directors' and committee chairpersons' annual retainer fees. The price of these shares is derived by the average of the reported high and low prices of a share of Common Stock in the over-the-counter market on December 31, 2004 (the last day of the quarter for which quarterly payment is being made), as reported by the National Association of Securities Dealers, Inc. Mark B. Goodwin for Harold D. Marshall 2005-01-05