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YRC Freight is the reporting segment that focuses on longer haul business opportunities with national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management. This reporting segment includes our LTL subsidiary YRC Inc. (“YRC Freight”) and Reimer Express (“YRC Reimer”), a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

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Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. Regional Transportation is comprised of USF Holland Inc. (“Holland”), New Penn Motor Express, Inc. (“New Penn”) and USF Reddaway Inc. (“Reddaway”). These companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.

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•

YRC Freight is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management. This unit includes our LTL subsidiaries YRC Freight and YRC Reimer, a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

•	Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. The Regional Transportation companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.

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•	our ability to generate sufficient liquidity to satisfy our cash needs and future cash commitments, including (without limitation) our obligations related to our indebtedness and lease and pension funding requirements, and our ability to achieve increased cash flows through improvement in operations;

•	the pace of recovery in the overall economy, including (without limitation) customer demand in the retail and manufacturing sectors;

•	the success of our management team in implementing its strategic plan and operational and productivity improvements, including (without limitation) our continued ability to meet quality delivery performance standards and our ability to increase volume and yield, and the impact of those improvements on our future liquidity and profitability;

•	our ability to comply with scheduled increases in financial performance-related debt covenants;

•	our ability to finance the maintenance, acquisition and replacement of revenue equipment and other necessary capital expenditures;

•	our dependence on our information technology systems in our network operations and the production of accurate information, and the risk of system failure, inadequacy or security breach;

•	changes in equity and debt markets;

•	seasonal factors such as severe weather conditions;

•	price of fuel;

•	sudden changes in the cost of fuel or the index upon which we base our fuel surcharge and the effectiveness of our fuel surcharge program in protecting us against fuel price volatility;

•	competition and competitive pressure on pricing;

•	expense volatility, including (without limitation) volatility due to changes in purchased transportation service or pricing for purchased transportation;

•	our ability to comply and the cost of compliance with federal, state, local and foreign laws and regulations, including (without limitation) laws and regulations for the protection of employee safety and health (including new hours-of-service regulations) and the environment;

•	terrorist attack;

•	labor relations, including (without limitation) our ability to attract and retain qualified drivers, the continued support of our union employees for our strategic plan, the impact of work rules, work stoppages, strikes or other disruptions, our obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction;

•	the impact of claims and litigation to which we are or may become exposed; and

•	other risks and contingencies, including (without limitation) the risk factors that are included in our reports filed with the SEC, including those described under “Risk Factors” in our annual report on Form 10-K and quarterly reports on Form 10-Q, including this quarterly report.

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Operating Revenue: Our operating revenue has two primary components: volume (commonly evaluated using number of shipments and weight per shipment) and yield or price (commonly evaluated on a dollar per hundred weight basis and a dollar per shipment basis). Yield includes fuel surcharge revenue, which is common in the trucking industry and represents an amount charged to customers that adjusts with changing fuel prices. We base our fuel surcharges on a published national index and adjust them weekly. Rapid material changes in the index or our cost of fuel can positively or negatively impact our revenue and operating income versus prior periods, as there is a lag in our adjustment of base rates in response to changes in fuel surcharge. We believe that fuel surcharge is an accepted and important component of the overall pricing of our services to our customers. Without an industry accepted fuel surcharge program, our base pricing for our transportation services would require numerous changes. We believe the distinction between base rates and fuel surcharge has blurred over time, and it is impractical to clearly separate all the different factors that influence the price that our customers are willing to pay. In general, under our present fuel surcharge program, we believe rising fuel costs are beneficial to us and falling fuel costs are detrimental to us in the short term.

•	Operating Income (Loss): Operating income (loss) is our operating revenue less operating expenses. Our consolidated operating income (loss) includes certain corporate charges that are not allocated to our YRC Freight and Regional Transportation reporting segments.

•	Operating Ratio: Operating ratio is a common operating performance metric used in the trucking industry. It is calculated as (i) 100 percent (ii) minus the result of dividing operating income by operating revenue or (iii) plus the result of dividing operating loss by operating revenue, and expressed as a percentage.

•	Non-GAAP Financial Measures: We use certain non-GAAP financial measures to assess our performance. These include (without limitation) EBITDA and adjusted EBITDA:

◦	EBITDA: a non-GAAP measure that reflects our earnings before interest, taxes, depreciation, and amortization expense. EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance.

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◦

Adjusted EBITDA: a non-GAAP measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and further adjusts for letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring professional fees, nonrecurring consulting fees, expenses associated with certain lump sum payments to our IBT employees and the results of permitted dispositions, discontinued operations, among other items, as defined in our credit facilities. Adjusted EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance and to measure compliance with financial covenants in our credit facilities.

◦	EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or fund principal payments on our outstanding debt;

◦	Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to fund restructuring professional fees, nonrecurring consulting fees, letter of credit fees, service interest, principal payments on our outstanding debt or lump sum payments to our IBT employees required under the modified labor agreement;

◦	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements;

◦	Equity-based compensation is an element of our long-term incentive compensation package, although adjusted EBITDA excludes employee equity-based compensation expense when presenting our ongoing operating performance for a particular period;

◦	Other companies in our industry may calculate adjusted EBITDA differently than we do, potentially limiting their usefulness as comparative measures.

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•	The $59.2 million, or 20.3%, decrease in operating expenses and supplies in the first quarter of 2015 was primarily the result of a $57.8 million decrease in fuel expense compared to the second quarter of 2014. This decrease was largely driven by lower fuel prices on a per gallon basis, as well as fewer miles driven.

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The $25.2 million, or 3.4%, decrease in salaries, wages and employee benefits was primarily attributed to a $16.4 million decrease in wages due to lower total shipments in 2015 compared to 2014, which required fewer employee hours to process freight, in addition to a $7.8 million decrease to workers’ compensation expense resulting from lower claim frequency in 2015 and favorable development for prior year claims.

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The $11.8 million, or 7.4%, decrease in purchased transportation was primarily related to a decrease in total shipments and lower rail and road rates in the second quarter of 2015, as compared to the second quarter of 2014, which is primarily driven by lower fuel surcharges paid to our providers. Offsetting this decrease is additional purchased transportation expense resulting from higher usage of leased revenue equipment due to our strategy of using operating leases to acquire new revenue equipment.

•	The $6.0 million, or 8.5%, decrease in other operating expenses was primarily driven by a $6.7 million decrease in our liability claims expense as a result of an unfavorable adjustment in the second quarter of 2014, mostly due to adverse development of prior year claims, with no comparable adjustment in the second quarter of 2015.

•	The $114.7 million, or 19.9%, decrease in operating expenses and supplies in the first quarter of 2015 was primarily the result of a $118.7 million decrease in fuel expense compared to the first half of 2014. This decrease was largely driven by lower fuel prices on a per gallon basis, as well as fewer miles driven.

•

The $43.6 million, or 3.0%, decrease in salaries, wages and employee benefits was primarily attributed to a $21.8 million decrease in wages due to lower total shipments in 2015 compared to 2014, which required fewer employee hours to process freight. Additionally, our overtime and linehaul delay pay in the first quarter of 2014 was higher due to the negative impact of severe winter weather. The decrease was also driven by a $15.8 million reduction in benefit costs and a $7.7 million decrease to workers’ compensation expense resulting from lower claim frequency in 2015 and favorable development for prior year claims.

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The $10.3 million, or 3.5%, decrease in purchased transportation was primarily related to a decrease in total shipments and lower rail and road rates in the first half of 2015, as compared to the first half of 2014, which is primarily driven by lower fuel surcharges paid to our providers. Offsetting this decrease is additional purchased transportation expense resulting from higher usage of leased revenue equipment and an increase in purchased road miles as the first half of 2015 reflects higher utilization of our over-the-road purchased transportation option as permitted in our modified labor agreement that went into effect in February 2014.

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•	The $4.1 million, or 3.1%, increase in other operating expenses was primarily driven by a $2.9 million increase in cargo claims expense due to an increase in frequency and severity of our claims and a $1.7 million increase in our liability claims expense resulting from more adverse development of prior year claims experienced in the first half of 2015 as compared to the first half of 2014.

•

YRC Freight is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management. This unit includes our LTL subsidiaries YRC Freight and YRC Reimer, a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

•	Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. The Regional Transportation companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.

(a)	pp represents the change in percentage points

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•	The $33.8 million, or 18.5%, decrease in operating expenses and supplies in the second quarter of 2015 was primarily the result of a $33.7 million decrease in fuel expense compared to the second quarter of 2014. This decrease was largely driven by lower fuel prices on a per gallon basis and fewer miles driven.

•

The $25.2 million, or 5.4%, decrease in salaries, wages and employee benefits was driven by a $13.3 million decrease in wages due to lower total shipments in 2015 compared to 2014, which required fewer employee hours to process freight, a $8.1 million decrease in benefit costs and a $5.4 million decrease in workers’ compensation expense driven by lower claim frequency in 2015 and favorable development for prior year claims.

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The $13.8 million, or 10.6%, decrease in purchased transportation was primarily related to a decrease in total shipments and lower rail and road rates in the second quarter of 2015, as compared to the second quarter of 2014, which is primarily driven by lower fuel surcharges paid to our providers. We also experienced less than optimal use of purchased transportation in the second quarter of 2014 in response to increased shipments and network congestion. Offsetting this decrease is additional purchased transportation expense resulting from higher usage of leased revenue equipment.

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•	The $3.0 million, or 7.0%, decrease in other operating expense in the second quarter of 2015 was primarily the result of a $4.1 million decrease in our liability claims expense relating to more adverse development on prior year claims experienced in the second quarter of 2014, as compared to the same period in 2015.

•	The $70.0 million, or 19.5%, decrease in operating expenses and supplies in the first half of 2015 was primarily the result of a $70.5 million decrease in fuel expense compared to the first half of 2014. This decrease was largely driven by lower fuel prices on a per gallon basis and fewer miles driven.

•

The $41.0 million, or 4.5%, decrease in salaries, wages and employee benefits was driven by a $18.8 million decrease in wages due to lower total shipments in the first half of 2015 compared to the first half of 2014, which required fewer employee hours to process freight, a $17.0 million decrease in benefit costs and a $8.3 million decrease in workers’ compensation expense driven by lower claim frequency in 2015 and favorable development for prior year claims.

•	The $17.6 million, or 7.4%, decrease in purchased transportation was primarily related to a decrease in total shipments and lower rail and road rates in the first half of 2015, as compared to the first half of 2014, which is primarily driven by lower fuel surcharges paid to our providers. We also experienced less than optimal use of purchased transportation in the

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(a)	pp represents the change in percentage points

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•	The $23.4 million, or 20.1%, decrease in operating expenses and supplies in the second quarter of 2015 was primarily driven by a $24.1 million decrease in fuel expense compared to the second quarter of 2014. This decrease was largely driven by lower fuel prices on a per gallon basis and fewer miles driven.

•

The $3.7 million, or 1.4%, decrease in salaries, wages and employee benefits in the second quarter of 2015 was primarily the result of a $3.0 million decrease in wages due to lower total shipments in 2015 compared to 2014, which required fewer employee hours to process freight, in addition to a $2.9 million decrease in workers’ compensation expense resulting from lower claim frequency in 2015 and favorable development for prior year claims. This was partially offset by a $1.4 million increase in benefit costs.

•	The $2.1 million, or 7.9%, decrease in other operating expense in the second quarter of 2015 was primarily the result of a $1.7 million decrease in our liability claims expense relating to more adverse development on prior year claims experienced in the second quarter of 2014, as compared to the same period in 2015.

•	The $2.1 million, or 6.9%, increase in purchased transportation in the second quarter of 2015 was primarily driven by a $1.7 million increase in vehicle rent expense as our percentage of leased units has increased from prior year due to our strategy of using operating leases to acquire new revenue equipment.

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The $42.8 million, or 18.5%, decrease in operating expenses and supplies in the first half of 2015 was primarily driven by a $48.2 million decrease in fuel expense compared to the first half of 2014. This decrease was largely driven by lower fuel prices on a per gallon basis and fewer miles driven. The lower fuel costs were partially offset by a $3.1 million increase in vehicle maintenance primarily used to support our aging fleet.

•	The $7.3 million, or 13.5%, increase in purchased transportation in the first half of 2015 was primarily driven by a $7.1 million increase in vehicle rent expense as our percentage of leased units has increased from prior year due to our strategy of using operating leases to acquire new revenue equipment.

•	The $3.3 million, or 6.5%, increase in other operating expense in the first half of 2015 was primarily the result of a $4.1 million increase in our liability claims expense, resulting from more adverse development on prior year claims experienced in the first half of 2015 as compared to the first half of 2014.

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(a)	Total liabilities for uncertain income tax positions as of June 30, 2015 were $7.9 million and are classified on our consolidated balance sheet within “Claims and Other Liabilities” and are excluded from the table above.

(b)	The $200.7 million of lease financing obligation payments represent interest payments of $141.2 million and principal payments of $59.5 million. The remaining principle obligation is offset by the estimated book value of leased property at the expiration date of each lease agreement.

(c)	The workers’ compensation and liability claims obligations represent our undiscounted estimate of future payments for these obligations, not all of which are contractually required.

(d)	Future service obligations consist primarily of hardware and software maintenance contracts.

(a)	As of June 30, 2015, we held $57.1 million in restricted escrow, which represents cash collateral on our ABL Facility.

(b)	As of June 30, 2015, Managed Accessibility was $30.1 million, which represents maximum availability of $73.8 million less the lower of 10% of the borrowing base or collateral line cap.

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*	Indicates documents filed herewith.

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1.	DEFINITIONS, ADMINISTRATION AND CONSTRUCTION

(a)	The following capitalized terms used in this Plan shall have the following meanings given to each of them in this Section 1(a):

(b)

The Compensation Committee shall administer this Plan. The Compensation Committee may adopt rules for the administration of this Plan as it may deem necessary or advisable. The Compensation Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under this Plan, including the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this paragraph and elsewhere in this Plan. Notwithstanding any provision of law, or any explicit or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Compensation Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Compensation Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Compensation Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Compensation Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

(c)	Except as expressly stated to the contrary, references in this plan to “including” mean “including, without limitation” and to “persons” mean natural persons and legal entities.

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(a)	From time to time, the Board (or at its direction, the Compensation Committee) may set retainers for Participants for their service as a member of the Board or one or more of the Board’s Committees. The current retainers for Participants are listed on Exhibit A.

(b)

Annual retainers shall be paid in advance in quarterly installments on January 1, April 1, July 1 and October 1 (or on the first business day immediately following such payment date). A Participant who joins the Board mid-term shall receive a pro-rated retainer based on the number of days remaining in his/her initial term. The initial payment shall be made as soon as administratively practicable following the Participant’s commencement as a member of the Board.

(a)	Generally. This Section 5, except as expressly specified otherwise, applies only with respect to RSUs granted on or after the restatement date of the Plan specified above.

(b)

Grants. On the first business day following the annual meeting of stockholders of the Company held in 2015 and each year thereafter (“Grant Date”), each Participant shall receive a grant of that number of RSUs equal to $125,000 divided by the average closing price for the 30 day period immediately preceding the Grant Date. In addition to the annual grant described in the preceding sentence, the Board (or at its discretion, the Compensation Committee) may make such additional grants from time-to-time upon whatever terms it deems appropriate.

(c)	Vesting. The RSUs granted following the date of the restatement of this Plan shall be fully vested as of the date that they are granted. An RSU that has satisfied the vesting terms described herein is referred to as a “Vested RSU”.

(d)

Deferral Elections. Pursuant to a written election (a “Deferral Election”), a Participant may defer delivery of all or a portion of the shares of Common Stock underlying the RSUs, in accordance with this Section 5 and the rules prescribed by the Compensation Committee. The Company (or its designee) shall maintain an account for each Participant to record any Deferral Election made with respect to RSUs. All Deferral Elections must be delivered to the Secretary. Commencing with any RSUs that are granted for services performed in any fiscal year that commences in calendar year 2016 or later, (i) any prior Deferral Elections shall cease to apply to any such RSUs and (ii) a Participant shall only be allowed to make a Deferral Election with the express consent of the Committee.

(i)

Initial Deferral Election. Except as otherwise provided in this Section 5, a Deferral Election with respect to RSUs must be made not later than the close of the Participant’s taxable year immediately preceding the service year for which the RSUs are granted as compensation (or such other time as permitted under Section 409A of the Internal Revenue Code of 1986, as amended, and any applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (“Section 409A”)). For example, a Deferral Election for any RSUs granted in 2016 or later as compensation for services rendered in 2016, must be made no later than December 31, 2015. A Participant’s Deferral Election may be changed at any time prior to the last permissible date for making the Deferral Election, and shall thereafter be irrevocable. A form of the Deferral Election is included in Exhibit B.

(ii)	First Year of Eligibility. In the case of the first year in which a director becomes eligible to participate in the Plan, the director may make an initial Deferral Election within 30 days after the director first

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(iii)

Evergreen Election. A Participant may elect that his/her Deferral Election for an upcoming year will continue in effect for subsequent years until modified by the Participant (an “Evergreen Election”). If a Participant makes an Evergreen Election, the Participant may unilaterally modify such Deferral Election (either to terminate, increase or decrease the portion of his future RSUs which are subject to deferral) by providing a written modification of the Deferral Election to the Secretary. The modification shall become effective as of the first day of January following the date such written modification is received by the Secretary or sooner if permitted under the special thirteen month election. Notwithstanding the foregoing, Evergreen Elections shall cease to apply to any RSUs that are granted for services performed in any fiscal year that commences in calendar year 2016 or later.

(iv)

Subsequent Deferral Election. A Participant shall be entitled to delay the delivery of shares of Common Stock underlying the RSUs pursuant to his initial Deferral Election (a “Subsequent Deferral Election”) provided: (1) the Subsequent Deferral Election does not take effect until at least twelve (12) months after the date on which the Subsequent Deferral Election is made, (2) if the Subsequent Deferral Election relates to a payment event other than the death or Disability of the Participant, the Subsequent Deferral Election defers payment for a period of at least five (5) years from the date such payment would otherwise have been made but for such Subsequent Deferral Election, and (3) if the Subsequent Deferral Election relates to a payment at a specified time or pursuant to a fixed schedule, the Subsequent Deferral Election is made not less than 12 months before the date the payment is scheduled to be paid.

(e)	Delivery of Shares. The Company shall deliver one share of Common Stock for each RSU that becomes a Vested RSU, as described below:

(i)

RSUs Not Deferred, granted prior to fiscal years commencing in 2016. If the Participant does not timely elect to defer delivery of the shares of Common Stock underlying the RSUs pursuant to a Deferral Election on file with the Company’s Secretary, and the RSU is granted prior to a fiscal year commencing in 2016, the Company shall deliver to the Participant one share of Common Stock for each RSU that becomes a Vested RSU within 90 days following the date that such RSU becomes a Vested RSU, but in no event later than March 15 of the calendar year following the calendar year in which the RSU became a Vested RSUs.

(ii)

RSUs granted for services performed in fiscal years commencing in 2016 or later. Notwithstanding the foregoing, for purposes of any RSU granted for services performed in any fiscal year that commences in calendar year 2016 or later, the Company shall deliver to the Participant one share of Common Stock for each Vested RSU, but such share of Common Stock shall not be delivered until the Participant’s “separation from service.”

(iii)

RSUs Deferred. If a Participant timely elects to defer delivery of the shares of Common Stock underlying the RSUs pursuant to a Deferral Election on file with the Company’s Secretary, the Company shall deliver to the Participant one share of Common Stock for each vested RSU for which a Deferral Election has been made, on the earlier of the Participant’s separation from service with the Board, death, Disability, Change in Control, or date specified by the Participant in his/her Deferral Election (each a “Payment Event”). Actual delivery of the shares shall be made within 90 days of the Payment Event, if such Payment Event is a separation from service with the Board, death, Disability, or a specified date elected by the Participant. Upon a Change in Control, delivery of the shares shall occur on the date of the Change in Control.

(iv)

Change in Control. Notwithstanding the foregoing, (x) if the Participant’s RSUs are not exempt from Section 409A the Company shall not deliver shares of Common Stock upon a Change in Control, unless the Change in Control also constitutes an event described in Section 409A(a)(2)(A)(v) and the Treasury Regulations thereunder and (y) if the Participant’s RSUs are not exempt from Section 409A, the Payment Event is the Participant’s separation from service, and the Participant is a “specified employee” for purposes of Section 409A(a)(2)(B)(i), then the Company shall not deliver shares of Common Stock

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(f)

Dividend Equivalents. If the Company declares a cash dividend on its Common Stock, the Company shall credit to a bookkeeping account established for each Participant an amount equal to the cash value of the dividend that would have been paid to the Participant if each RSU (whether vested or unvested) was a share of Common Stock held by the Participant (“Dividend Equivalents”). No interest or other additions shall be earned on amounts credited to such Dividend Equivalent account. Dividend Equivalents shall be paid at the same time as the delivery date of the shares of Common Stock underlying the Vested RSUs to which the accrued Dividend Equivalents relate. Any Dividend Equivalents relating to any forfeited RSUs shall be forfeited.

(g)

Beneficiary. If a Participant dies, the Company shall pay any amounts deferred under this Plan to the beneficiary or beneficiaries, if any, that the Participant designates to the Secretary in writing during the Participant’s lifetime. During his/her lifetime, the Participant may revoke or change any designation of beneficiary by delivering the revocation or designation in writing to the Secretary. If no beneficiary is designated or survives the Participant, then the accounts shall be issued and paid to the Participant’s surviving spouse (or, if none, personal representative).

(h)	Unfunded. The Participant understands that all deferrals hereunder (i.e., the balance of his/her accounts) are unfunded, will be represented by appropriate bookkeeping entries and any such amounts due the Participant shall be unsecured, general obligations of the Company.

(i)

409A. This Section 5 and any Equity Award agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A. Neither the Company nor its directors, officers, executives, or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by a Participant as a result of the application of Section 409A. Notwithstanding anything in this Plan or any Equity Award agreement to the contrary, all payments and benefits under this Plan that would constitute non- exempt “deferred compensation” for purposes of Section 409A and that would otherwise be payable or distributable hereunder by reason of the Participant’s separation from service on the Board, will not be payable or distributable to the Participant unless the circumstances giving rise to such separation from service meet any description or definition of “separation from service” in Section 409A (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”

(a)	Except by the laws of descent and distribution if a Participant dies, the rights and benefits of this Plan may not be assigned or otherwise transferred. A Participant shall cease to be a Participant under this Plan upon the Participant’s termination of his/her directorship with the Company whether by death, disability, retirement, resignation or removal.

(b)	Any notice to the Company that this Plan requires shall be in writing, addressed to the Secretary and be effective when the Secretary receives the notice.

(c)	This Plan and any determination or action taken respecting this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its law of conflicts of law.

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1.

Non-transferability. No rights under the Restricted Stock Unit Agreement shall be transferable otherwise than by will or the laws of descent and distribution, and, except to the extent otherwise provided herein, the rights and the benefits of the Restricted Stock Unit Agreement may be exercised and received, respectively, during the lifetime of the Participant only by the Participant or by the Participant’s guardian or legal representative.

2.

Limitation of Liability. Under no circumstances will the Company be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, with respect to the Plans, the Restricted Stock Unit Agreement or the Company’s role as Plan sponsor.

3.

Units Subject to Plans. Copies of the Plans are included with the Restricted Stock Unit Agreement. The provisions of the Plans as now in effect and as the Plans may be amended in the future (but only to the extent such amendments are allowed by the provisions of the Plans) are hereby incorporated in the Restricted Stock Unit Agreement by reference as though fully set forth herein. Upon request to the Secretary of the Company, the Participant may obtain a copy of the Plans and any amendments.

4.	Definitions. Unless redefined herein, all terms defined in the Plans have the same meaning when used as capitalized terms in these Terms and Conditions.

5.

Compliance with Regulatory Requirements. Notwithstanding anything else in the Plans, the shares of Common Stock underlying the Units that are delivered to the Participant may not be sold, pledged or hypothecated unless the Company is in compliance with all regulatory requirements regarding registration of the shares to be issued under the terms of the Plans, and in any event only to the extent permitted under federal securities laws and the Company’s Securities Trading and Disclosure Policy.

(1)	I have reviewed this quarterly report on Form 10-Q of YRC Worldwide Inc.;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)	I have reviewed this quarterly report on Form 10-Q of YRC Worldwide Inc.;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of YRC Worldwide Inc.

(1)	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of YRC Worldwide Inc.