YRC WORLDWIDE INC. LONG-TERM INCENTIVE PLAN

Plan Provision

Performance Focus

Consolidated YRC Worldwide Inc. (“Company”) performance

Eligibility

The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall determine who may participate in this Plan. Generally, grades 120-126 may be eligible for the Committee’s determination; however, the Committee may, in its sole discretion, omit those in those grade levels or add participants from outside of those grade levels. The Committee shall determine the award target percentages by grade level. The Committee may remove any participant from further participation in this Plan. For incomplete performance cycles upon termination of participation, the Committee may, in its sole discretion, determine to pay cash awards and issue Share Units to a terminating participant at the end of one or more relevant performance periods on a pro rata basis based on the length of time he or she was actively participating prior to termination during the performance period.

Performance Period

Overlapping three-year performance periods

Performance Criteria

Company performance measured against the S&P Mid Cap Index (400 companies) with target at the 50^th percentile, threshold at the 25^th percentile and maximum at the 75^th percentile. In addition, the Committee may reduce any potential payment or Share Unit issuance, under the Plan, based upon peer company performance relative to the Company or other performance factors that the Committee deems relevant.

Performance Measures and Weights

60% return on committed capital

40% net operating profit after taxes (“NOPAT”) growth

The first and second years of each performance cycle shall each be weighted 25%, and the third year of each performance cycle shall be weighted 50%.

Thresholds and Maximums

Threshold is 25% of target at the 25^th percentile.

Target is 100% at 50^th percentile.

Maximum is 200% of target at the 75^th percentile.

At and above the 75^th percentile on an individual component, the return on committed capital and NOPAT growth components may be over-weighted up to 230% of the component performance; provided that the overall payout on both components is capped at 200% of target.

Form of Payments and Issuances

50% cash and 50% Share Units, awarded at the end of performance period through the 2004-06 performance cycle. 33-1/3% cash and 66-2/3% Share Units beginning with the 2005-07 performance cycle. For grants after April 21, 2005, Share Units are determined by dividing the cash value by the average daily closing share price for the 30-trading day period ending on the day immediately prior to the date of grant. Share Units are converted to shares of stock and delivered to the participant upon becoming fully vested and all holding periods are fully satisfied. The Committee may, based upon an estimated calculation, pay out a percentage of any earned cash award and issue a portion of Share Units in the first quarter of the year following the performance period with the balance to be paid and issued by the end of the 3^rd quarter in that year once the final calculations can be made. The Committee, in its sole discretion, may determine the sample size of the comparison companies in the applicable S&P index.

Reference is made to the Company’s Executive Ownership Guidelines (the “Ownership Guidelines”). For any grant having a cash component, the Committee may award restricted stock in lieu of cash as necessary to bring a participant into or move the participant towards compliance with the Ownership Guidelines.

Vesting of Share Units

For grants through the 2003-05 performance cycle, 50% of the Share Units vest after three years and the remaining 50% of the Share Units vest after six years, in each case, from the date of grant. For grants beginning with the 2004-06 performance cycle, 100% of the Share Units vest after three years from the date of grant. Prior restrictions on previously granted Share Units that provided that the participant will not receive any stock on the vesting of the first 50% until the holding period is satisfied on the 6^th anniversary of the date of grant or termination of employment after vesting, whichever occurs earlier, are hereby removed effective as of the first trading day in 2008.

Termination of Employment

Vested Share Units are converted to stock and delivered to the participant. Non-vested Share Units are forfeited, and no payment or issuance is made for incomplete performance periods. The Committee, at its sole discretion, may determine to deliver non-vested Share Units to the terminating participant based on the circumstances of his or her separation from the Company.

Retirement and Disability

If the participant is age 65 upon termination of employment or is deemed to be totally or permanently disabled, both vested and non-vested Share Units are converted to stock and delivered to the participant.

A participant shall be considered “permanently and totally disabled” if the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the participant’s employer The existence of a permanent and total disability shall be evidenced by such medical certification as the Secretary of the Company shall require and as the Committee approves.

If the participant terminates employment prior to age 65 and the participant is at least 55 years of age with the participant’s age plus years of service equal to at least 75, the Share Units shall continue to vest on the same schedule as if the participant remained employed until age 65, and upon age 65 after such retirement all remaining Share Units shall become fully vested and convert to shares of stock; provided, that the participant does not breach the non-competition covenant contained in the Share Unit agreement.

For incomplete performance cycles, only for those participants who entered the Plan on a pro rata basis for initial performance cycles (as described below in “New Participants”), upon such retirement or disability, the participant will be paid both cash and stock at the end of the performance period on a pro rata basis based on the length of time he or she was actively employed during the performance period. For those participants who entered the Plan on a full target participation basis, there will be no payout or issuance for incomplete performance cycles upon retirement or disability.

Death

Vested and non-vested Share Units are converted to stock and delivered to the person’s estate. For incomplete performance cycles, only for those participants who entered the Plan on a pro rata basis for initial performance cycles (as described below in “New Participants”), the participant’s estate will be paid both cash and stock at the end of the performance period on a pro rata basis based on the length of time he or she was employed during the performance period. For those participants who entered the Plan on a full target participation basis, there will be no payout or issuance to the participant’s estate for incomplete performance cycles.

Change of Control of the Company

Vested and non-vested Share Units are converted to shares of stock and delivered to the participant in the event of a Change of Control (defined below). For incomplete performance cycles, only for those participants who entered the Plan on a pro rata basis for initial performance cycles (as described below in “New Participants”), the participant will be paid both cash and stock on the date of the Change of Control on a pro rata basis based on the length of time he or she was actively employed during the performance period, assuming that the Company would meet estimated actual performance for each period as the Committee determines (but in no event less than Target performance). For those participants who entered the Plan on a full target participation basis, there will be no payout or issuance for incomplete performance cycles upon a Change of Control. For the purposes of this Plan, “Change of Control” shall have the meaning that term is given in the Executive Severance Agreement between the participant and the Company, as it may be amended from time to time; or, if no such agreement exists, the meaning that term is given in the latest Executive Severance Agreement between the Company and its Chief Executive Officer.

New Participants

New participants in the Plan will enter the Plan at the effective date determined by the Committee. The Committee may either determine to adjust new participant target percentages for partially completed performance periods pro rata based upon the length of time of their service during the performance period or provide the new participant full target participation.