EXECUTIVE SEVERANCE AGREEMENT

(a)

“ Applicable Period ” means two years from the date of the Executive’s Termination.

(b)

“ Business Combination ” means any transaction that is referred to as such in the Certificate of Incorporation of YRC, as amended.

(c)

“ Cause ” means

(i)

a conviction of a felony involving moral turpitude by a court of competent jurisdiction that is no longer subject to direct appeal,

(ii)

conduct that is materially and demonstrably injurious to YRC, or

(iii)

the Executive’s willful engagement in one or more acts of dishonesty resulting in material personal gain to the Executive at the expense of YRC.

(d)

“ Change of Control ,” for the purposes of this Agreement, shall be deemed to have taken place if:

(i)

a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), purchases or otherwise acquires shares of YRC after the date of this Agreement that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of YRC;

(ii)

a third person, including a “group” as defined in Section 13(d)(3) of the Exchange Act purchases or otherwise acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) shares of YRC after the date of this Agreement and as a result thereof becomes the beneficial owner of shares of YRC having 35% or more of the total number of votes that may be cast for election of directors of YRC; or

(iii)

as the result of, or in connection with any cash tender or exchange offer, merger or other Business Combination, or contested election, or any combination of the foregoing transactions, the Continuing Directors shall cease to constitute a majority of the Board of Directors of YRC or any successor to YRC during any 12-month period.

(e)

“ Continuing Director ” means a director of YRC who meets the definition of Continuing Director contained in the Certificate of Incorporation of YRC, as amended.

(f)

“ Normal Retirement Age ” means the last day of the calendar month in which the Executive’s 65th birthday occurs.

(g)

“ Permanent Disability ” means, as determined in the reasonable discretion of the Board or the duly authorized Committee, Executive 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 Executive’s employer.

(h)

“ Subsidiary ” means any domestic or foreign entity, of which YRC or its Subsidiaries directly or indirectly owns a majority of the entity’s shares or other equity interests normally entitled to vote in electing directors or selecting management.

(i)

“ Target Separation Amount” means an amount equal to (A) Executive’s target annual bonus percentage in effect for the year in which the Termination occurs (or if no such percentage has been established,              %, or such percentage as the Compensation Committee determines in its sole discretion), times (B) the Executive’s then-current base salary.

(j)

Construction & Interpretation. As used in this Agreement, unless the context expressly requires the contrary, references to Sections shall mean the sections and subsections of this Agreement; references to “including” shall mean “including (without

limitation)”; references to a “person” shall mean both legal entities and natural persons; references to the singular shall include the plural and vice versa ; and references to the masculine shall include the feminine and neutral, and vice versa .

(a)

the Corporation’s termination of the Executive’s employment with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age or Cause;

(b)

the Corporation’s termination of the employment of the Executive with the Corporation, for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age or Cause, if the termination occurs at any time between:

(i)

the date the Corporation enters into a definitive agreement or files a proxy statement, or the date a third person begins a tender or exchange offer, in each case, in connection with a transaction that would constitute a Change of Control, or the date the Corporation takes other steps seeking to effect a Change of Control, and

(ii)

the date the Change of Control transaction is either consummated, abandoned or terminated (for this purpose, the Board shall have the sole and absolute discretion to determine that a proposed transaction has been abandoned), or

(c)

the resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control:

(i)

an adverse change of the Executive’s title or a reduction or adverse change in the nature or scope of the Executive’s authority or duties from those the Executive exercised and performed immediately prior to the Change of Control;

(ii)

a transfer of the Executive to a location that is more than 35 miles away from the location where the Executive was employed immediately prior to the Change of Control;

(iii)

a substantial increase occurs in the amount of time the Executive is required to spend traveling (for this purpose, a “substantial increase” will be deemed to occur if the Executive is required to travel in an amount greater than 30% more in any calendar year, measured in number of days, as compared to the average number of days the Executive was required to travel during the three preceding calendar years);

(iv)

any reduction in the rate of the Executive’s annual salary below his rate of annual salary immediately prior to the Change of Control; or

(v)

any reduction in the level of the Executive’s fringe benefits or bonus below a level consistent with the Corporation’s practice prior to the Change of Control, other than changes applicable to all similarly situated executives of the Corporation.

(a)

YRC shall pay to the Executive, in accordance with its normal payroll policies, the compensation and benefits that the Executive accrued through the date of Termination. In addition, YRC shall pay to the Executive the Executive’s annual bonus for the year in which the date of Termination occurs, if any, earned by the achievement of performance goals set under the Corporation’s annual incentive plan and paid at the same time the Corporation pays bonuses to similarly situated employees under such plan.

(b)

YRC shall pay to the Executive, on the “ Termination Payment Commencement Date ” (defined below), as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to two times the sum of:

(i)

the Executive’s current base salary, and

(ii)

the Executive’s Target Separation Amount.

(c)

During the “ Applicable Period ” , the Corporation shall arrange to provide the Executive with substantially similar benefits to the benefits the Executive would have received if the Executive had remained an employee of the Corporation, including the applicable medical, dental, life insurance, short-term disability, long-term disability and perquisite plans and programs covering key executives of the Corporation; provided that the Executive shall not be entitled to accrue any benefits after Termination under any 401(k) plan or defined benefit or contribution pension plan of the Corporation. Any benefits accrued under any such 401(k) or defined benefit or contribution pension plan shall be governed by those plans.