0001193125-06-054641 Sample Contracts

YRC WORLDWIDE INC. SHARE UNIT AGREEMENT [NAME OF GRANTEE] GRANTEE
Yrc Worldwide Inc • March 15th, 2006 • Trucking (no local)

Pursuant to action taken by the Compensation Committee (the “Committee”) of the Board of Directors of YRC WORLDWIDE INC. (formerly Yellow Roadway Corporation), a Delaware corporation (the “Company”), for the purposes of administration of the Yellow Roadway Corporation [2002 Stock Option and Share Award Plan][2004 Long-Term Incentive and Equity Award Plan] or any successor thereto (the “Plan”), the above-named Grantee is hereby granted rights to receive the above number of shares of the Company’s $1 par value per share common stock in accordance with the Vesting Schedule described above on a one share per one unit basis and subject to the other terms and conditions described in this Share Unit Agreement (this “Agreement”).

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USF CORPORATION SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 15th, 2006 • Yrc Worldwide Inc • Trucking (no local) • New York

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of June 27, 2005, by Yellow Roadway Corporation, a Delaware corporation (the “New Guarantor”), and the parent company of USF Corporation, a Delaware corporation (the “Company”), the Guarantors (the “Existing Guarantor Subsidiaries”) under the indenture referred to below and J.P. Morgan Trust Company, National Association (as the successor-in-interest to NBD Bank and Bank One, Michigan), as trustee under the indenture referred to below (the “Trustee”).

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