Exhibit 10.3

AMENDMENT

YRC WORLDWIDE INC.

SUPPLEMENTAL EXECUTIVE PENSION PLAN

(Effective January 1, 2005)

THIS AGREEMENT is entered into by YRC Worldwide Inc. (the “Company”) this 1^stday of July, 2008.

WITNESSETH:

WHEREAS, the Company maintains the YRC Worldwide Inc. Supplemental Executive Pension Plan (the “Plan”) for the benefit of the employees of the Company and its participating affiliates;

WHEREAS, Section 5.1 of the Plan provides that the Company, through action of its Board of Directors or the Board of Directors delegated representative, may amend the Plan at any time;

WHEREAS, the Company has determined to amend the Plan to freeze future benefit accruals;

NOW, THEREFORE, the Company agrees that the Plan is amended, effective July 1, 2008, as set forth below:

1. Add the following sentence to the end of Section 2.1:

Notwithstanding any other provision in the SEPP to the contrary, no Eligible Employee shall become a Participant on or after July 1, 2008.

2. Add new Section 3.1(viii) at the end of Section 3.1 immediately following Section 3.1(vii):

(viii) notwithstanding any other provision in the SEPP to the contrary, taking into account that the Participant’s benefit under the Underlying Pension Plans and the Transferee SRP ceased accruing (i.e., were frozen) immediately prior to July 1, 2008.

IN WITNESS WHEREOF, the Sponsor has caused this Agreement to be executed on the 1^st day of July, 2008.

YRC WORLDWIDE INC.
By:	/s/ Harold D. Marshall
	Harold D. Marshall,
	Vice President-Employee Benefits