VOLUME SHIPMENT PRICING

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VOLUME SHIPMENT PRICING TARIFF CNWY 129-C.2 Effective November 2, 2015 APPLYING BETWEEN POINTS OF ORIGIN AND POINTS OF DESTINATION IN THE CONTIGUOUS 48 UNITED STATES (EXCLUDING ALASKA AND HAWAII)

CNWY 129-C.2 TABLE OF CONTENTS CONTENTS SUBJECT ITEM PAGE Abbreviations and Reference Marks Explanations 999 4 Application of Fuel Related Charge 180 3 Application of Rates 160 3 Application of Volume Shipment Pricing 150 2 Computation and Application of Fuel Related Increase Volume Shipment Pricing 2009 5-7 Governing Publications 100 2 Participants 130 2 Standard Delivery Service Guarantee 240 3 SECTION 1 - Rules and Regulations --- 2-4 SECTION 2 - Rates and Charges --- 5-7 TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 1

Section 1 RULES AND REGULATIONS Governing Publications Item 100 This tariff is governed, except as otherwise provided herein, by the following described tariffs, and by supplements or loose-leaf page amendments thereto or successive issues thereof: Title/Type of Tariff Issuing Agent or Carrier Tariff Number Hazardous Materials Regulations U.S. D.O.T. CFR Title 49 Mileage Guide (Point-to-Point) Rand McNally MileMaker National Five-Digit United States ZIP Code Post Office Directory United States Postal Service --- National Motor Freight Classification * NMF 100 *Where notes or other qualifying statements in NMF 100 refers to LTL, LTL shipments or LTL provisions, such references will be taken to refer to shipments on which charges are based on a weight of less than 20,000 lbs. Where such notes or other qualifying statements in NMF refer to TL, TL shipments or TL provisions, such references will be taken to refer to shipments on which charges are based on a weight of 20,000 pounds or more. Wherever rules (except Item 421) of NMF 100 refer to classes, the same will be understood also to apply to rates. Note: As clarification, the application of LTL (as defined in Item 999) will be rated as less than 20M. The application of TL (as defined in Item 999) will be rated as 20M or greater. This application takes precedence over Tariff CNWY 199 Series application. Participants Item 130 Carriers participating in this tariff are as follows: XPO Logistics Freight, Inc. MC- 165377 US DOT #241829 CNWY XPO Logistics Freight Canada Inc. MC- 370621 US DOT# 838885 CWQC Application of Volume Shipment Pricing Item 150 All shipments tendered to Carrier may be eligible for Volume Shipment Pricing subject to the following conditions: Shipments must have its point of origin and its point of destination in the contiguous 48 United States (excluding Alaska and Hawaii). Applicable on all rate bases. Application of Volume Shipment Pricing will not modify any contractual terms in effect governing the shipment. Shipments rated with Volume Shipment Pricing will be eligible for the Standard Delivery Service Guarantee (Item 240). Shipments that exceed the capacity of a 28 trailer or the maximum per axle weight allowed by law will be rated as multiple shipments. TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 2

Application of Rates Item 160 Volume Shipment Pricing is computed using a base rate plus a rate per mile applied to the total distance as determined by the ZIP to ZIP distance. Application of Fuel Related Charge Item 180 Shipments that have Volume Shipment Pricing applied will be assesed a fuel surcharge based on a rate per mile (see Item 2009) applied to the total distance as determined by the ZIP to ZIP distance. TL shipments shall be subject to the fuel related increase in Item 2009, column marked Volume Shipment Pricing TL Fuel Surcharge. Standard Delivery Service Guarantee Item 240 All eligible shipments tendered to Carrier invoiced with Volume Shipment Pricing will receive a no charge guarantee. The program will cover all points served direct by Carrier with points of origin and points of destination in the contiguous 48 United States (excluding Alaska and Hawaii). If delivery is not completed within the published transit time, the debtor will (subject to terms and conditions listed below) receive a zero invoice for all net linehaul charges, including fuel surcharges. All other applicable accessorial charges would still apply. The program covers all shipments invoiced with Volume Shipment Pricing. No action is needed on the part of Carrier customers to be enrolled in the program. The program will automatically be applied, and is subject to the following conditions: Standard Delivery Service Guarantee only applies to points that are serviced direct by Carrier with points of origin and points of destination in the contiguous 48 United States (excluding Alaska and Hawaii). Delivery is achieved when Carrier tenders the entire shipment for delivery within the published standard transit time. The shipment must be ready for pickup no later than 5 PM local time on the day of shipment. The debtor on the shipment must file for the no-charge offer no later than seven (7) calendar days after the actual date of delivery. Only the debtor (defined as the beneficial owner of the freight) is eligible and may file a claim under this Item 240. No agent, representative or third party may file on behalf of the debtor. Any changes made to the original debtor of the freight bill will render the service guarantee null and void. The filing for the money-back guarantee can be made using an easy-to-complete electronic form available on the Carrier web site (http://xpo.com/services/less-than-truckload-ltl). The debtor must be a registered web site user to file a claim. In the event claim for failure to perform service is denied, any objections or disputes of such denied claim must be filed within 30 calendar days of original scheduled date of delivery of shipment. Transit time performance is excused when loss, damage, or delay is caused by an act of God, public enemies, riot, strike, other work stoppage, or labor unrest, a defect or inherent vice in the goods, act of public authorities, act or omission of custom officials, terrorism, faulty, or impassable highway, lack of capacity of a highway or bridge, authority of law, quarantines, civil commotion or hazardous incidents to a state of war, compliance with laws, government regulations, orders or requirements, act or omission of shipper, consignee, or owner of the goods, or any cause beyond Carrier's control. Any customer who marks a "G!" or "Guaranteed" on the bill of lading will be charged an extra 20% and the shipment will move under the original "G!" program as outlined in tariff CNWY 199 Item 200. The following shipments are excluded from this program: o Shipments marked for or that subsequently require delivery using lift gate equipment o Shipments requiring temperature control. o Shipments marked as Hazardous Materials or that subsequently requires the shipment to be handled as a Hazardous Material as specified by the D.O.T. Published transit times that will be used to measure on-time between United States ZIP Codes are published on the Carrier Internet web site http://xpo.com/services/less-than-truckload-ltl TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 3

Abbreviations and Reference Marks Explanations Item 999 Abbreviations DOE DOT EIA LTL NMF NMFC TL U.S. Explanations Department of Energy Department of Transportation Energy Information Administration Less Than Truckload National Motor Freight Traffic Association, Inc., Agent National Motor Freight Classification NMF 100 Series Truckload United States Reference Mark Explanation & and % percent (R) reduction (I) increase (N) Denotes change in wording which results in neither increases nor reductions in charges TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 4

Section 2 RATES AND CHARGES Computation and Application of Fuel Related Increase Volume Shipment Pricing Item 2009 Except as otherwise provided in the individual tariffs, the fuel related increases named below shall apply on all shipments rated as with Volume Shipment Pricing (subject to Notes 1-6). The fuel surcharge for each shipment will be determined by the rate per mile applicable on the date of the shipment as listed below. The fuel surcharge amount will be due and payable by the debtor indicated on the freight bill. Terms of payment of the fuel surcharge are the same as for freight transportation charges. The fuel related increase shall be subject to a one cent minimum and shall be as follows: United States Department of Energy Average Price Per Gallon Volume Shipment Pricing LTL Fuel Surcharge Rate per Mile Volume Shipment Pricing TL Fuel Surcharge Rate per Mile Less Than $1.14 No Fuel Surcharge No Fuel Surcharge At $1.14 but less than $1.18 $0.082 $0.164 At $1.18 but less than $1.22 $0.086 $0.172 At $1.22 but less than $1.26 $0.090 $0.180 At $1.26 but less than $1.30 $0.094 $0.188 At $1.30 but less than $1.34 $0.098 $0.196 At $1.34 but less than $1.38 $0.102 $0.204 At $1.38 but less than $1.42 $0.106 $0.212 At $1.42 but less than $1.46 $0.110 $0.220 At $1.46 but less than $1.50 $0.114 $0.228 At $1.50 but less than $1.54 $0.118 $0.236 At $1.54 but less than $1.58 $0.122 $0.244 At $1.58 but less than $1.62 $0.126 $0.252 At $1.62 but less than $1.66 $0.130 $0.260 At $1.66 but less than $1.70 $0.134 $0.268 At $1.70 but less than $1.74 $0.138 $0.276 At $1.74 but less than $1.78 $0.142 $0.284 At $1.78 but less than $1.82 $0.146 $0.292 At $1.82 but less than $1.86 $0.150 $0.300 At $1.86 but less than $1.90 $0.154 $0.308 At $1.90 but less than $1.94 $0.158 $0.316 At $1.94 but less than $1.98 $0.162 $0.324 At $1.98 but less than $2.02 $0.166 $0.332 At $2.02 but less than $2.06 $0.170 $0.340 At $2.06 but less than $2.10 $0.174 $0.348 At $2.10 but less than $2.14 $0.178 $0.356 At $2.14 but less than $2.18 $0.182 $0.364 At $2.18 but less than $2.22 $0.186 $0.372 At $2.22 but less than $2.26 $0.190 $0.380 At $2.26 but less than $2.30 $0.194 $0.388 At $2.30 but less than $2.34 $0.198 $0.396 At $2.34 but less than $2.38 $0.202 $0.404 At $2.38 but less than $2.42 $0.206 $0.412 TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 5

United States Department of Energy Average Price Per Gallon Volume Shipment Pricing LTL Fuel Surcharge Rate per Mile Volume Shipment Pricing TL Fuel Surcharge Rate per Mile At $2.42 but less than $2.46 $0.210 $0.420 At $2.46 but less than $2.50 $0.214 $0.428 At $2.50 but less than $2.54 $0.218 $0.436 At $2.54 but less than $2.58 $0.222 $0.444 At $2.58 but less than $2.62 $0.226 $0.452 At $2.62 but less than $2.66 $0.230 $0.460 At $2.66 but less than $2.70 $0.234 $0.468 At $2.70 but less than $2.74 $0.238 $0.476 At $2.74 but less than $2.78 $0.242 $0.484 At $2.78 but less than $2.82 $0.246 $0.492 At $2.82 but less than $2.86 $0.250 $0.500 At $2.86 but less than $2.90 $0.254 $0.508 At $2.90 but less than $2.94 $0.258 $0.516 At $2.94 but less than $2.98 $0.262 $0.524 At $2.98 but less than $3.02 $0.266 $0.532 At $3.02 but less than $3.06 $0.270 $0.540 At $3.06 but less than $3.10 $0.274 $0.548 At $3.10 but less than $3.14 $0.278 $0.556 At $3.14 but less than $3.18 $0.282 $0.564 At $3.18 but less than $3.22 $0.286 $0.572 At $3.22 but less than $3.26 $0.290 $0.580 At $3.26 but less than $3.30 $0.294 $0.588 At $3.30 but less than $3.34 $0.298 $0.596 At $3.34 but less than $3.38 $0.302 $0.604 At $3.38 but less than $3.42 $0.306 $0.612 At $3.42 but less than $3.46 $0.310 $0.620 At $3.46 but less than $3.50 $0.314 $0.628 At $3.50 but less than $3.54 $0.318 $0.636 At $3.54 but less than $3.58 $0.322 $0.644 At $3.58 but less than $3.62 $0.326 $0.652 At $3.62 but less than $3.66 $0.330 $0.660 At $3.66 but less than $3.70 $0.334 $0.668 At $3.70 but less than $3.74 $0.338 $0.676 At $3.74 but less than $3.78 $0.342 $0.684 At $3.78 but less than $3.82 $0.346 $0.692 At $3.82 but less than $3.86 $0.350 $0.700 At $3.86 but less than $3.90 $0.354 $0.708 At $3.90 but less than $3.94 $0.358 $0.716 At $3.94 but less than $3.98 $0.362 $0.724 At $3.98 but less than $4.02 $0.366 $0.732 Note 1: The fuel surcharge namd in this item shall not apply on accessorial charges or exceptions thereto named in the individual tariffs. The fuel surcharge shall apply only on the Carrier s shipments rated with Volume Shipment Pricing. Note 2: Fractions of less that one-half cent will be dropped; fractions of one-half cent or greater will be increased to the next whole cent. Note 3: Fractions of less than one-half mile will be dropped; fractions of one-half mile or greater will be increased to the next whole mile. TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 6

Note 4: With the exception of accessorial charges, charges for shipments rated as Volume Shipment Pricing are for the movement of freight between points of origin and ponts of destination in the contiguous 48 United States (except Alaska and Hawaii).. Note 5: Fuel surcharges are based on the United States Department of Energy, Energy Information Administration (EIA) Average Price for a gallon of diesel fuel each Monday. Based on that publication level, the above charges will become effective the following Monday. Note 6: When the U.S. DOE Average Price per Gallon Fuel Index is at least $4.02, for each four cents ($0.04) increase in the price per gallon the fuel surcharge will increase by $0.004 per mile on LTL shipments and $0.008 per mile on TL shipments. TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 7

Notes TARIFF CNWY 129-C.2 EFFECTIVE November 2, 2015 8

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