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EMPLOYMENT AGREEMENT
made as of this 29th day of April, 2004 B E T W E E N: RICK E. GAETZ
(hereinafter the Employee) and VITRAN CORPORATION INC.
(hereinafter the Company) WHEREAS the Employee has been employed with the Company since September 11,
1989 and has been serving the Company in the capacity of President and Chief
Executive Officer since May 2002. AND WHEREAS the Companys Board of Directors (the Board) has determined that
it is in the best interests of the Company and its shareholders to ensure that
the Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility or occurrence of a Change of Control (as
defined below) of the Company; AND WHEREAS the Board believes it is imperative to provide the Employee with
certain enhanced severance benefits upon the Employees termination of
employment following a Change of Control which provide the Employee with
financial security and provide sufficient incentive and encouragement to the
Employee to remain with the Company following a Change of Control; AND WHEREAS it is in the best interests of the Company and the Employee to
enter into this Agreement to reflect the Employees current employment
arrangements with the Company as well as the additional benefits he will
receive in the event that there is a Change of Control of the Company. NOW THEREFORE IN CONSIDERATION of the mutual covenants and promises contained
in this Agreement, the parties hereby agree as follows: 1. EMPLOYMENT POSITION The Employee shall continue to serve the Company in the capacity of
President and Chief Executive Officer, and shall perform such duties and
exercise such powers as are incidental to such position and such other
compatible duties and powers as may from time to time be assigned to him by
the Board.




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The Employee agrees that he shall devote the whole of his time, attention
and ability to the business of the Company insofar as his time, attention
and ability are directed towards business interests. He shall competently
and faithfully serve the Company and use his best efforts to promote the
interests of the Company. 2. COMPENSATION  (a)
    
    BASE SALARY The Employee shall receive an annual gross salary of $380,000 (the base
salary). The base salary shall be payable in accordance with the
Companys customary payment policy. The base salary shall be subject to
annual review. Any increases in the base salary will be at the sole
discretion of the Board.  (b)
    
    BONUS Bonus shall be determined by meeting performance criteria outlined from
time to time by the Boards Compensation Committee, and approved by the
Board. The bonus criteria are subject to annual review.  (c)
    
    BENEFITS The Company will continue to provide the Employee with those group health
and insurance benefits made available by the Company generally to its
senior employees as the same may change from time to time. The Employee
shall also be entitled to the following perquisites:  (i)
    
    annual dues in respect of the Employees club membership at
the Mississauga Golf and Country Club, including any expenses
incurred at such club in accordance with Company policy;(ii)
    
    continuation of a Company car allowance, in accordance with
Company policy; and(iii)
    
    continued entitlement to participate in the Companys stock
option plan. 3. TERMINATION This Agreement shall terminate in the following events:  (i)
    
    by mutual agreement of the parties; or(ii)
    
    forthwith, without notice or any payment in lieu of notice,
if the Company has just cause at common law for termination; or Page 2 of 5




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(iii)
    
    if the employment of the Employee is terminated by the
Company, and the Company does not have just cause at common law for
such termination, the Employee shall receive 24 months salary,
which 24 months salary shall be paid to the Employee in equal
monthly instalments during the 12 month period following the
effective date of termination of his said employment, such that in
the one year period following any such termination of employment the
Employee shall receive two years salary. The value of one months
salary, for the purposes herein, shall be one-thirty-sixth of the
total of the base salary and bonuses received by the Employee during
the 36 months immediately prior to such termination of his
employment. In addition, in the event of any such termination of
employment the Employee shall be entitled to continuation of group
health and insurance benefits (to the extent that such benefits, or
any one or number of them can be continued by the Company at
standard premium rates) for 12 months, or until he commences new
employment, whichever first occurs. The Employees entitlement to
the perquisites referred to in clauses 2(c) (i), (ii) and (iii)
above shall cease immediately upon any such termination of
employment, save that any outstanding stock options held by the
Employee at the time of such termination will continue to be
governed by the express provisions of the Companys stock option
plan. 4. CHANGE OF CONTROL A Change of Control shall be deemed to have occurred if, as a result of:  (a)
    
    a take over bid or acquisition any person, company, association,
partnership or any of them singly or under any voting trust or similar
arrangement has the legal ability to cause to be cast votes with
respect to greater than 50% of the shares at any meeting of the
shareholders called for the purpose of electing the directors of the
Company; or(b)
    
    a merger, consolidation or sale of all, or substantially all, of
the assets of the Company, the persons who were the directors of the
Company immediately before the transaction, cease to constitute a
majority of the Board either directly, or indirectly, as a result of
the transaction. In addition, the election at any time of three or more directors (together
or separately) whose election is opposed by the then majority of the
directors of the Company shall be deemed, in itself, to be a Change of
Control. If there is a Change of Control of the Company, the Employee has continued
to well and faithfully serve the Company including, without limitation,
following all lawful directives of the Board and not engaging in any conduct
which is inconsistent with his duties of loyalty and fidelity to the
Company, and the employment of the Employee is terminated without just cause
or the Employee resigns from his said employment at any time within 1 year
of the Change of Control, the Company shall pay to the Employee a lump sum
amount equivalent to 30 months salary. The value of one months salary, for
the purposes herein, shall be one-thirty-sixth of the total of the base
salary and bonuses received by the Employee during the Page 3 of 5




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36 months immediately prior to such termination or resignation. Any
outstanding stock options held by the Employee at the time of such
termination or resignation will continue to be governed by the express
provisions of the Companys stock option plan. 5. COVENANTS OF THE EMPLOYEE  (a)
    
    CONFIDENTIALITY All confidential records, material and information, and copies thereof,
and any and all trade secrets concerning the business or affairs of the
Company, or any of its affiliates, obtained by the Employee in the course
and by reason of his employment shall remain the exclusive property of
the Company. During the Employees employment, and at all times
thereafter, the Employee shall not divulge the contents of such
confidential records or material or any of such confidential information
or trade secrets to any person other than to the Companys qualified
employees and the Employee shall not, following the termination of his
employment hereunder, for any reason whatsoever, use the contents of such
confidential records or material or other confidential information or
trade secrets for any purpose whatsoever.  (b)
    
    NON-SOLICITATION OF EMPLOYEES The Employee shall not, without the prior written consent of the Company,
at any time during the period of 18 months following any termination of
his employment with the Company for any reason whatsoever including,
without limitation, any resignation by the Employee from his said
employment, either directly or indirectly, on the Employees own behalf
or on behalf of others, offer employment to or endeavour to entice away
from the Company, or any affiliate thereof, any person who is employed by
the Company or any such affiliate.  (c)
    
    NON-SOLICITATION OF CUSTOMERS The Employee shall not, at any time during the period of 18 months
following any termination of his employment with the Company for any
reason whatsoever including, without limitation, any resignation from his
said employment, contact any customers of the Company, or any of its
subsidiaries, for the purpose of selling to those customers any products
or services which are the same as, or substantially similar to, or
competitive with the products or services sold by the Company or any of
its subsidiaries at such date. 6. GENERAL CONTRACT PROVISIONS  (a)
    
    OTHER ENTITLEMENTS For the purposes of this Agreement, it is agreed that no other notice of
termination or related entitlements, express or implied by law, shall
apply, subject only to such Page 4 of 5




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minimum notice entitlements as may be prescribed from time to time by any
applicable employment standards legislation.  (b)
    
    SEVERABILITY In the event that any provision herein or part hereof shall be deemed
void or invalid by a court of competent jurisdiction, the remaining
provisions or parts hereof shall be and remain in full force and effect.  (c)
    
    ENTIRE AGREEMENT This Agreement constitutes and expresses the entire agreement of the
parties hereto with reference to the employment of the Employee by the
Company. All promises, representations, collateral agreements and
understandings relative thereto and not incorporated herein are hereby
superseded and cancelled by this Agreement.  (d)
    
    SUCCESSORS AND ASSIGNS This Agreement shall enure to the benefit of and be binding upon the
Employee and his heirs and personal representatives, and upon the Company
and its successors and assigns. This Agreement is personal to the
Employee and may not be assigned by him.  (e)
    
    APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario, and the laws of Canada applicable
therein. VITRAN CORPORATION
    
    THE EMPLOYEEper: /s/ Richard D. McGraw
    
    /s/ Rick E. GaetzRICK E. GAETZ
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