TFI International Inc.

External Auditors

a)

Recommend to the Board the selection of external auditors, considering independence and effectiveness and approve the fees and other compensation to be paid to the external auditors.

b)

Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation;

c)

Make clear that the external auditors for the Corporation are ultimately accountable to the Committee and the Board, that the Committee and Board have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the external auditors or to nominate the external auditor to be proposed for Shareholder approval in any proxy statement.

d)

Require the external auditors to submit on a periodic basis (but at least annually) to the Committee a formal written statement in accordance with the Independence Standards delineating all relationships between them and the Corporation, actively engage in a dialogue with them with respect to any disclosed relationships or services that may impact their objectivity and independence, and recommend that the Board take appropriate action in response to the report of the external auditors to satisfy itself of the external auditors’ independence.

e)

Review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.

f)

Discuss with the external auditors their audit plan.

g)

Review and approve in advance all non-audit services performed by the Corporation’s duly appointed external auditing firm. Notwithstanding the foregoing:

i)

the audit committee may delegate to the chairman of the committee, the authority to pre-approve non-audit services to be performed by the Corporation’s duly appointed audit firm. The pre-approval of such non-audit services by chairman to whom authority has been delegated must thereafter be presented to the audit committee at its first scheduled meeting following such pre-approval.

ii)

if the amount to be paid by the Corporation to the Corporation’s duly appointed external auditing firm is less than seventy-five thousand dollars (CA$75,000) for each specific mandate, up to an aggregate annual amount of all the non-audit services not more than One Hundred Fifty Thousand Dollars (CA$150,000), such non-audit services are deemed to be pre-approved by the committee if they are approved by the Chairman of the committee and provided that the services are promptly brought to the attention of the Committee at its first scheduled meeting following such non-audit services are given.

iii)

the following non-audit services are strictly prohibited and shall in no circumstance be performed by the Corporation’s duly appointed external auditing firm:

Bookkeeping or other services related to the Corporation’s accounting records or financial statements;

Financial information systems design and implementation;

Appraisal or valuation services for financial reporting purposes;

Actuarial services for items recorded in the financial statements;

Internal audit outsourcing services;

Management functions;

Human resources;

Certain corporate finance and other services;

Legal services;

Certain expert services unrelated to the audit.

h)

Resolution of disagreements between management and external auditors;