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                         AMENDMENT NO. 2
                               TO
                      AMENDED AND RESTATED
                       SEVERANCE AGREEMENT
                         BY AND BETWEEN
                 CNF INC. AND JOHN H. WILLIFORD


This  Amendment No. 2 (this "Amendment") is made to  the  Amended
and  Restated Severance Agreement dated as of July 31,  2000,  as
amended  by  Amendment  No. 1 to Amended and  Restated  Severance
Agreement  effective January 1, 2003 by and between CNF  Inc.,  a
Delaware corporation (the "Company"), and John H. Williford  (the
"Executive") (as so amended, the "Severance Agreement").

WHEREAS, the Company and the Executive entered into the Severance
Agreement;

WHEREAS,  the  Board of Directors of the Company  has  determined
that  it  is  in  the best interests of the Company  and  of  its
stockholders to amend the Severance Agreement;

NOW,  THEREFORE, in consideration of the premises and  for  other
good  and valuable consideration, the receipt and sufficiency  of
which is hereby acknowledged, the Company and the Executive agree
as  follows (capitalized terms used without definition  have  the
meanings given to those terms in the Severance Agreement):

  1.   Amendment to Section 6, "Severance Payments."  Section 6 of
     the Severance Agreement shall be amended by adding the following
     new Section 6.1(D):

     "(D)  In  addition to the retirement benefits to  which  the
     Executive  is  entitled  under  each  Pension  Plan  or  any
     successor  plan thereto, the Company shall pay the Executive
     a  lump sum amount, in cash, equal to the excess of (i)  the
     actuarial  equivalent  of the aggregate  retirement  pension
     (taking   into   account  any  early  retirement   subsidies
     associated  therewith  and determined  as  a  straight  life
     annuity commencing at the date (but in no event earlier than
     the  third  anniversary of the Date of  Termination)  as  of
     which  the actuarial equivalent of such annuity is greatest)
     which  the Executive would have accrued under the  terms  of
     all  Pension Plans (without regard to any amendment  to  any
     Pension Plan made subsequent to a Change in Control  of  the
     Company  and  on or prior to the Date of Termination,  which
     amendment adversely affects in any manner the computation of
     retirement  benefits  thereunder),  determined  as  if   the
     Executive  (A)  were  fully  vested  thereunder,   (B)   had
     accumulated (after the Date of Termination) thirty-six  (36)
     additional  months  of service credit  thereunder,  (C)  had
     attained an age which is three years older than the age  the
     Executive had attained as of the Date of Termination and (D)
     had been credited under each Pension Plan during such period
     with  compensation  equal to the Executive's  annual  amount
     taken  into account under Section 6.1(A) hereof,  over  (ii)
     the actuarial equivalent of the aggregate retirement pension
     (taking   into   account  any  early  retirement   subsidies
     associated  therewith  and determined  as  a  straight  life
     annuity commencing at the date (but in no event earlier than
     the   Date   of  Termination)  as  of  which  the  actuarial
     equivalent of such annuity is greatest) which the  Executive
     had  accrued pursuant to the provisions of the Pension Plans
     as of the Date of Termination.  For purposes of this Section
     6.1(D), "actuarial equivalent" shall be determined using the
     same  assumptions utilized under the applicable Pension Plan
     immediately  prior to the Date of Termination  or,  if  more
     favorable to the Executive, immediately prior to the  Change
     in Control of the Company."

  2.   Effective Date.  The effective date of this Amendment shall
     be January 22, 2004. Except as expressly amended, the Severance
     Agreement remains unchanged and in full force and effect.


                         CNF INC.
                         By: /s/ Gregory L. Quesnel
                         ------------------------------------
                         Name:   Gregory L. Quesnel
                         Title:  President and Chief Executive Officer


                         EXECUTIVE
                         By: /s/ John H. Williford
                         ------------------------------------
                         Name:     John H. Williford
                         Address:  416 Raymundo Drive
                                   Woodside, CA 94062