1

                         AMENDMENT NO.1
                               TO
                       SEVERANCE AGREEMENT
                         BY AND BETWEEN
           MENLO WORLDWIDE, LLC AND JOHN H. WILLIFORD


This  Amendment No. 1 (this "Amendment") is made to the Severance
Agreement  dated  as  of August 25, 2003  by  and  between  Menlo
Worldwide,  LLC  (the  "Company"), a Delaware  limited  liability
company  whose  sole member is CNF Inc., a Delaware  corporation,
and   John   H.  Williford  (the  "Executive")  (the   "Severance
Agreement").

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

WHEREAS, the Board of Members of the Company has determined  that
it  is in the best interests of the Company and of its member  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 as follows:

     a)The following new Section 6.1(D) shall be added:

          "(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."

     b)   The  reference in the first sentence of Section 6.3  to
          "subsections  (A)  and  (C) of Section  6.1"  shall  be
          amended  so  as  to  also refer to subsection  (D),  as
          follows:   "subsections (A), (C)  and  (D)  of  Section
          6.1."

  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.


                         MENLO WORLDWIDE, LLC.
                         By: /s/ Gregory L. Quesnel
                         --------------------------------------
                         Name:     Gregory L. Quesnel
                         Title:    Chairman of the Board


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