Exhibit 10.4

                              SEVERANCE AGREEMENT

THIS   AGREEMENT  is  made  as  of  June  3,  2005  by  and  between  Con-Way
Transportation  Services,  Inc. (the "Company"), a wholly owned subsidiary of
CNF  Inc.,  a  Delaware corporation  ("CNF"),  and  David  S.  McClimon  (the
"Executive").

WHEREAS, the Board  has  determined that appropriate steps should be taken to
reinforce and encourage the  continued attention and dedication of members of
the Company's management, including  the  Executive, to their assigned duties
without  distraction  in  the  face of potentially  disturbing  circumstances
arising from the possibility of a Change in Control of the Company;

NOW, THEREFORE, in consideration  of  the  premises  and the mutual covenants
herein contained, the Company and the Executive hereby agree as follows:

1.   Defined  Terms.   The  definitions  of capitalized terms  used  in  this
     Agreement are provided in the last Section hereof.

2.   Term of Agreement.  The Term of this Agreement shall commence on June 3,
     2005 and shall continue in effect through  December  31, 2006; provided,
     however,  that  commencing  on  January  1,  2006,  and each  January  1
     thereafter, the Term shall automatically be extended  for one additional
     year  unless,  not  later than September 30 of the preceding  year,  the
     Company or the Executive shall have given notice not to extend the Term;
     and further provided,  however,  that  if  a  Change  in  Control of the
     Company  shall have occurred during the Term, the Term shall  expire  no
     earlier than  twenty-four  (24)  months  beyond  the month in which such
     Change in Control of the Company occurred.

     Notwithstanding  anything in this Agreement to the  contrary,  unless  a
     Change in Control of the Company has previously occurred, this Agreement
     shall terminate, and  be  of  no  further  force  or  effect,  upon  the
     occurrence  of  a  "Change  in  Control"  of  CNF (within the meaning of
     Section  15  of the severance agreement between the  Executive  and  CNF
     dated as of June 3, 2005 (the "CNF Severance Agreement")), provided that
     the CNF Severance Agreement remains in effect at the time of such Change
     in Control of CNF.

3.   Company's Covenants  Summarized.   In  order  to induce the Executive to
     remain  in  the  employ  of  the  Company  and in consideration  of  the
     Executive's covenants set forth in Section 4 hereof, the Company agrees,
     under  the  conditions  described  herein,  to  pay  the  Executive  the
     Severance Payments and the other payments and benefits described herein.
     Except as provided in Section 9.1 hereof, no Severance Payments shall be
     payable under this Agreement unless there shall have been (or, under the
     terms  of  the second paragraph of Section 6.1 hereof,  there  shall  be
     deemed to have  been)  a  termination of the Executive's employment with
     the Company following a Change  in Control of the Company and during the
     Term.  This Agreement shall not be  construed  as creating an express or
     implied  contract  of  employment  and,  except as otherwise  agreed  in
     writing between the Executive and the Company,  the  Executive (i) shall
     not have any right to be retained in the employ of the Company, and (ii)
     shall  remain  subject  to  discharge  to  the  same extent as  if  this
     Agreement had not been entered into by the Company and the Executive.


4.   Executive's Covenants.  The Executive agrees that,  subject to the terms
     and conditions of this Agreement, in the event of a Potential  Change in
     Control of the Company during the Term, the Executive will remain in the
     employ of the Company until the earliest of (i) a date which is  six (6)
     months from the date of such Potential Change in Control of the Company,
     (ii)  the date of a Change in Control of the Company, (iii) the date  of
     termination  by  the  Executive  of  the Executive's employment for Good
     Reason  or by reason of death, Disability  or  Retirement  or  (iv)  the
     termination by the Company of the Executive's employment for any reason.

5.   Compensation Other Than Severance Payments.

     5.1  Following  a  Change in Control of the Company and during the Term,
          during  any  period   that  the  Executive  fails  to  perform  the
          Executive's full-time duties  with  the  Company  as  a  result  of
          incapacity due to disability, including physical or mental illness,
          the  Company shall pay the Executive's full salary to the Executive
          at the  rate  in  effect  at  the  commencement of any such period,
          together  with  all  compensation  and  benefits   payable  to  the
          Executive  under  the  terms  of any compensation or benefit  plan,
          program or arrangement maintained by the Company during such period
          (other than any disability plan),  until the Executive's employment
          is terminated by the Company for Disability.

     5.2  If the Executive's employment shall  be  terminated  for any reason
          following a Change in Control of the Company and during  the  Term,
          the  Company shall pay the Executive's full salary to the Executive
          through  the  Date of Termination at the rate in effect immediately
          prior to the Date  of Termination or, if higher, the rate in effect
          immediately prior to the Change in Control of the Company, together
          with all compensation and benefits payable to the Executive through
          the Date of Termination  under  the terms of CNF's or the Company's
          compensation  and benefit plans, programs  or  arrangements  as  in
          effect immediately  prior  to  the  Date of Termination or, if more
          favorable to the Executive, as in effect  immediately  prior to the
          Change in Control of the Company.

     5.3  If  the  Executive's employment shall be terminated for any  reason
          following  a  Change in Control of the Company and during the Term,
          the Company shall pay, or shall make satisfactory arrangements with
          CNF  to  pay,  to   the  Executive  the  Executive's  normal  post-
          termination compensation  and  benefits as such payments become due
          (other  than severance payments under  any  severance  plan  as  in
          effect immediately  prior  to the Date of Termination).  Such post-
          termination compensation and  benefits  shall  be determined under,
          and  paid  in  accordance with, the CNF's or Company's  retirement,
          insurance and other  compensation  or  benefit  plans, programs and
          arrangements  as  in  effect  immediately  prior  to  the  Date  of
          Termination  or, if more favorable to the Executive, as  in  effect
          immediately prior to the Change in Control of the Company.

6.   Severance Payments.

     6.1  If the Executive's  employment  is terminated following a Change in
          Control of the Company and during  the  Term, other than (A) by the
          Company for Cause, (B) by reason of death  or Disability, or (C) by
          the Executive without Good Reason, then the  Company  shall pay the
          Executive  the  amounts,  and  provide  the Executive the benefits,
          described in this Section 6.1 ("Severance  Payments")  and  Section
          6.2,  in  addition  to  any  payments  and  benefits  to  which the
          Executive  is  entitled  under Section 5 hereof; provided, however,
          that the Executive shall not  be entitled to the Severance Payments
          unless and until the Executive (or, in the event of the Executive's
          death, the executor, personal representative  or  administrator  of
          the  Executive's  estate)  has  signed a written waiver and release
          substantially in the form set forth on Exhibit A hereto.

          For purposes of this Agreement, the Executive's employment shall be
          deemed to have been terminated following a Change in Control of the
          Company by the Company without Cause  or by the Executive with Good
          Reason,  if  (i)  during  the  Term the Executive's  employment  is
          terminated  by  the Company without  Cause  following  a  Potential
          Change in Control  of  the Company but prior to a Change in Control
          of the Company (whether  or  not a Change in Control of the Company
          ever occurs) and such termination  was  at the request or direction
          of a Person who has entered into an agreement  with the Company the
          consummation of which would constitute a Change  in  Control of the
          Company,  (ii)  during  the  Term  the  Executive  terminates   his
          employment  for Good Reason following a Potential Change in Control
          of the Company  but  prior  to  a  Change in Control of the Company
          (whether or not a Change in Control of the Company ever occurs) and
          the circumstance or event which constitutes  Good  Reason occurs at
          the  request or direction of such Person or (iii) during  the  Term
          the Executive's  employment  is  terminated  by the Company without
          Cause or by the Executive for Good Reason and  such  termination or
          the  circumstance  or  event  which  constitutes  Good  Reason   is
          otherwise  in  connection  with  or  in anticipation of a Change in
          Control of the Company (whether or not  a  Change in Control of the
          Company ever occurs).

          (A)  In lieu of any further salary payments  to  the  Executive for
               periods subsequent to the Date of Termination and  in  lieu of
               any severance benefit otherwise payable to the Executive,  the
               Company  shall  pay  to  the  Executive  a  lump sum severance
               payment,  in  cash, equal to three times the sum  of  (i)  the
               Executive's annual  base salary as in effect immediately prior
               to  the  Date  of  Termination   or,   if  higher,  in  effect
               immediately  prior  to  the  Change in Control  and  (ii)  the
               average annual bonus earned by  the  Executive pursuant to any
               annual bonus or incentive plan maintained  by  the  Company in
               respect of the three fiscal years ending immediately  prior to
               the fiscal year in which occurs the Change in Control.

          (B)  For the thirty-six (36) month period immediately following the
               Date of Termination, the Company shall arrange to provide  the
               Executive  and  his  dependents  life, disability and accident
               benefits  substantially  similar  to  those  provided  to  the
               Executive and his dependents immediately  prior to the Date of
               Termination  or,  if  more  favorable to the Executive,  those
               provided to the Executive and his dependents immediately prior
               to the Change in Control, at  no greater cost to the Executive
               than the cost to the Executive  immediately prior to such Date
               of Termination or Change in Control;  provided,  however, that
               any  across the board changes to life, disability or  accident
               benefits   similarly   affecting   all  or  substantially  all
               employees  of the Company and any entity  in  control  of  the
               Company shall  not  be deemed a breach of this Section 6.1(B).
               Benefits otherwise receivable  by  the  Executive  pursuant to
               this Section 6.1(B) shall be reduced to the extent benefits of
               the  same  type  are  received  by  or  made  available to the
               Executive  during  the thirty-six (36) month period  following
               the  Executive's  termination  of  employment  (and  any  such
               benefits received by  or made available to the Executive shall
               be  reported  to  the Company  by  the  Executive);  provided,
               however, that the Company  shall  reimburse  the Executive for
               the  excess,  if  any,  of  the cost of such benefits  to  the
               Executive over such cost immediately  prior  to  the  Date  of
               Termination   or,   if   more   favorable  to  the  Executive,
               immediately prior to the Change in  Control.  If the Executive
               dies  during the thirty-six (36) month  period  following  the
               Date of  Termination,  life,  disability  and accident benefit
               coverage of the Executive's dependents shall  continue for the
               remainder of the thirty-six (36) month period.

          (C)  For the thirty-six (36) month period immediately following the
               Date  of  Termination,  the Company shall provide  health  and
               dental benefits to the Executive  and his dependents under the
               terms of the Company's health and dental  plan  as  in  effect
               immediately  prior  to  the  Date  of  Termination or, if more
               favorable to the Executive, immediately prior to the Change in
               Control.   Benefits  otherwise  receivable  by  the  Executive
               pursuant to this Section 6.1(C) shall be reduced to the extent
               benefits of the same type are received by or made available to
               the  Executive  following  the  Executive's   termination   of
               employment   (and  any  such  benefits  received  by  or  made
               available to the Executive shall be reported to the Company by
               the Executive);  provided,  however,  that  the  Company shall
               reimburse the Executive for the excess, if any, of the cost of
               such  benefits  to  the  Executive  over such cost immediately
               prior to the Date of Termination or,  if more favorable to the
               Executive, immediately prior to the Change in Control.  If the
               Executive dies at a time when health and  dental  benefits are
               being  provided  under  this Section 6.1(C) to the Executive's
               dependents,  the  Company  shall   continue   to  provide  the
               dependents with health and dental benefits  for  the remainder
               of  the thirty-six (36) month period on the same basis  as  if
               the Executive had survived throughout that period.

     6.2  (A)  Whether or not the Executive becomes entitled to the Severance
               Payments, if any of the payments or benefits received or to be
               received  by  the  Executive  in  connection  with a Change in
               Control  of  the  Company  or  the Executive's termination  of
               employment (whether pursuant to the terms of this Agreement or
               any other plan, arrangement or agreement with the Company, any
               Person whose actions result in a  Change  in  Control  of  the
               Company  or  any  Person  affiliated  with the Company or such
               Person)  (such  payments or benefits, excluding  the  Gross-Up
               Payment,  being  hereinafter   referred   to   as  the  "Total
               Payments")  will  be  subject  to the Excise Tax, the  Company
               shall pay to the Executive an additional amount (the "Gross-Up
               Payment") such that the net amount  retained by the Executive,
               after deduction of any Excise Tax on  the  Total  Payments and
               any federal, state and local income and employment  taxes  and
               Excise  Tax  upon  the Gross-Up Payment, shall be equal to the
               Total Payments.

          (B)  For purposes of determining  whether any of the Total Payments
               will be subject to the Excise  Tax  and  the  amount  of  such
               Excise Tax, (i) all of the Total Payments shall be treated  as
               "parachute payments" (within the meaning of Section 280G(b)(2)
               of  the  Code)  unless,  in  the  opinion of tax counsel ("Tax
               Counsel") reasonably acceptable to  the Executive and selected
               by  the accounting firm which was, immediately  prior  to  the
               Change  in  Control  of the Company, the Company's independent
               auditor (the "Auditor"),  such  payments or benefits (in whole
               or  in  part)  should  not  constitute   parachute   payments,
               including by reason of Section 280G(b)(4)(A) of the Code, (ii)
               all "excess parachute payments" within the meaning of  Section
               280G(b)(l)  of  the  Code  shall  be treated as subject to the
               Excise Tax unless, in the opinion of  Tax Counsel, such excess
               parachute payments (in whole or in part)  represent reasonable
               compensation  for  services  actually  rendered   (within  the
               meaning of Section 280G(b)(4)(B) of the Code) in excess of the
               Base  Amount  allocable  to  such reasonable compensation,  or
               should otherwise not be subject  to  the  Excise Tax and (iii)
               the value of any noncash benefits or any deferred  payment  or
               benefit  shall be determined by the Auditor in accordance with
               the principles  of  Sections  280G(d)(3)  and (4) of the Code.
               For  purposes  of  determining  the  amount  of  the  Gross-Up
               Payment,  the Executive shall be deemed to pay federal  income
               tax at the highest marginal rate of federal income taxation in
               the calendar  year in which the Gross-Up Payment is to be made
               and state and local  income taxes at the highest marginal rate
               of  taxation in the state  and  locality  of  the  Executive's
               residence  on  the Date of Termination (or if there is no Date
               of Termination, then the date on which the Gross-Up Payment is
               calculated for purposes  of  this  Section  6.2),  net  of the
               maximum  reduction  in  federal  income  taxes  which could be
               obtained from deduction of such state and local taxes.

          (C)  In the event that the Excise Tax is finally determined  to  be
               less   than   the  amount  taken  into  account  hereunder  in
               calculating the Gross-Up Payment, the Executive shall repay to
               the Company, within  five (5) business days following the time
               that the amount of such reduction in the Excise Tax is finally
               determined, the portion  of  the Gross-Up Payment attributable
               to such reduction (plus that portion  of  the Gross-Up Payment
               attributable to the Excise Tax and federal,  state  and  local
               income  and  employment  taxes imposed on the Gross-Up Payment
               being  repaid  by  the Executive,  to  the  extent  that  such
               repayment results in  a  reduction  in  the  Excise  Tax and a
               dollar-for-dollar reduction in the Executive's taxable  income
               and wages for purposes of federal, state and local income  and
               employment  taxes).   In  the  event  that  the  Excise Tax is
               determined  to exceed the amount taken into account  hereunder
               in calculating  the  Gross-Up  Payment (including by reason of
               any  payment  the  existence  or amount  of  which  cannot  be
               determined at the time of the Gross-Up  Payment),  the Company
               shall make an additional Gross-Up Payment in respect  of  such
               excess  (plus  any interest, penalties or additions payable by
               the Executive with  respect  to  such  excess) within five (5)
               business  days  following  the time that the  amount  of  such
               excess is finally determined.   The  Executive and the Company
               shall each reasonably cooperate with the  other  in connection
               with any administrative or judicial proceedings concerning the
               existence  or amount of liability for Excise Tax with  respect
               to the Total Payments.

     6.3  The payments provided  in  subsection (A) of Section 6.1 hereof and
          in subsections (A) and (B) of  Section 6.2 hereof shall be made not
          later  than  the  fifth  day following  the  Date  of  Termination;
          provided, however, that if  the  amounts of such payments cannot be
          finally determined on or before such  day, the Company shall pay to
          the Executive on such day an estimate,  as determined in good faith
          by  the  Company  or,  in the case of payments  under  Section  6.2
          hereof, in accordance with  Section  6.2  hereof,  of  the  minimum
          amount  of such payments to which the Executive is clearly entitled
          and shall  pay  the  remainder  of  such  payments  (together  with
          interest  on  the  unpaid remainder (or on all such payments to the
          extent the Company fails to make such payments when due) at 120% of
          the rate provided in  Section 1274(b)(2)(B) of the Code) as soon as
          the amount thereof can be determined but in no event later than the
          thirtieth (30th) day after  the  Date of Termination.  In the event
          that  the  amount  of  the estimated payments  exceeds  the  amount
          subsequently determined to have been due, such excess shall be paid
          by the Executive to the  Company  not  later  than  the fifth (5th)
          business  day  after  demand  by  the  Company.   At the time  that
          payments are made under this Agreement, the Company  shall  provide
          the Executive with a written statement setting forth the manner  in
          which  such  payments  were  calculated  and  the  basis  for  such
          calculations  including,  without limitation, any opinions or other
          advice the Company has received  from  Tax  Counsel, the Auditor or
          other  advisors  or  consultants (and any such opinions  or  advice
          which are in writing shall be attached to the statement).

     6.4  The Company also shall  pay  to  the  Executive  all legal fees and
          expenses  incurred  by  the Executive in seeking in good  faith  to
          obtain or enforce any benefit  or  right provided by this Agreement
          or in connection with any tax audit  or  proceeding  to  the extent
          attributable to the application of Section 4999 of the Code  to any
          payment or benefit provided hereunder.  Such payments shall be made
          within  five  (5)  business  days after delivery of the Executive's
          written requests for payment accompanied with such evidence of fees
          and expenses incurred as the Company reasonably may require.

7.   Termination Procedures and Compensation During Dispute.

     7.1  Notice of Termination.  After  a  Change  in Control of the Company
          and during the Term, any purported termination  of  the Executive's
          employment (other than by reason of death) shall be communicated by
          written  Notice of Termination from one party hereto to  the  other
          party hereto in accordance with Section 10 hereof.  For purposes of
          this Agreement, a "Notice of Termination" shall mean a notice which
          shall indicate the specific termination provision in this Agreement
          relied upon  and shall set forth in reasonable detail the facts and
          circumstances  claimed  to  provide  a basis for termination of the
          Executive's employment under the provision  so indicated.  Further,
          a Notice of Termination for Cause is required  to include a copy of
          a resolution duly adopted by the affirmative vote  of not less than
          three-quarters  (3/4) of the entire membership of the  Board  at  a
          meeting of the Board  which  was called and held for the purpose of
          considering  such  termination  (after  reasonable  notice  to  the
          Executive and an opportunity for  the  Executive, together with the
          Executive's counsel, to be heard before the Board) finding that, in
          the good faith opinion of the Board, the  Executive  was  guilty of
          conduct set forth in clause (i) or (ii) of the definition of  Cause
          herein, and specifying the particulars thereof in detail.

     7.2  Date  of  Termination.   "Date of Termination," with respect to any
          purported termination of the  Executive's employment after a Change
          in Control of the Company and during  the  Term,  shall mean (i) if
          the  Executive's  employment  is terminated for Disability,  thirty
          (30) days after Notice of Termination  is  given (provided that the
          Executive shall not have returned to the full-time  performance  of
          the  Executive's  duties  during  such thirty (30) day period), and
          (ii) if the Executive's employment  is  terminated  for  any  other
          reason, the date specified in the Notice of Termination (which,  in
          the  case  of  a termination by the Company, shall not be less than
          thirty (30) days  (except  in  the case of a termination for Cause)
          and, in the case of a termination  by  the  Executive, shall not be
          less  than  fifteen  (15)  days  nor  more  than sixty  (60)  days,
          respectively, from the date such Notice of Termination is given).

8.   No  Mitigation.  The Company agrees that, if the Executive's  employment
     with  the  Company  terminates  during  the  Term,  the Executive is not
     required to seek other employment or to attempt in any way to reduce any
     amounts payable to the Executive by the Company pursuant  to  Section  6
     hereof.   Further,  the amount of any payment or benefit provided for in
     this Agreement (other  than to the extent provided in Section 6.1(B) and
     6.1(C) hereof) shall not  be  reduced  by any compensation earned by the
     Executive as the result of employment by another employer, by retirement
     benefits,  by  offset  against any amount claimed  to  be  owed  by  the
     Executive to the Company, or otherwise.

9.   Successors; Binding Agreement.

     9.1  In addition to any obligations imposed by law upon any successor to
          the  Company,  CNF and  the  Company  will  require  any  successor
          (whether direct  or indirect, by purchase, merger, consolidation or
          otherwise) to all  or  substantially  all  of  the  business and/or
          assets of the Company to expressly assume and agree to perform this
          Agreement  in  the  same  manner  and  to the same extent that  the
          Company would be required to perform it  if  no such succession had
          taken  place.   Failure  of  CNF  and  the Company to  obtain  such
          assumption  and agreement prior to the effectiveness  of  any  such
          succession shall  be  a  breach of this Agreement and shall entitle
          the Executive to compensation  from  the Company in the same amount
          and  on  the  same  terms as the Executive  would  be  entitled  to
          hereunder  if  the Executive  were  to  terminate  the  Executive's
          employment for Good  Reason  after  a  Change  in  Control  of  the
          Company,  except  that, for purposes of implementing the foregoing,
          the date on which any  such  succession  becomes effective shall be
          deemed the Date of Termination.

     9.2  This Agreement shall inure to the benefit  of and be enforceable by
          the  Executive's  personal  or  legal  representatives,  executors,
          administrators,  successors,  heirs,  distributees,   devisees  and
          legatees.  If the Executive shall die while any amount  would still
          be payable to the Executive hereunder (other than amounts which, by
          their  terms,  terminate  upon  the death of the Executive) if  the
          Executive had continued to live, all such amounts, unless otherwise
          provided herein, shall be paid in accordance with the terms of this
          Agreement   to   the   executors,   personal   representatives   or
          administrators of the Executive's estate.

10.  Notices.   All notices and other communications  provided  for  in  this
     Agreement (i) shall be in writing, (ii) shall be hand delivered, sent by
     overnight courier  or  by  United States registered mail, return receipt
     requested and postage prepaid,  addressed, in the case of the Executive,
     to the address inserted below the  Executive's  signature  on  the final
     page  hereof and, if to the Company, to the address set forth below,  or
     to such other address as either party may have furnished to the other in
     writing  in  accordance herewith, and (iii) shall be effective only upon
     actual receipt.

                     To the Company:

                     Con-Way Transportation Services, Inc.
                     110 Parkland Plaza
                     Ann Arbor, MI 48103
                     Attention: Vice President - Controller

11.  Miscellaneous.   No  provision of this Agreement may be modified, waived
     or discharged unless such waiver, modification or discharge is agreed to
     in writing and signed  by  the  Executive  and  such  officer  as may be
     specifically designated by the Board.  No waiver by either party  hereto
     at  any  time of any breach by the other party hereto of, or of any lack
     of compliance  with,  any condition or provision of this Agreement to be
     performed by such other  party  shall  be  deemed a waiver of similar or
     dissimilar  provisions or conditions at the same  or  at  any  prior  or
     subsequent time.   This  Agreement  supersedes  any  other agreements or
     representations, oral or otherwise, express or implied,  with respect to
     the  subject  matter  hereof  which  have  been  made  by  either party;
     provided,  however,  that  this  Agreement  shall  supersede any written
     agreement  setting  forth  the terms and conditions of  the  Executive's
     employment with the Company  only  in  the  event  that  the Executive's
     employment with the Company is terminated on or following  a  Change  in
     Control  of  the  Company, by the Company other than for Cause or by the
     Executive for Good  Reason.   The validity, interpretation, construction
     and performance of this Agreement  shall  be governed by the laws of the
     State of Michigan.  All references to sections  of  the  Exchange Act or
     the  Code  shall be deemed also to refer to any successor provisions  to
     such sections.  Any payments provided for hereunder shall be paid net of
     any applicable  withholding  required  under federal, state or local law
     and any additional withholding to which  the  Executive has agreed.  The
     obligations of the Company and the Executive under  this Agreement which
     by  their  nature may require either partial or total performance  after
     the expiration  of  the Term (including, without limitation, those under
     Sections 6 and 7 hereof) shall survive such expiration.

12.  Validity.  The invalidity  or  unenforceability of any provision of this
     Agreement shall not affect the validity  or  enforceability of any other
     provision  of  this  Agreement, which shall remain  in  full  force  and
     effect.

13.  Counterparts.  This Agreement  may  be executed in several counterparts,
     each  of  which  shall be deemed to be an  original  but  all  of  which
     together will constitute one and the same instrument.

 14. Settlement of Disputes; Arbitration.

     14.1 All claims by the Executive for benefits under this Agreement shall
          be directed to and determined by the Board and shall be in writing.
          Any denial by  the  Board  of  a  claim  for  benefits  under  this
          Agreement  shall be delivered to the Executive in writing and shall
          set forth the  specific  reasons  for  the  denial and the specific
          provisions of this Agreement relied upon.  The Board shall afford a
          reasonable  opportunity  to  the  Executive  for a  review  of  the
          decision denying a claim and shall further allow  the  Executive to
          appeal to the Board a decision of the Board within sixty  (60) days
          after notification by the Board that the Executive's claim has been
          denied.

     14.2 Any  further  dispute or controversy arising under or in connection
          with  this  Agreement  shall  be  finally  settled  exclusively  by
          arbitration in Ann Arbor, Michigan, in accordance with the rules of
          the American  Arbitration  Association  then  in  effect; provided,
          however, that the evidentiary standards set forth in this Agreement
          shall apply.  Judgment may be entered on the arbitrator's  award in
          any court having jurisdiction.

15.  Definitions.  For purposes of this Agreement, the following terms  shall
     have the meanings indicated below:

     (A)  "Affiliate"  shall  have  the  meaning  set  forth  in  Rule  12b-2
          promulgated under Section 12 of the Exchange Act.

     (B)  "Auditor" shall have the meaning set forth in Section 6.2 hereof.

     (C)  "Base   Amount"  shall  have  the  meaning  set  forth  in  Section
          280G(b)(3) of the Code.

     (D)  "Board" shall mean the Board of Directors of the Company.

     (E)  "Cause"  for   termination   by  the  Company  of  the  Executive's
          employment shall mean (i) the  willful and continued failure by the
          Executive to substantially perform  the Executive's duties with the
          Company (other than any such failure resulting from the Executive's
          incapacity due to disability, including  physical or mental illness
          or any such actual or anticipated failure  after  the issuance of a
          Notice of Termination for Good Reason by the Executive  pursuant to
          Section   7.1  hereof)  after  a  written  demand  for  substantial
          performance  is  delivered  to  the  Executive  by the Board, which
          demand  specifically  identifies  the  manner  in which  the  Board
          believes  that  the Executive has not substantially  performed  the
          Executive's duties,  or  (ii) the willful engaging by the Executive
          in conduct which is demonstrably  and  materially  injurious to the
          Company or its subsidiaries, monetarily or otherwise.  For purposes
          of clauses (i) and (ii) of this definition, no act,  or  failure to
          act, on the Executive's part shall be deemed "willful" unless done,
          or  omitted  to  be  done,  by the Executive not in good faith  and
          without reasonable belief that  the  Executive's act, or failure to
          act, was in the best interest of the Company.   In  the  event of a
          dispute  concerning the application of this provision, no claim  by
          the Company  that  Cause  exists  shall  be given effect unless the
          Company  establishes  to  the  Board  and,  in  the   event  of  an
          arbitration as contemplated by Section 14.2, to the arbitrator,  by
          clear and convincing evidence that Cause exists.

     (F)  A  "Change  in  Control of the Company" means the occurrence of any
          one of the following events:

          (I)  a sale by CNF  of the then outstanding shares of capital stock
               of the Company having  more  than  50%  of  the  then existing
               voting  power  of  all outstanding securities of the  Company,
               whether by merger, consolidation or otherwise;

          (II) the sale of all or substantially  all  of  the  assets  of the
               Company; or

          (III)any other transaction or course of action engaged in, directly
               or  indirectly, by the Company or CNF that has a substantially
               similar  effect as the transactions of the type referred to in
               clause (I) or (II) above.

          The foregoing notwithstanding,  a  Change in Control of the Company
          shall  not  be  deemed  to  have occurred  (A)  by  reason  of  the
          occurrence of a "Change in Control"  of  CNF (within the meaning of
          Section 15 of the CNF Severance Agreement),  (B) except in the case
          of a transaction described in clause (II) above,  so long as CNF or
          any of its Affiliates, individually or collectively,  own  the then
          outstanding  shares  of capital stock of the Company having 50%  or
          more  of  the  then  existing   voting  power  of  all  outstanding
          securities of the Company, (C) in  the  event of the sale of shares
          of capital stock of the Company to any trustee  or  other fiduciary
          holding securities under an employee benefit plan of the Company or
          any  other  Affiliate  of CNF, or (D) in the event of the  sale  or
          distribution  of  shares  of   capital  stock  of  the  Company  to
          shareholders of CNF, or the sale  of  assets  of the Company to any
          corporation or other entity owned, directly or  indirectly,  by the
          shareholders  of  CNF,  in  either  case  in substantially the same
          proportions as their ownership of stock in CNF.

     (G)  "CNF" shall mean CNF Inc. and any successor  to its business and/or
          assets.

     (H)  "Code"  shall mean the Internal Revenue Code of  1986,  as  amended
          from time to time.

     (I)  "Company"  shall  mean  Con-Way  Transportation Services, Inc. and,
          except in determining under Section 15(F) hereof whether or not any
          Change in Control of the Company has  occurred,  shall  include any
          successor to its business and/or assets which assumes and agrees to
          perform  this  Agreement  by  operation  of law, or otherwise.   In
          addition, when used in the context of the  Executive's  employment,
          "Company" shall mean the Company or any of its subsidiaries.

     (J)  "Common  Stock"  shall  mean the common stock, par value $1.00  per
          share, of the Company.

     (K)  "Date of Termination" shall  have  the meaning set forth in Section
          7.2 hereof.

     (L)  "Disability" shall be deemed the reason  for the termination by the
          Company  of the Executive's employment, if,  as  a  result  of  the
          Executive's  incapacity  due  to  disability, including physical or
          mental illness, the Executive shall have been absent from the full-
          time performance of the Executive's  duties  with the Company for a
          period of six (6) consecutive months, the Company  shall have given
          the Executive a Notice of Termination for Disability,  and,  within
          thirty  (30)  days  after  such Notice of Termination is given, the
          Executive shall not have returned  to  the full-time performance of
          the Executive's duties.

     (M)  "Exchange Act" shall mean the Securities  Exchange  Act of 1934, as
          amended from time to time.

     (N)  "Excise Tax" shall mean any excise tax imposed under  Section  4999
          of the Code.

     (O)  "Executive"  shall mean the individual named in the first paragraph
          of this Agreement.

     (P)  "Good Reason"  for  termination by the Executive of the Executive's
          employment  shall mean  the  occurrence  (without  the  Executive's
          express written consent) after any Change in Control of the Company
          and during the  Term  of  any  one  of  the  following  acts by the
          Company,  or  failures  by  the Company to act, unless such act  or
          failure  to act is corrected within  30  days  of  receipt  by  the
          Company of  notice  of the Executive's intent to terminate for Good
          Reason hereunder:

          (I)  the failure of the  successor company, following the Change in
               Control of the Company,  to  assume  this  Agreement  and  all
               obligations  hereunder,  as  of  the  date  of  such Change in
               Control of the Company;

          (II) the  assignment  to  the  Executive of any duties inconsistent
               with the Executive's status  as an executive of the Company or
               a substantial adverse alteration  in  the  nature or status of
               the   Executive's  responsibilities  from  those   in   effect
               immediately prior to the Change in Control of the Company;

          (III)a reduction  by  the  Company  in  the Executive's annual base
               salary   (except   for  across-the-board   salary   reductions
               similarly affecting  all  executives  of  the  Company and all
               executives  of  any  Person  in  control  of  the Company)  or
               incentive compensation opportunity (both short-term  and long-
               term,  valued  in  a  manner  consistent  with  the  valuation
               methodology used by the Company prior to the Change in Control
               of  the  Company), each as in effect immediately prior to  the
               Change in Control of the Company or as the same may thereafter
               be increased from time to time;

          (IV) the  relocation   of   the   Executive's  principal  place  of
               employment to a location that  results  in  an increase in the
               Executive's one way commute of at least 50 miles more than the
               Executive's one way commute immediately prior to the Change in
               Control  of  the  Company, except for required travel  on  the
               Company's business  to an extent substantially consistent with
               the Executive's business  travel obligations immediately prior
               to the Change in Control of the Company;

          (V)  the failure by the Company  to  pay  to the Executive when due
               any portion of the Executive's current compensation;

          (VI) the  failure  by  the  Company  to  continue  to  provide  the
               Executive with benefits substantially similar to those enjoyed
               by the Executive under any of CNF's or  the Company's pension,
               savings,  life  insurance, medical, health  and  accident,  or
               disability plans  in  which  the  Executive  was participating
               immediately  prior  to  the Change in Control of  the  Company
               (except for across the board  changes  similarly affecting all
               or substantially all employees of the Company  and  any entity
               in control of the Company), the taking of any other action  by
               the  Company  which  would  directly  or indirectly materially
               reduce any of such benefits or deprive  the  Executive  of any
               material  fringe  benefit enjoyed by the Executive immediately
               prior to the Change  in Control of the Company, or the failure
               by the Company to provide  the  Executive  with  the number of
               paid vacation days to which the Executive is entitled.

               The Executive's right to terminate the Executive's  employment
               for  Good  Reason  shall  not  be  affected by the Executive's
               incapacity  due to disability, including  physical  or  mental
               illness.   The  Executive's  continued  employment  shall  not
               constitute consent  to, or a waiver of rights with respect to,
               any act or failure to act constituting Good Reason hereunder.

     (Q)  "Gross-Up Payment" shall have  the meaning set forth in Section 6.2
          hereof.

     (R)  "Notice of Termination" shall have the meaning set forth in Section
          7.1 hereof.

     (S)  "Pension Plan" shall mean any tax-qualified, supplemental or excess
          benefit pension plan maintained by CNF or the Company and any other
          plan  or  agreement  entered into between  the  Executive  and  the
          Company  which  is  designed   to   provide   the   Executive  with
          supplemental retirement benefits.

     (T)  "Person"  shall mean any person, as such term is used  in  Sections
          13(d) and 14(d)  of the Exchange Act (other than (A) the Company or
          its  Affiliates,  (B)   any  trustee  or  other  fiduciary  holding
          securities under an employee  benefit  plan  of  the Company or its
          Affiliates, and (C) any corporation owned, directly  or indirectly,
          by  the  stockholders  of  the  Company  in substantially the  same
          proportions as their ownership of the Common Stock).

     (U)  "Potential Change in Control of the Company"  shall  be  deemed  to
          have occurred if:

          (I)  CNF  or the Company enters into an agreement, the consummation
               of which would result in the occurrence of a Change in Control
               of the Company; or

          (II) the Board adopts a resolution to the effect that, for purposes
               of this  Agreement,  a  Potential  Change  in  Control  of the
               Company has occurred.

     (W)  "Retirement" shall be deemed the reason for the termination by  the
          Executive  of  the  Executive's  employment  if  such employment is
          terminated  in  accordance  with  the Company's retirement  policy,
          including early retirement, generally  applicable  to  its salaried
          employees.

     (X)  "Severance  Payments"  shall have the meaning set forth in  Section
          6.1 hereof.

     (Y)  "Tax Counsel" shall have  the  meaning  set  forth  in  Section 6.2
          hereof.

     (Z)  "Term" shall mean the period of time described in Section  2 hereof
          (including  any  extension,  continuation  or termination described
          therein).

     (AA) "Total Payments" shall mean those payments so  described in Section
          6.2 hereof.

                     CON-WAY TRANSPORTATION SERVICES, INC.

                     By:__________________________________
                     Name:  Michael D. Yuenger
                     Title:  Vice President

                     EXECUTIVE

                     _____________________________________
                     Name:  David S. McClimon
                     Address:











Severance Agreement McClimon CTS 2005




                                                                    EXHIBIT A

                         WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made  to me by Con-Way
Transportation Services, Inc. (the "Company") of the "Severance Payments" (as
defined  in the Severance Agreement, dated as of June 3, 2005,  entered  into
between me  and  the  Company (the "Agreement")), I hereby waive any claims I
may have for employment  or re-employment by the Company or any subsidiary of
the Company after the date  hereof, and I further agree to and do release and
forever discharge the Company  or  any  subsidiary  of the Company, and their
respective  past  and  present  officers, directors, shareholders,  insurers,
employees and agents from any and  all  claims and causes of action, known or
unknown, arising out of or relating to my  employment with the Company or any
subsidiary of the Company, or the termination  thereof,  including,  but  not
limited  to,  wrongful  discharge, breach of contract, tort, fraud, the Civil
Rights Acts, Age Discrimination in Employment Act, Employee Retirement Income
Security Act of 1974, Americans  with Disabilities Act, or any other federal,
state  or  local  legislation  or  common   law  relating  to  employment  or
discrimination in employment or otherwise.

Notwithstanding the foregoing or any other provision  hereof, nothing in this
Waiver and Release of Claims shall adversely affect (i)  my  rights under the
Agreement;  (ii)  my  rights to benefits other than severance benefits  under
plans, programs and arrangements  of  the Company or any subsidiary or parent
of the Company which are accrued but unpaid as of the date of my termination;
or (iii) my rights to indemnification under  any  indemnification  agreement,
applicable  law  and  the  certificates  of  incorporation  and bylaws of the
Company and any subsidiary or parent of the Company, and my rights  under any
director's and officers' liability insurance policy covering me.

I  acknowledge  that  I  have  signed  this  Waiver  and  Release  of  Claims
voluntarily,  knowingly,  of  my  own  free  will  and without reservation or
duress, and that no promises or representations have  been  made to me by any
person to induce me to do so other than the promise of payment  set  forth in
the  first  paragraph  above  and  the  Company's acknowledgment of my rights
reserved under the second paragraph above.

I  understand  that this release will be deemed  to  be  an  application  for
benefits under the  Agreement  and  that  my  entitlement  thereto  shall  be
governed  by  the  terms  and  conditions of the Agreement and any applicable
plan.  I expressly hereby consent to such terms and conditions.

I acknowledge that I have been given  not  less  than forty-five (45) days to
review and consider this Waiver and Release of Claims (unless I have signed a
written waiver of such review and consideration period),  and that I have had
the opportunity to consult with an attorney or other advisor of my choice and
have  been  advised by the Company to do so if I choose.  I may  revoke  this
Waiver and Release  of  Claims  seven  days  or  less  after its execution by
providing written notice to the Company.
I acknowledge that it is my intention and the intention  of  the  Company  in
executing  this Waiver and Release of Claims that the same shall be effective
as a bar to  each  and  every  claim,  demand and cause of action hereinabove
specified.  In furtherance of this intention,  I  hereby  expressly waive any
and  all rights and benefits conferred upon me by the provisions  of  SECTION
1542 OF  THE  CALIFORNIA  CIVIL  CODE,  to  the  extent applicable to me, and
expressly I consent that this Waiver and Release of  Claims  shall  be  given
full  force  and  effect  according  to each and all of its express terms and
provisions,  including  as  well those related  to  unknown  and  unsuspected
claims, demands and causes of  action,  if  any, as well as those relating to
any  other  claims,  demands  and  causes  of action  hereinabove  specified.
SECTION 1542 provides:

     "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS OR HER  FAVOR  AT  TIME OF EXECUTING THE
     RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY  AFFECTED HIS
     OR HER SETTLEMENT WITH THE DEBTOR."

I acknowledge that I may hereafter discover claims or facts in addition to or
different from those which I now know or believe to exist with respect to the
subject  matter of this Waiver and Release of Claims and which, if  known  or
suspected  at  the  time  of executing this Waiver and Release of Claims, may
have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and
understand all of its terms.


                     _________________________
                     Signature of Executive


                     _________________________
                     Print Name


                     _________________________
                     Date Signed