Exhibit 10.3

                             SEVERANCE AGREEMENT

THIS AGREEMENT is made as of June 3, 2005 by and between CNF Inc., a Delaware
corporation (the "Company"), and David S. McClimon (the "Executive").

WHEREAS,  the  Company  considers  it  essential to the best interests of its
stockholders to foster the continued employment  of key management personnel;
and

WHEREAS, the Board recognizes that, as is the case  with  many  publicly held
corporations,  the  possibility  of a Change in Control exists and that  such
possibility, and the uncertainty and  questions  which  it  may  raise  among
management,  may  result  in  the  departure  or  distraction  of  management
personnel to the detriment of the Company and its stockholders; and

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;

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  (the  "Effective  Date")  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 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 occurred.

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 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 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, (ii) the  date of a Change
     in  Control,  (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 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  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, together with all  compensation and
          benefits  payable to the Executive through the Date of  Termination
          under the terms  of  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.

     5.3  If the Executive's employment  shall  be  terminated for any reason
          following  a  Change in Control and during the  Term,  the  Company
          shall 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 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.

6.   Severance Payments.

     6.1  If the Executive's employment is terminated  following  a Change in
          Control  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 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 but
          prior to a Change in Control  (whether  or  not a Change in Control
          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, (ii)
          during the Term the Executive  terminates  his  employment for Good
          Reason  following  a  Potential Change in Control but  prior  to  a
          Change in Control (whether  or not a Change in Control 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 (whether or not a Change in Control ever occurs).

          An  Executive  will  not  be considered to have been terminated  by
          reason of the divestiture of  a facility, sale or other disposition
          of a business or business unit,  or  the  outsourcing of a business
          activity  with  which the Executive is affiliated,  notwithstanding
          the fact  that such  divestiture,  sale  or outsourcing takes place
          within two years following  a Change in Control,   if the Executive
          is offered comparable employment by the successor company  and such
          successor company agrees to assume the Company's obligations to the
          Executive under this Agreement.

          (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 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 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, 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 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-quarter  (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 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, 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  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,   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:

                          CNF Inc.
                          3240 Hillview Avenue
                          Palo Alto, CA 94304
                          Attention: General Counsel

11.  Miscellaneous.   Except  as  otherwise  expressly  provided  herein,  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, 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 California.   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  Palo Alto, California, 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)  "Beneficial  Owner"  shall have the meaning set forth in Rule 13d-3
          under the Exchange Act.

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

     (F)  "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.

     (G)  "Change  in  Control" means the occurrence of an event described in
          any one of the following clauses (1) through (5):

          (1)  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),  is  or  becomes  the  "beneficial  owner" (as
               defined  in  Rule  13d-3 under the Exchange Act), directly  or
               indirectly, of securities of the Company (not including in the
               securities beneficially  owned  by  such person any securities
               acquired  directly  from  the  Company  or   its   Affiliates)
               representing 25% or more of the combined voting power  of  the
               Company's then outstanding voting securities;

          (2)  the following individuals cease for any reason to constitute a
               majority  of the number of directors then serving: individuals
               who, on the  Effective  Date, constitute the Board and any new
               director (other than a director  whose  initial  assumption of
               office is in connection with an actual or threatened  election
               contest,  including but not limited to a consent solicitation,
               relating to  the  election  of directors of the Company) whose
               appointment  or  election  by  the  Board  or  nomination  for
               election  by  the  Company's  stockholders   was  approved  or
               recommended  by  a  vote of at least two-thirds (2/3)  of  the
               directors then still  in  office  who either were directors on
               the   Effective  Date  or  whose  appointment,   election   or
               nomination   for   election  was  previously  so  approved  or
               recommended;

          (3)  there is consummated  a merger or consolidation of the Company
               or any direct or indirect  subsidiary  of the Company with any
               other  corporation, other than (A) a merger  or  consolidation
               which would  result  in  the  voting securities of the Company
               outstanding immediately prior thereto  continuing to represent
               (either  by remaining outstanding or by being  converted  into
               voting securities of the surviving or parent entity) more than
               50% of the  combined  voting power of the voting securities of
               the Company or such surviving  or  parent  entity  outstanding
               immediately after such merger or consolidation or (B) a merger
               or  consolidation effected to implement a recapitalization  of
               the Company  (or similar transaction) in which no "person" (as
               hereinabove defined),  directly or indirectly, acquired 25% or
               more  of  the combined voting  power  of  the  Company's  then
               outstanding   securities  (not  including  in  the  securities
               beneficially owned  by  such  person  any  securities acquired
               directly from the Company or its Affiliates); or

          (4)  the  stockholders  of the Company approve a plan  of  complete
               liquidation  of  the  Company   or  there  is  consummated  an
               agreement for the sale or disposition by the Company of assets
               having an aggregate book value at  the  time  of  such sale or
               disposition  of more than 75% of the total book value  of  the
               Company's assets  on  a consolidated basis (or any transaction
               having  a  similar  effect),  other  than  any  such  sale  or
               disposition by the Company  (including  by  way of spin-off or
               other distribution) to an entity, at least 50% of the combined
               voting  power  of  the  voting securities of which  are  owned
               immediately following such sale or disposition by stockholders
               of the Company in substantially  the same proportions as their
               ownership of the Company immediately  prior  to  such  sale or
               disposition; provided, however, that a Change in Control shall
               be  deemed  not  to  have  occurred  under this clause (4) if,
               immediately  prior  to  the  consummation   of   any  sale  or
               disposition of a business unit that is taken into  account  in
               determining  whether  a  Change  in  Control has occurred, the
               Executive  is  employed  by,  and  is  party  to  a  severance
               agreement with, such business unit.


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

     (I)  "Company"  shall  mean  CNF  Inc.  and, except in determining under
          Section 15(G) 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 $0.625 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 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,   to   assume  this  Agreement  and  all  obligations
               hereunder, as of the date of such Change in Control;

          (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;

          (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), each as in effect immediately prior to the Change in
               Control  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, 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;

          (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 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 (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,
               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 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" shall be deemed to have occurred if:

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

          (II) the  Company  or any Person publicly announces an intention to
               take or to consider  taking actions, including but not limited
               to  proxy  contests  or  consent   solicitations,   which,  if
               consummated, would constitute a Change in Control;

          (III)any   Person   becomes   the  Beneficial  Owner,  directly  or
               indirectly, of securities  of  the Company representing 15% or
               more of either the then outstanding  shares of common stock of
               the Company or the combined voting power of the Company's then
               outstanding  securities  (not  including   in  the  securities
               beneficially  owned  by  such  Person any securities  acquired
               directly from the Company or its affiliates); or

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

     (V)  "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.

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

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

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

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

                          CNF INC.



                          By:  _______________________
                          Name:  Kevin C. Schick
                          Title: Senior Vice President and
                                 Chief Financial Officer


                          EXECUTIVE


                          ______________________________________________
                          Name:  David S. McClimon
                          Address:






Severance Agreement McClimon CNF 2005





                                                                    EXHIBIT A

                        WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by CNF 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