Exhibit 10.6






                                        CNF INC.
                            NONQUALIFIED DIRECTOR BENEFIT PLANS
                                     TRUST AGREEMENT
                                    2004 RESTATEMENT


         This Trust Agreement (the "Trust Agreement") is made this 30th day of
         December, 2004, by and between CNF INC. ("the Company") and WACHOVIA
         BANK, N.A. ("the Trustee").

                                        Recitals

         (a)  WHEREAS,  the  Company  has  adopted  the  nonqualified  deferred
              compensation plans and Agreements (the "Arrangements") listed  in
              Attachment A;

         (b)  WHEREAS,  the  Company has incurred or expects to incur liability
              under  the  terms  of  such  Arrangements  with  respect  to  the
              individuals   participating    in    such    Arrangements    (the
              "Participants");

         (c)  WHEREAS,  the  Company  has established a Trust (the "Trust") and
              contributed to the Trust  assets  held  therein,  subject  to the
              claims  of  the Company's creditors in the event of the Company's
              Insolvency, as  herein  defined,  until  paid to Participants and
              their beneficiaries in such manner and at such times as specified
              in the Arrangements and in a Trust Agreement with a prior trustee
              most recently amended by a 1997 Restatement;

         (d)  WHEREAS,  the Company and the Trustee wish  to  amend  the  Trust
              Agreement by  entering  into this 2004 Restatement and, after the
              2004 Restatement is signed  by  the  parties,  the  Company  will
              remove the prior trustee of the Trust as soon as practicable;

         (e)  WHEREAS, it is the intention of the parties that this Trust shall
              constitute  an  unfunded  arrangement  and  shall  not affect the
              status  of  the Arrangements, to the extent they cover  employees
              rather  than  non-employee   directors,   as   an  unfunded  plan
              maintained for the purpose of providing deferred compensation for
              a select group of management or highly compensated  employees for
              purposes  of  Title I of the Employee Retirement Income  Security
              Act of 1974; and

         (f)  WHEREAS, it is  the  intention  of  the  Company  to make further
              contributions  to  the Trust to provide itself with a  source  of
              funds (the "Fund") to  assist  it  in  satisfying its liabilities
              under the Arrangements.

         NOW, THEREFORE, the Company appoints Wachovia Bank, N.A. as Trustee of
         the Trust effective with the date on which the prior trustee's removal
         takes effect and the parties agree that the Trust  shall be, effective
         on that same date, comprised, held and disposed of as follows:

         Section 1. Establishment of The Trust

         (a)  The Trust is intended to be a trust, of which the  Company is the
              "grantor", within the meaning of subpart E, part I, subchapter J,
              chapter  1, subtitle A of the Internal Revenue Code of  1986,  as
              amended, and shall be construed accordingly.

         (b)  The Company shall be considered a grantor for the purposes of the
              Trust.

         (c)  The Trust shall be irrevocable.

         (d)  The Trustee  shall  accept  the  assets  transferred to it by the
              prior Trustee, consisting primarily of cash and/or life insurance
              policies  on the lives of Participants, which  shall  become  the
              principal of  the  Trust to be held, administered and disposed of
              by the Trustee as provided in this Trust Agreement.

         (e)  The principal of the  Trust,  and  any earnings thereon, shall be
              held separate and apart from other funds of the Company and shall
              be used exclusively for the uses and purposes of Participants and
              general creditors as herein set forth.   Participants  and  their
              beneficiaries shall have no preferred claim on, or any beneficial
              ownership  interest  in,  any  assets  of  the Trust.  Any rights
              created under the Arrangements and this Trust  Agreement shall be
              unsecured   contractual   rights   of   Participants  and   their
              beneficiaries against the Company.  Any assets  held by the Trust
              will  be  subject to the claims of the general creditors  of  the
              Company under  federal  and state law in the event the Company is
              Insolvent, as defined in Section 3(a) herein.

         (f)  Within ninety (90) days following  the end of each plan year, the
              Company  shall  irrevocably  deposit  additional  cash  or  other
              property into the Trust in an appropriate  amount  sufficient  to
              pay  to each plan Participant or beneficiary the benefits accrued
              pursuant to the terms of the Arrangements as of the close of such
              plan year.   Such a deposit may take the form of an assignment of
              all, or a percentage  interest in, a promissory note evidencing a
              debt obligation to the  Company  from  one of its subsidiaries (a
              "Subsidiary Note").  For all purposes of  this Trust Agreement, a
              Subsidiary Note shall be valued at the stated  principal  balance
              due under it.

         (g)  Upon  a  Potential CNF Change in Control, as defined herein,  the
              Company shall,  as  soon  as possible, but in no event later than
              thirty (30) days following  the  occurrence  of the Potential CNF
              Change   in  Control,  substitute  Marketable  Assets   for   any
              Subsidiary  Notes  held by the Trust and any other property other
              than Marketable Assets  and transfer additional Marketable Assets
              to the Trust so that the  Trust will hold Marketable Assets in an
              amount that is no less than  100%  but  no  more than 120% of the
              benefits accrued pursuant to the terms of the  Arrangements as of
              the  date on which the Potential CNF Change in Control  occurred.
              For 12  months  following  a Potential CNF Change in Control, the
              Company shall have no right  to  substitute a Subsidiary Note for
              assets of the Trust or to direct that Trust assets be invested in
              Subsidiary  Notes.  In the event a  CNF  Change  in  Control,  as
              defined herein,  does  not  occur  within  12  months following a
              Potential  CNF  Change  in  Control, the Company shall  have  the
              right, after the expiration of  such 12 months, to substitute one
              or more Subsidiary Notes for part  or  all  of  the assets of the
              Trust  or to direct that Trust assets be invested  in  Subsidiary
              Notes.   Any  Marketable  Assets contributed to the Trust must be
              satisfactory to the Trustee in its sole and absolute discretion.

         (h)  Upon a CNF Change in Control,  the  Company  shall,  as  soon  as
              possible,  but  in no event later than thirty (30) days following
              the  occurrence  of   the   CNF  Change  in  Control,  substitute
              Marketable Assets for any Subsidiary  Notes held by the Trust and
              any  other  property other than Marketable  Assets  and  transfer
              additional Marketable  Assets to the Trust so that the Trust will
              hold Marketable Assets in an amount that is no less than 100% but
              no more than 120% of the sum of (A) the benefits accrued pursuant
              to the terms of the Arrangements  as of the date on which the CNF
              Change in Control occurred plus (B)  an  expense  reserve for the
              Trustee in the amount of $125,000.  After a CNF Change in Control
              described in Section 15(a)(4)(i) through (iv), the  Company shall
              no  longer  have  any  right to substitute a Subsidiary Note  for
              assets of the Trust or to direct that Trust assets be invested in
              Subsidiary Notes.

         Section 2. Payments to Participants and Their Beneficiaries

         (a)  Prior to a CNF Change in  Control,  benefit payments due under an
              Arrangement will be made by the Company  or by the Trustee at the
              direction of the Company.  The entitlement  of  a  Participant or
              his  or her beneficiaries to benefits under an Arrangement  shall
              be determined  by the committee responsible for administration of
              the Arrangement,  and  any  claim  for  such  benefits  shall  be
              considered  and  reviewed  under  the  procedures  set out in the
              Arrangement.

         (b)  The  Company  may  make  payment  of  benefits  directly  to  the
              Participants or their beneficiaries as they become due under  the
              terms  of  the  Arrangements.   If,  as a result of the Company's
              payment of benefits, the Trust holds assets  in excess of 120% of
              the amount necessary to pay the benefits payable  pursuant to the
              terms  of  the Arrangements, together with anticipated  fees  and
              expenses of the Trustee, the Trustee shall promptly transfer from
              the Trust to  the  Company the amount of the benefits paid by the
              Company.

         (c)  If  payment  is by the  Trustee  and  the  Trust  does  not  have
              sufficient Marketable  Assets  to  make  payments  of benefits in
              accordance with the terms of the Arrangements, the Company  shall
              make  the  balance  of  each  such  payment  as  it  falls due in
              accordance  with the Arrangements.  The Trustee shall notify  the
              Company where principal and earnings are not sufficient.  Nothing
              in this Agreement shall relieve the Company of its liabilities to
              pay benefits due under the Arrangements except to the extent such
              liabilities are met by application of assets of the Trust.

         (d)  After a Potential  CNF  Change  in  Control  or  a  CNF Change in
              Control,  the Company shall deliver to the Trustee a schedule  of
              benefits accrued  under  the Arrangements.  After a Potential CNF
              Change in Control or a CNF Change in Control --

              (1)   The Trustee shall pay  benefits due in accordance with such
                    schedule, unless the Company  pays the benefits pursuant to
                    Section 2(a).

              (2)   The  committee  responsible  for  administration   of   the
                    Arrangements  shall  continue  to make the determination of
                    benefits  due to Participants or  their  beneficiaries  and
                    shall provide  the  Trustee  with  an  updated  schedule of
                    benefits due.

              (3)   A  Participant or the beneficiary of a deceased Participant
                    may  make  application  to  the  Trustee for an independent
                    decision as to the amount or form  of  their  benefits  due
                    under the Arrangements pursuant to the procedures set forth
                    in Attachment B.

              (4)   In  making  any  determination  required or permitted to be
                    made by the Trustee under this Section,  the Trustee shall,
                    in each such case, reach its own independent determination,
                    in   its   absolute   and   sole  discretion,  as  to   the
                    Participant's or beneficiary's  entitlement  to  a  payment
                    hereunder   and  shall  make  payment  from  the  Trust  in
                    accordance with that determination.

              (5)   In making its  determination,  the Trustee may consult with
                    and  make  such inquiries of such  persons,  including  the
                    Participant  or  beneficiary,  the  Company, legal counsel,
                    actuaries or other persons, as the Trustee  may  reasonably
                    deem  necessary.   Any  reasonable  costs  incurred by  the
                    Trustee   in   arriving  at  its  determination  shall   be
                    reimbursed by the  Company  and,  to the extent not paid by
                    the Company within a reasonable time,  shall  be charged to
                    the Trust.

              (6)   The  Company  waives  any right to contest any amount  paid
                    over by the Trustee hereunder  pursuant  to  a  good  faith
                    determination made by the Trustee notwithstanding any claim
                    by or on behalf of the Company (absent a manifest abuse  of
                    discretion by the Trustee) that such payments should not be
                    made.

         (e)  The  Trustee  agrees that it will not itself institute any action
              at law or at equity,  whether  in  the  nature  of an accounting,
              interpleading  action,  request  for  a  declaratory judgment  or
              otherwise, requesting a court or administrative or quasi-judicial
              body to make the determination required to be made by the Trustee
              under this Section 2 in the place and stead  of the Trustee.  The
              Trustee may (and, if necessary or appropriate,  shall)  institute
              an action to collect a contribution due the Trust following a CNF
              Change  in  Control  or  in  the event that the Trust should ever
              experience a short-fall in the amount of assets necessary to make
              payments pursuant to the terms of the Arrangements.

         Section 3. Trustee  Responsibility Regarding  Payments  To  The  Trust
                    Beneficiary When The Company Is Insolvent

         (a)  The Trustee shall  cease  payment of benefits to Participants and
              their beneficiaries if the  Company  is  Insolvent.   The Company
              shall  be  considered  "Insolvent"  for  purposes  of  this Trust
              Agreement if (i) the Company is unable to pay its debts  as  they
              become  due,  or  (ii)  the  Company  is  subject  to  a  pending
              proceeding as a debtor under the United States Bankruptcy Code.

         (b)  At  all times during the continuance of this Trust, the principal
              and income  of  the  Trust  shall be subject to claims of general
              creditors of the Company under federal and state law as set forth
              below.

              (1)   The Board of Directors and the Chief Executive Officer
                    of  the Company shall have  the  duty  to  inform  the
                    Trustee  in writing that the Company is Insolvent.  If
                    a person claiming  to  be  a  creditor  of the Company
                    alleges in writing to the Trustee that the Company has
                    become Insolvent, the Trustee shall determine  whether
                    the   Company   is   Insolvent   and,   pending   such
                    determination,  the  Trustee shall discontinue payment
                    of benefits to Participants or their beneficiaries.

              (2)   Unless  the  Trustee has  actual  knowledge  that  the
                    Company is Insolvent,  or has received notice from the
                    Company or a person claiming to be a creditor alleging
                    that the Company is Insolvent,  the Trustee shall have
                    no duty to inquire whether the Company  is  Insolvent.
                    The  Trustee  may  in all events rely on such evidence
                    concerning the Company's  solvency as may be furnished
                    to the Trustee and that provides  the  Trustee  with a
                    reasonable basis for making a determination concerning
                    the Company's solvency.

              (3)   If  at  any  time  the Trustee has determined that the
                    Company is Insolvent,  the  Trustee  shall discontinue
                    payments  to  Participants or their beneficiaries  and
                    shall hold the  assets of the Trust for the benefit of
                    the  Company's general  creditors.   Nothing  in  this
                    Trust  Agreement  shall in any way diminish any rights
                    of Participants or their beneficiaries to pursue their
                    rights  as  general  creditors  of  the  Company  with
                    respect  to benefits due  under  the  Arrangements  or
                    otherwise.

              (4)   The Trustee  shall  resume  the payment of benefits to
                    Participants or their beneficiaries in accordance with
                    Section  2  of  this Trust Agreement  only  after  the
                    Trustee  has  determined   that  the  Company  is  not
                    Insolvent (or is no longer Insolvent).

         (c)  Provided  that  there  are  sufficient  assets,  if  the  Trustee
              discontinues the payment of benefits  from  the Trust pursuant to
              Section 3(b) hereof and subsequently resumes  such  payments, the
              first  payment  following  such discontinuance shall include  the
              aggregate amount of all payments  due  to  Participants  or their
              beneficiaries under the terms of the Arrangements for the  period
              of such discontinuance, less the aggregate amount of any payments
              made  to  Participants  or  their beneficiaries by the Company in
              lieu  of the payments provided  for  hereunder  during  any  such
              period of discontinuance.

         Section 4. Payments When a Short-Fall of The Trust Assets Occurs

         (a)  If there are not sufficient assets for the payment of current and
              expected  future  benefits  pursuant to Section 2 or Section 3(c)
              hereof  and the Company does not  otherwise  make  such  payments
              within a  reasonable  time  after  demand  from  the Trustee, the
              Trustee shall allocate the Trust assets among the Participants or
              their beneficiaries in the following order of priority:

              (1)   vested   Participants  (regardless  of  whether  they   are
                    actively employed) and their beneficiaries; and

              (2)   non-vested  Participants  (regardless  of  whether they are
                    actively employed) and their beneficiaries.

         (b)  Within  each  category,  assets shall be allocated pro-rata  with
              respect to the total present  value of benefits expected for each
              Participant or beneficiary within  the  category, and payments to
              each Participant or beneficiary shall be  made  to  the extent of
              the assets allocated to each Participant or beneficiary.

         (c)  Upon receipt of a contribution from the Company necessary to make
              up for a short-fall in the payments due, the Trustee shall resume
              payments  to  all  the  Participants and beneficiaries under  the
              Arrangements.  Following  a  CNF  Change  in Control, the Trustee
              shall  have  the right and duty to compel a contribution  to  the
              Trust from the Company to make-up for any short-fall.

         Section 5. Payments to the Company

         Except as provided  in  Section  2(b) or Section 3 hereof, the Company
         shall have no right or power to direct  the  Trustee  to return to the
         Company  or  to  divert to others any of the Trust assets  before  all
         payment  of  benefits   have  been  made  to  Participants  and  their
         beneficiaries pursuant to the terms of the Arrangements.

         Section 6. Investment Authority

         (a)  The  Trustee  shall not  be  liable  in  discharging  its  duties
              hereunder, including  without  limitation  its duty to invest and
              reinvest the Fund, if it acts for the exclusive  benefit  of  the
              Participants  and  their  beneficiaries,  in  good faith and as a
              prudent person would act in accomplishing a similar  task  and in
              accordance  with  the  terms  of  this  Trust  Agreement  and any
              applicable federal or state laws, rules or regulations.

         (b)  Subject  to  the Company's power to direct the investment of  the
              Fund prior to  a  CNF Change in Control pursuant to Section 6(c),
              the Trustee shall have the power in investing and reinvesting the
              Fund in its sole discretion:

              (1)   To invest and reinvest in any readily marketable common and
                    preferred  stocks,   bonds,  notes,  debentures  (including
                    convertible stocks and  securities  but  not  including any
                    stock  or  security of the Trustee other than a de  minimis
                    amount held  in  a collective or mutual fund), certificates
                    of deposit or demand  or  time deposits (including any such
                    deposits  with  the  Trustee)   and  shares  of  investment
                    companies and mutual funds, without  being  limited  to the
                    classes or property in which the Trustees are authorized to
                    invest  by  any  law  or any rule of court of any state and
                    without regard to the proportion any such property may bear
                    to the entire amount of the Fund;

              (2)   To invest and reinvest  all  or  any  portion  of  the Fund
                    collectively  through  the medium of any proprietary mutual
                    fund that may be established and maintained by the Trustee;

              (3)   To commingle for investment  purposes all or any portion of
                    the Fund with assets of any other  similar  trust or trusts
                    established by the Company with the Trustee for the purpose
                    of safeguarding deferred compensation or retirement  income
                    benefits of its employees and/or directors;

              (4)   To retain any property at any time received by the Trustee;

              (5)   To  sell  or exchange any property held by it at public  or
                    private sale,  for cash or on credit, to grant and exercise
                    options for the  purchase  or exchange thereof, to exercise
                    all conversion or subscription  rights  pertaining  to  any
                    such  property  and to enter into any covenant or agreement
                    to purchase any property in the future;

              (6)   To   participate   in    any    plan   of   reorganization,
                    consolidation, merger, combination,  liquidation  or  other
                    similar plan relating to property held by it and to consent
                    to or oppose any such plan or any action thereunder or  any
                    contract,  lease,  mortgage, purchase, sale or other action
                    by any person;

              (7)   To deposit any property  held  by  it  with any protective,
                    reorganization   or   similar   committee,   to    delegate
                    discretionary  power  thereto,  and  to  pay  part  of  the
                    expenses  and  compensation  thereof any assessments levied
                    with respect to any such property to deposited;

              (8)   To extend the time of payment of any obligation held by it;

              (9)   To  hold  uninvested any moneys  received  by  it,  without
                    liability for interest thereon, but only in anticipation of
                    payments due  for  investments,  reinvestments, expenses or
                    disbursements;

              (10)  To exercise all voting or other rights  with respect to any
                    property held by it and to grant proxies,  discretionary or
                    otherwise;

              (11)  For the purposes of the Trust, to borrow money from others,
                    to  issue  its  promissory note or notes therefor,  and  to
                    secure the repayment  thereof by pledging any property held
                    by it;

              (12)  To employ suitable contractors  and  counsel,  who  may  be
                    counsel  to the Company or to the Trustee, and to pay their
                    reasonable  expenses  and compensation from the Fund to the
                    extent not paid by the Company;

              (13)  To register investments in its own name or in the name of a
                    nominee; to hold any investment  in  bearer  form;  and  to
                    combine    certificates    representing   securities   with
                    certificates  of  the  same  issue  held  by  it  in  other
                    fiduciary capacities or to deposit  or  to  arrange for the
                    deposit  of  such  securities  with  any  depository,  even
                    though, when so deposited, such securities  may  be held in
                    the  name  of  the  nominee  of  such depository with other
                    securities  deposited therewith by  other  persons,  or  to
                    deposit or to  arrange  for  the  deposit of any securities
                    issued or guaranteed by the United  States  government,  or
                    any agency or instrumentality thereof, including securities
                    evidenced by book entries rather than by certificates, with
                    the  United  States Department of the Treasury or a Federal
                    Reserve  Bank,   even   though,  when  so  deposited,  such
                    securities  may  not  be  held   separate  from  securities
                    deposited therein by other persons; provided, however, that
                    no securities held in the Fund shall  be deposited with the
                    United  States  Department  of the Treasury  or  a  Federal
                    Reserve Bank or other depository in the same account as any
                    individual property of the Trustee,  and provided, further,
                    that  the  books and records of the Trustee  shall  at  all
                    times show that  all  such securities are part of the Trust
                    Fund;

              (14)  To settle, compromise or  submit to arbitration any claims,
                    debts  or  damages  due or owing  to  or  from  the  Trust,
                    respectively,  to  commence   or   defend  suits  or  legal
                    proceedings to protect any interest  of  the  Trust, and to
                    represent  the  Trust in all suits or legal proceedings  in
                    any court or before  any  other body or tribunal; provided,
                    however, that the Trustee shall not be required to take any
                    such action unless it shall  have  been  indemnified by the
                    Company to its reasonable satisfaction against liability or
                    expenses it might incur therefrom;

              (15)  To  hold  and  retain  policies of life insurance,  annuity
                    contracts, and other property  of  any  kind which policies
                    are  contributed  to  the  Trust  by  the  Company  or  any
                    subsidiary of the Company or are purchased by the Trustee;

              (16)  To hold any other class of assets which may  be contributed
                    by the Company and that  is  deemed  reasonable  by  the
                    Trustee,  unless expressly prohibited herein;

              (17)  To loan any securities at any time held by it to brokers or
                    dealers upon such security as may be deemed  advisable, and
                    during  the  terms  of  any such loan to permit the  loaned
                    securities to be transferred  into the name of and voted by
                    the borrower or others; and

              (18)  Generally,  to  do  all  acts,  whether  or  not  expressly
                    authorized,  that  the  Trustee  may   deem   necessary  or
                    desirable for the protection of the Fund.

         (c)  Prior  to  a  CNF  Change in Control, the Company shall have  the
              right, subject to this Section to direct the Trustee with respect
              to investments.

              (1)   The Company may at any time direct the Trustee to segregate
                    all or a portion  of  the  Fund  in  a  separate investment
                    account or accounts and may appoint one or  more investment
                    managers and/or an investment committee established  by the
                    Company  to  direct the investment and reinvestment of each
                    such investment  account  or  accounts.  In such event, the
                    Company shall notify the Trustee of the appointment of each
                    such investment manager and/or  investment  committee.   No
                    such  investment  manager  shall  be  related,  directly or
                    indirectly,  to  the Company, but members of the investment
                    committee may be employees of the Company.

              (2)   Thereafter (until  a  CNF  Change  in Control), the Trustee
                    shall make every sale or investment  with  respect  to such
                    investment account as directed in writing by the investment
                    manager  or investment committee.  It shall be the duty  of
                    the  Trustee  to  act  strictly  in  accordance  with  each
                    direction.   The Trustee shall be under no duty to question
                    any such direction  of the investment manager or investment
                    committee, to review  any securities or other property held
                    in  such investment account  or  accounts  acquired  by  it
                    pursuant  to such directions or to make any recommendations
                    to the investment  managers  or  investment  committee with
                    respect to such securities or other property.

              (3)   Notwithstanding   the   foregoing,   the  Trustee,  without
                    obtaining prior approval or direction  from  an  investment
                    manager or investment committee, shall invest cash balances
                    held by it from time to time in short term cash equivalents
                    including,  but not limited to, through the medium  of  any
                    short term common,  collective  or  commingled  trust  fund
                    established  and  maintained  by the Trustee subject to the
                    instrument  establishing  such trust  fund,  U.S.  Treasury
                    Bills, commercial paper (including such forms of commercial
                    paper  as  may  be available through  the  Trustee's  Trust
                    Department),    certificates    of    deposit    (including
                    certificates  issued   by   the  Trustee  in  its  separate
                    corporate capacity), and similar  type  securities,  with a
                    maturity  not  to  exceed  one year; and, furthermore, sell
                    such short term investments  as  may  be necessary to carry
                    out the instructions of an investment manager or investment
                    committee  regarding  more  permanent type  investment  and
                    directed distributions.

              (4)   The Trustee shall neither be liable nor responsible for any
                    loss  resulting  to  the Fund by  reason  of  any  sale  or
                    purchase of an investment directed by an investment manager
                    or investment committee  nor  by  reason  of the failure to
                    take  any action with respect to any investment  which  was
                    acquired  pursuant  to any such direction in the absence of
                    further directions of such investment manager or investment
                    committee.

         (d)  Following a CNF Change in Control,  the  Trustee  shall have
              the  sole and absolute discretion in the management  of  the
              Trust  assets  and shall have all the powers set forth under
              Section 6(b).  In  investing  the  Trust assets, the Trustee
              shall consider:

              (1)   the needs of the Arrangements;

              (2)   the  need for matching of the Trust  assets  with  the
                    liabilities of the Arrangements; and

              (3)   the duty  of  the  Trustee  to  act solely in the best
                    interests of the Participants and their beneficiaries.

         (e)  The Trustee shall have the right, in its sole discretion, to
              delegate  its  investment responsibility  to  an  investment
              manager who may  be  an  affiliate  of  the Trustee.  In the
              event  the  Trustee shall exercise this right,  the  Trustee
              shall remain,  at  all  times responsible for the acts of an
              investment manager.  The  Trustee  shall  have  the right to
              purchase  an  insurance  policy  or  an annuity to fund  the
              benefits of the Arrangements.

         (f)  The Company shall have the right at any  time, and from time
              to time in its sole discretion, to substitute  assets (other
              than  securities  issued  by the Trustee or the Company)  of
              equal fair market value for  any  asset  held  by the Trust.
              This  right  is exercisable by the Company in a nonfiduciary
              capacity without  the approval or consent of any person in a
              fiduciary capacity;  provided,  however,  that,  following a
              Potential CNF Change in Control or a CNF Change in Control -

              (1)   No  such  substitution  shall be permitted unless  the
                    Trustee determines that the  fair market values of the
                    substituted assets are equal.

              (2)   Assets owned by the Trust may  not be substituted with
                    obligations of the Company, its  subsidiaries  or  its
                    successors.

              (3)   The restrictions of Sections 1(f), 1(g), 1(h) and 1(i)
                    shall apply with respect to assets that are Subsidiary
                    Notes and the amount of Marketable Assets.

         (g)  In  no event may the Trustee invest in securities (including
              stock  or  rights to acquire stock) or obligations issued by
              the Company,  other  than a de minimis amount held in common
              investment vehicles in  which  the  Trustee  invests.   This
              restriction  does  not apply to the investment in Subsidiary
              Notes authorized by  Sections  1(g).   All rights associated
              with assets of the Trust shall be exercised  by  Trustee  or
              the  person  designated by Trustee (including the Company or
              any  person designated  by  the  Company,  as  indicated  in
              Section  6(c)),  and  shall in no event be exercisable by or
              rest with plan Participants.

         (h)  In the event that the Trustee  is  directed  to  invest in a
              Subsidiary  Note  pursuant  to  this  Section 6, the Trustee
              shall   hold   such  Subsidiary  Note  exclusively   without
              liability for any  failure  to diversify or as may otherwise
              be required of trustees by applicable law.

         Section 7. Insurance Contracts

         (a)  To the extent that the Trustee  is  directed by the Company prior
              to a CNF Change in Control to invest  part  or  all  of the Trust
              Fund in insurance contracts, the type and amount thereof shall be
              specified by the Company.  The Trustee shall be under  no duty to
              make  inquiry  as  to  the  propriety  of  the  type or amount so
              specified.

         (b)  Each  insurance  contract issued shall provide that  the  Trustee
              shall be the owner thereof with the power to exercise all rights,
              privileges, options  and  elections granted by or permitted under
              such contract or under the rules of the insurer.  The exercise by
              the Trustee of any incidents  of  ownership  under  any  contract
              shall,  prior  to  a  CNF  Change  in  Control, be subject to the
              direction  of the Company.  After a CNF Change  in  Control,  the
              Trustee shall have all such rights.

         (c)  The Trustee  shall  have  no  power  to name a beneficiary of the
              policy other than the Trust, to assign  the  policy  (as distinct
              from conversion of the policy to a different form) other  than to
              a successor Trustee, or to loan to any person the proceeds of any
              borrowing against an insurance policy held in the Trust Fund.

         (d)  No  insurer  shall  be  deemed  to be a party to the Trust and an
              insurer's obligations shall be measured  and determined solely by
              the  terms  of  contracts and other agreements  executed  by  the
              insurer.

         Section 8. Disposition of Income

         During the term of the Trust, all income received by the Trust, net of
         expenses and taxes payable  by  the  Trust,  shall  be accumulated and
         reinvested within the Trust.

         Section 9. Accounting by The Trustee

         The  Trustee  shall  keep  accurate  and  detailed  records   of   all
         investments,  receipts,  disbursements,  and  all  other  transactions
         required  to  be  made,  including  such specific records as shall  be
         agreed upon in writing between the Company  and  the  Trustee.  Within
         forty-five  (45)  days following the close of each calendar  year  and
         within forty-five (45)  days  after  the removal or resignation of the
         Trustee, the Trustee shall deliver to the Company a written account of
         its administration of the Trust during  such year or during the period
         from the close of the last preceding year  to the date of such removal
         or resignation setting forth all investments,  receipts, disbursements
         and other transactions effected by it, including  a description of all
         securities and investments purchased and sold with  the  cost  or  net
         proceeds  of  such  purchases  or  sales  (accrued  interest  paid  or
         receivable  being  shown separately), and showing all cash, securities
         and other property held  in the Trust at the end of such year or as of
         the date of such removal or  resignation,  as the case may be.  In the
         event the Company objects to such a written  accounting,  Trustee  may
         have  its accounting settled by a court of competent jurisdiction. The
         Trustee  shall  be entitled to hold and to commingle the assets of the
         Trust in one Fund  for investment purposes but at the direction of the
         Company prior to a CNF Change in Control, the Trustee shall create one
         or more sub-accounts.

         Section 10.Responsibility of The Trustee

         (a)  The  Trustee  shall  act  with  the  care,  skill,  prudence  and
              diligence under  the circumstances then prevailing that a prudent
              person acting in like  capacity  and  familiar  with such matters
              would use in the conduct of an enterprise of a like character and
              with like aims, provided, however, that the Trustee  shall  incur
              no  liability  to  any  person for any action taken pursuant to a
              direction, request or approval  given  by  the  Company  which is
              contemplated  by,  and  in  conformity  with,  the  terms  of the
              Arrangements  or  this  Trust  and  is  given  in  writing by the
              Company.   In  the event of a dispute between the Company  and  a
              party, the Trustee may apply to a court of competent jurisdiction
              to resolve the dispute, subject, however to Section 2(e) hereof.

         (b)  The  Company  hereby  indemnifies  the  Trustee  against  losses,
              liabilities, claims,  costs  and  expenses in connection with the
              administration  of  the  Trust  as  a  result  of  the  Trustee's
              following  directions  given  by  the  Company   or  reliance  on
              information  provided by the Company. To the extent  the  Company
              fails to make  any payment on account of an indemnity provided in
              this paragraph 10(b),  in a reasonably timely manner, the Trustee
              may obtain payment from  the Trust.  If the Trustee undertakes or
              defends  any  litigation  for   the   purpose   of  protecting  a
              Participant's or beneficiary's rights under the Arrangements, the
              Company  agrees  to  indemnify the Trustee against the  Trustee's
              costs, reasonable expenses  and  liabilities  (including, without
              limitation, attorneys' fees and expenses) relating thereto and to
              be primarily liable for such payments.  If the  Company  does not
              pay  such  costs, expenses and liabilities in a reasonably timely
              manner, the Trustee may obtain payment from the Trust.

         (c)  Prior to a CNF  Change  in  Control, the Trustee may consult with
              legal counsel (who may also be counsel for the Company generally)
              with  respect  to  any of its duties  or  obligations  hereunder.
              Following  a CNF Change  in  Control  the  Trustee  shall  select
              independent  legal  counsel and may consult with counsel or other
              persons with respect to its duties and with respect to the rights
              of Participants or their beneficiaries under the Arrangements.

         (d)  The Trustee may hire  agents,  accountants, actuaries, investment
              advisors, financial consultants  or other professionals to assist
              it in performing any of its duties  or  obligations hereunder and
              may  rely  on  any  determinations  made  by  such   agents   and
              information provided to it by the Company.

         (e)  The  Trustee  shall have, without exclusion, all powers conferred
              on the Trustee  by  applicable  law,  unless  expressly  provided
              otherwise herein.

         (f)  Notwithstanding  any  powers  granted to the Trustee pursuant  to
              this Trust Agreement or to applicable  law, the Trustee shall not
              have  any  power  that  could give this Trust  the  objective  of
              carrying on a business and  dividing  the gains therefrom, within
              the   meaning  of  section  301.7701-2  of  the   Procedure   and
              Administrative  Regulations  promulgated pursuant to the Internal
              Revenue Code.

         Section 11.Compensation and Expenses of The Trustee

         The Trustee's compensation shall be  as agreed in writing from time to
         time  by  the Company and the Trustee.   The  Company  shall  pay  all
         administrative  expenses  and  the  Trustee's  fees and shall promptly
         reimburse the Trustee for any fees and expenses of its agents.  If not
         so paid, the fees and expenses shall be paid from the Trust.

         Section 12.Resignation and Removal of The Trustee

         (a)  The  Trustee  may  resign at any time by written  notice  to  the
              Company, which shall  be  effective sixty (60) days after receipt
              of  such  notice  unless  the  Company   and  the  Trustee  agree
              otherwise.

         (b)  The Trustee may be removed by the Company on sixty days (60) days
              notice or upon shorter notice accepted by the Trustee.

         (c)  If the Trustee resigns or is removed within two years after a CNF
              Change in Control, the Trustee may apply to  a court of competent
              jurisdiction to select a successor Trustee in accordance with the
              provisions of Section 12(b) prior to the effective  date  of  the
              Trustee's resignation or removal.

         (d)  Upon  resignation  or removal of the Trustee and appointment of a
              successor Trustee, all  assets  shall subsequently be transferred
              to the successor Trustee.  The transfer shall be completed within
              sixty (60) days after receipt of  notice  of resignation, removal
              or transfer, unless the Company extends the time limit.

         (e)  If  the  Trustee  resigns  or  is removed, a successor  shall  be
              appointed, in accordance with Section 13 hereof, by the effective
              date of resignation or removal under  paragraph(s)  (a) or (b) of
              this section.  If no such appointment has been made,  the Trustee
              may apply to a court of competent jurisdiction for appointment of
              a successor or for instructions.  All expenses of the Trustee  in
              connection with the proceeding shall be allowed as administrative
              expenses of the Trust.

         Section 13.Appointment of Successor

         (a)  Subject to Section 12(c), if the Trustee resigns or is removed in
              accordance with Section 12(a) or (b), the Company shall appoint a
              bank  or  trust  company  in  good  standing, organized and doing
              business under the laws of the United  States or a state thereof,
              with   a   market   capitalization  exceeding  $100,000,000   and
              authorized under the  laws  governing its organizaton to exercise
              corporate trustee powers, as  a  successor to replace the Trustee
              upon resignation or removal.  The  successor  Trustee  shall have
              all  of  the  rights  and powers of the former Trustee, including
              ownership rights in the  Trust.  The former Trustee shall execute
              any instrument necessary or  reasonably  requested by the Company
              or the successor Trustee to evidence the transfer.

         (b)  The successor Trustee need not examine the  records  and  acts of
              any  prior  Trustee  and  may retain or dispose of existing Trust
              assets, subject to Section 8 and 9 hereof.  The successor Trustee
              shall not be responsible for  and the Company shall indemnify and
              defend  the  successor  Trustee  from   any  claim  or  liability
              resulting from any action or inaction of  any  prior  Trustee  or
              from  any other past event, or any condition existing at the time
              it becomes successor Trustee.

         Section 14.Amendment or Termination

         (a)  This Trust  Agreement  may  be  amended  by  a written instrument
              executed by the Trustee and the Company; provided that -

              (1)   After  a CNF Change in Control has occurred,  no  amendment
                    may be made  to  the Trust without the approval of seventy-
                    five  percent  (75%)  of  all  Participants  (counting  the
                    beneficiaries  of   a  deceased  Participant  as  a  single
                    Participant) except as  may be required to maintain the tax
                    status or the ERISA status of this Trust.

              (2)   No   such   amendment   shall  increase   the   duties   or
                    responsibilities of the Trustee unless the Trustee consents
                    thereto in writing.

         (b)  The  Trust  shall  not  terminate  until   the   date   on  which
              Participants  and  their  beneficiaries have received all of  the
              benefits  due to them under  the  terms  and  conditions  of  the
              Arrangements;   provided  that,  upon  the  written  approval  of
              seventy-five percent  (75%)  of  all  Participants  (counting the
              beneficiaries  of  a deceased Participant as a Participant),  the
              Company may terminate  this  Trust  prior to the time all benefit
              payments under the Arrangements have been made.  Upon termination
              of the Trust, the Trustee shall make a final accounting and shall
              distribute to the Company the net balance of any remaining assets
              of the Trust.  Upon making such a distribution, the Trustee shall
              be relieved from all further liability.

         Section 15.Change in Control

         (a)  For purposes of this Trust Agreement,  the  following terms shall
              be defined as set forth below:

              (1)   "Affiliate"  means  an  entity  described  in   Rule  12b-2
                    promulgated under Section 12 of the Securities Exchange Act
                    of 1934, as amended (the "Exchange Act").

              (2)   "CNF Change in Control" means any of the following:

                    (i)  Any  Person  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;

                    (ii) The  following  individuals  cease for any  reason  to
                         constitute a majority of the number  of directors then
                         serving: individuals who, on the effective date of the
                         Trust,  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 of the Trust or whose
                         appointment, election  or  nomination for election was
                         previously so approved or recommended;

                    (iii)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,  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

                    (iv) 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;

              (3)   "Marketable Assets" means cash or any asset the Trustee may
                    invest in pursuant to Section 6(b)(1) or Section 6(c)(3).

              (4)   "Person" means 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, $0.625 par  value per share,
                    of the Company).

              (5)   "Potential  CNF  Change  in  Control"  means  any   of  the
                    following:

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

                    (iii)Any Person becomes the "beneficial owner",  as defined
                         in  Rule  13d-3  under  the Exchange Act, 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  of  Directors  of  the  Company  adopts  a
                         resolution to the  effect  that,  for purposes of this
                         Trust Agreement, a Potential CNF Change in Control has
                         occurred.

         (b)  The  General  Counsel  of  the  Company shall have  the  specific
              authority to determine whether a  Potential CNF Change in Control
              or a CNF Change in Control has transpired  and  shall be required
              to give the Trustee notice of a Potential CNF Change  in  Control
              or  a  CNF  Change in Control.  The Trustee shall be entitled  to
              rely upon such  notice,  but  if the Trustee receives notice of a
              Potential CNF Change in Control  or  a CNF Change in Control from
              another  source,  the  Trustee  shall make  its  own  independent
              determination.

         Section 16.Miscellaneous

         (a)  Any provision of this Trust Agreement  prohibited by law shall be
              ineffective  to  the  extent  of  any  such prohibition,  without
              invalidating the remaining provisions hereof.

         (b)  The  Company  hereby  represents and warrants  that  all  of  the
              Arrangements have been  established,  maintained and administered
              in accordance, in material respects, with  all  applicable  laws,
              including without limitation, ERISA.

         (c)  Benefits  payable  to  Participants and their beneficiaries under
              this Trust Agreement may  not be anticipated, assigned (either at
              law or in equity), alienated, pledged, encumbered or subjected to
              attachment,  garnishment,  levy,  execution  or  other  legal  or
              equitable process.

         (d)  This  Trust  Agreement shall be  governed  by  and  construed  in
              accordance with the laws of North Carolina.

         (e)  The CNF Inc. 2005  Deferred  Compensation  Plan  for Directors is
              intended to meet the requirements of Section 409A of the Internal
              Revenue  Code,  the  regulations  thereunder, and any  additional
              guidance  provided  by  the Treasury Department.   The  CNF  Inc.
              Deferred Compensation Plan for Directors is intended to be exempt
              from such requirements.   Any  provision  of this Trust Agreement
              that   would  cause  any  Arrangement  to  fail  to   meet   such
              requirements   shall  be  void  and,  notwithstanding  any  other
              provisions of this  Trust  Agreement,  the Trust Agreement may be
              amended  by  the  Company  and the Trustee to  comply  with  such
              requirements.

         IN WITNESS WHEREOF, this Trust Agreement  has  been executed on behalf
         of the parties hereto on the day and year first above written.


          CNF INC.                             WACHOVIA BANK, N.A. as TRUSTEE

          By:  /s/ Mark C. Thickpenny          By:  /s/ Shelley C. Anderson
               ------------------------             -------------------------
          Its:  Vice President - Treasurer     Its:  AVP











                                      Attachment A



         The following Arrangements are covered by this Trust:

              CNF Inc. Deferred Compensation Plan for Directors

              CNF Inc. 2005 Deferred Compensation Plan for Directors







                                      Attachment B

                                    Claims Procedures

                      (Applicable in the event of a Potential CNF
                          Change in Control or a CNF Change in
                        Control, as provided in Section 2(d)(3))

         Presentation of Claim.  Any Participant or Beneficiary of a deceased
         Participant may deliver to the Trustee  a written claim for a
         determination as to the amount or form of the benefits distributable
         to such Claimant from the Arrangements.  A claim must be made within
         one year following the date on which the event that caused the claim
         to arise occurred.  The claim must state with particularity the
         determination desired by the Claimant.

         Notification of Decision.  The Trustee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

              (a)   that the Claimant's requested determination has been made,
                    and that the claim has been allowed in full; or

              (b)   that the Trustee has reached a conclusion contrary, in
                    whole or in part, to the Claimant's requested
                    determination, and such notice must set forth in a manner
                    calculated to be understood by the Claimant:

                    (i)  the specific reason(s) for the denial of the claim, or
                         any part of it;

                    (ii) specific reference(s) to pertinent provisions of the
                         Arrangements upon which such denial was based;

                    (iii)a description of any additional material or
                         information necessary for the Claimant to clarify or
                         perfect the claim, and an explanation of why such
                         material or information is necessary; and



         Review of a Denied Claim.  Within six months after receiving a notice
         from the Trustee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Trustee a written request to review of the denial of the
         claim.  Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

              (a)   may review pertinent documents;

              (b)   may submit written comments or other documents; and/or

              (c)   may request a hearing, which the Trustee, in its sole and
                    absolute discretion, may grant.

         Decision on Review.  The Trustee shall render its decision on review
         promptly and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Trustee's decision must be rendered within 60 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant and it must contain:

              (a)   specific reasons for the decision;

              (b)   specific reference(s) to the pertinent Arrangement
                    provisions upon which the decision was based; and

              (c)   such other matters as the Trustee deems relevant.