Exhibit 10.5





                                       CNF INC.
                           NONQUALIFIED EXECUTIVE 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.

        (i)  Upon a Unit Change in Control,  the  Company  shall,  as  soon as
             possible,  but  in no event later than thirty (30) days following
             the  occurrence  of  such  Unit  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  with  respect  to  Participants to whom such
             Unit Change in Control applies, as of the  date on which the Unit
             Change  in  Control  occurred.   For 12 months following  a  Unit
             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  if  the  effect  of  such
             substitution  or  direction  would  be to cause the Trust to hold
             Marketable  Assets with a value less than  the  benefits  accrued
             pursuant  to the  terms  of  the  Arrangements  with  respect  to
             Participants  to  whom  such Unit Change in Control applies.  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.

        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 Unit Change in
             Control, the Company  shall  deliver to the Trustee a schedule of
             benefits  accrued under the Arrangements  with  respect  to  each
             Participant  to whom the Unit Change in Control applies.  After a
             Unit  Change  in   Control  (with  respect  to  the  benefits  of
             Participants to whom  the  Unit  Change  in  Control  applies), 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.

             (6)   "Unit Change in Control" means any of the following:

                   (i)  There is consummated the sale or other  disposition by
                        the Company, however effected, of either  of  the  two
                        primary  business  units  of the Company, whether in a
                        single  transaction  or in a  series  of  transactions
                        occurring within an 18-month  period,  and  whether or
                        not  such  business unit constitutes part of a  larger
                        enterprise  at   the   time   of  the  sale  or  other
                        disposition; provided, however,  that  this clause (i)
                        shall apply only to Participants who are  employed  by
                        the  Company;  and provided further, that the Board of
                        Directors of the  Company  may,  upon  notice  to  the
                        affected  Participants  given  at  any time, terminate
                        this   clause   (i)  without  the  consent   of   such
                        Participants, except that any such notice shall not be
                        effective to terminate this clause (i) if a CNF Change
                        in Control or a Unit Change in Control occurs pursuant
                        to this clause (i)  within ninety (90) days after such
                        notice is given; or

                   (ii) There is consummated  the  sale  or other disposition,
                        however  effected, of either of the  primary  business
                        units of the  Company,  whether  or  not such business
                        unit  constitutes part of a larger enterprise  at  the
                        time of  the  sale  or  other  disposition;  provided,
                        however,  that  this  clause (ii) shall apply only  to
                        Participants (i) who, immediately  prior  to such sale
                        or  other  disposition, were employed by the  business
                        unit that is  sold  or  otherwise disposed of and (ii)
                        who are not employed by the  Company  or  any  of  its
                        subsidiaries  immediately following such sale or other
                        disposition.

                   As used in clauses (i)  and  (ii)  above, "primary business
                   units"  means Con-Way Transportation  Services,  Inc.,  and
                   Menlo Worldwide  Forwarding,  Inc.,  and  a  "sale or other
                   disposition" of a business unit includes:

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

                   (B)  the sale of all or substantially  all of the assets of
                        the business unit; and

                   (C)  any other transaction or course of  action (including,
                        without limitation, a spin-off or other  distribution)
                        engaged in, directly or indirectly, by the  Company or
                        the  business  unit  that  has a substantially similar
                        effect as the transactions of  the type referred to in
                        clause (a) or (b) above;

                   it being the intent that a sale or other  disposition  of a
                   business  unit  occurs  even  if  (x)  such  business  unit
                   constitutes  part of a larger enterprise at the time of the
                   relevant sale  or disposition transaction and (y) such sale
                   or disposition transaction  involves such larger enterprise
                   (such as, by way of example and  without  limitation,  when
                   one  or  more  business  units are subsidiaries of a common
                   parent and either (A) the  common parent is spun-off or (B)
                   there is consummated a sale  of  the  stock or other equity
                   interests in the common parent having more  than 50% of the
                   then existing voting power of all outstanding securities of
                   the common parent).

                   The   foregoing  notwithstanding,  (1)  a  sale  or   other
                   disposition  of a business unit shall not be deemed to have
                   occurred  for  purposes  of  clauses  (i)  and  (ii)  above
                   (x) except in the case of a transaction described in clause
                   (B) above, so long as the Company or any of its Affiliates,
                   individually or  collectively,  own  the  then  outstanding
                   shares of capital stock of the business unit having  50% or
                   more  of  the then existing voting power of all outstanding
                   securities of the business unit, or (y) in the event of the
                   sale of shares  of  capital  stock of the business unit (or
                   the sale of shares or other equity  interests in any parent
                   company  of  such business unit) to any  trustee  or  other
                   fiduciary holding securities under an employee benefit plan
                   of the Company, the business unit or any other Affiliate of
                   the Company, and  (2)  a  sale  or  other  disposition of a
                   business  unit  shall  not  be deemed to have occurred  for
                   purposes of clause (ii) above  in  the event of the sale or
                   distribution of shares of capital stock (including, without
                   limitation,   a   spin-off)   of  the  business   unit   to
                   shareholders of the Company, or  the  sale of assets of the
                   business  unit  to any corporation or other  entity  owned,
                   directly or indirectly, by the shareholders of the Company,
                   in either case in  substantially  the  same  proportions as
                   their ownership of stock in the Company.

        (b)  The  General  Counsel  of  the  Company  shall  have the specific
             authority to determine whether a Potential CNF Change in Control,
             a  CNF  Change  in  Control,  or  a  Unit  Change in Control  has
             transpired and shall be required to give the  Trustee notice of a
             Potential CNF Change in Control, a CNF Change in  Control,  or  a
             Unit  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, a CNF Change in Control, or a
             Unit 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  Executives  and
             the  CNF  Inc.  2005  Supplemental  Excess  Retirement  Plan  are
             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  Executives  and  the  CNF  Inc.
             Supplemental Excess Retirement  Plan  are  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 Executives

             CNF Inc. 2005 Deferred Compensation Plan for Executives

             CNF Inc. Supplemental Excess Retirement Plan

             CNF Inc. 2005 Supplemental Excess Retirement Plan








                                     Attachment B

                                  Claims Procedures

                     (Applicable in the event of a Potential CNF
                     Change in Control, a CNF Change in Control,
                     or a Unit 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

                   (iv) an explanation of the claim review procedure set forth
                        below.








        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.