CONSOLIDATED FREIGHTWAYS, INC.

           EXECUTIVE SPLIT-DOLLAR LIFE INSURANCE PLAN

                    Effective January 1, 1994

                            Preamble

Consolidated  Freightways, Inc. established the Executive  Split-
Dollar  Life Insurance Plan, effective  January 1, 1994, for  the
purpose   of  providing  life  insurance  for  certain   valuable
employees  of the Company while they are employed and into  their
retirement  years.  The Company reserves the right  to  determine
those employees eligible to participate the Plan.

                            SECTION 1

                           Definitions

Annual  Compensation means the weekly salary of a Participant  as
determined  by using week 1 payroll processing for  the  calendar
year multiplied by 52.  Annual Compensation does not include  any
payments  made under the Employer's Incentive Compensation  Plan,
or  any  other  bonus  plan.   Annual  Compensation  is  used  to
determined the initial Face Value of the Policy.

Beneficiary  means  the  person or persons  who  are  to  receive
benefits after the death of the Participant.

Board of Directors means the Board of Directors of the Company or
any  committee  to  which  the Board  of  Directors  specifically
delegates any authority granted to it under the Plan.

Cash  Surrender Value of the Policy means the cash value  of  the
Policy,  plus the cash value of any paid-up additions,  plus  any
dividend accumulations and unpaid dividends, less any policy loan
balance.

Cash  Value of the Policy means the cash value as illustrated  in
the  table of values shown in the Policy plus the cash  value  of
any paid up additions credited to the Policy.

Committee means the Pension and Employee Benefits Committee.

Company   means  Consolidated  Freightways,  Inc.,   a   Delaware
corporation.

Current  Loan  Value of the Policy means the loan  value  of  the
Policy reduced by any outstanding policy loan balance.

Disability  means inability to engage in any substantial  gainful
activity  by  reason  of any medically determinable  physical  or
mental  impairment which can be expected to result  in  death  or
which  has  lasted  or can be expected to last for  a  continuous
period of not less than twelve months.

Early  Retirement  has  the  same  meaning  as  defined  in   the
Retirement Plan.
Early Retirement Age means the day on which a Participant attains
the age 55.

Effective  Date  means  January  1,  1994  with  respect  to  the
Executive Split-Dollar Life Insurance Plan.

Eligible  Spouse  means  that spouse to  whom  a  Participant  is
married on the date of his death.  To the extent provided under a
"qualified  domestic relations order," the term  Eligible  Spouse
shall  mean  a  former spouse in the place of  the  Participant's
current spouse.

Employee means a person employed by the Employer, any portion  of
whose  income is subject to withholding of income tax and/or  for
whom  Social  Security contributions are made by an Employer,  as
well  as any other person qualifying as a common law employee  of
an Employer.

Employer  means  the Company or any Subsidiary  thereof  who  has
adopted the Plan.

Employer's   Interest   in  the  Policy  means   the   Employer's
accumulated   premium  payments  less  the   accumulated   amount
reimbursed by the Participant and less any Policy loan balance.

Equivalent Compensation means Annual Compensation indexed  by  5%
compounded  annually,  except in the third  through  fifth  years
where indexing is 33 1/3% annually.

ERISA  means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

Face  Value  means the amount of life insurance indicated  on  an
individual Policy or as indexed within the Policy.

Incentive Compensation Plan means the short-term annual incentive
bonus plan or plans adopted by an Employer from time to time.

Insurer means The Northwestern Mutual Life Insurance Company.

Loan Value of the Policy means the amount which with loan
interest will equal the Cash Value of the Policy and of any paid-
up additions on the next loan interest due date or on the next
premium due date whichever is the smaller amount.

Normal Retirement has the same meaning as defined in the
Retirement Plan.

Normal Retirement Age means the day on which the Participant
attains age 65.

Participant means an Employee selected by the Committee who
elects to enroll in the Plan.

Plan means the Consolidated Freightways, Inc. Executive Split-
Dollar Life Insurance Plan set forth herein, and as amended from
time to time.

Plan Year means the calendar year.

Policy means the split-dollar life insurance issued in the name
of a Participant.

Policy Loan Balance means the policy loans outstanding plus
interest accrued to date.

Retirement Plan means the Consolidated Freightways, Inc.
Retirement Plan, as it may be amended from time to time.

Severance Date means the earlier of the date a Participant quits,
retires, or is discharged or dies.

Masculine pronouns used herein shall include the feminine, the
singular number shall include the plural, and the plural shall be
read as singular.

                            SECTION 2

                  Eligibility and Participation

Only  an  Employee  selected by the Board  of  Directors  or  the
Committee is eligible to participate in the Plan.

                            SECTION 3

         Allocation of Payment of Premium and Dividends

Each Premium on the policies shall be paid by the Employer as  it
becomes due.  By weekly payroll deduction (over the first 50  pay
periods  of  the Plan Year) the Participant shall  reimburse  the
Employer for a portion of the premium paid by the Employer.   The
amount of the reimbursement shall equal the value of the economic
benefit attributable to the life insurance protection provided to
the  Participant  under  the Plan.  The  value  of  the  economic
benefit  shall be calculated by using the lower of  the  Internal
Revenue  Service table P.S. 58 rates or the Insurer's term  rates
times the excess of the current death benefit over the Employer's
total value of its share of the premium.

Dividends  shall be applied as required according to  the  Policy
form chosen by the Company.

                            SECTION 4

                      Assignment of Policy

The Employee shall be the sole owner of the Policy.  The Employee
may exercise all rights, options, and privileges of ownership  in
the   Policy  except  those  granted  to  the  Employer  in   the
assignment.

However,  to  secure premiums paid by the Employer  as  described
above,  the Participant shall execute an assignment of the Policy
to  the Employer as collateral for amounts to be advanced by  the
Employer  by  an  instrument  of assignment,  recorded  with  the
Insurer.  The Employer will have those rights in the Policy given
to  it  in  the  assignment, except that the  Employer  will  not
surrender  the Policy for cancellation except upon expiration  of
the  thirty  (30) day period described in Section 11  and  except
that  the  Employer  will  not, without written  consent  of  the
Employee,  assign its rights in the Policy, other  than  for  the
purpose  of obtaining a loan against the Policy, to anyone  other
than the Employee.

Any  payments under the Policy to the Employer in connection with
the rights granted to the Employer in the assignment referred  to
in  the  prior  paragraph shall first be made  from  Policy  cash
values  attributable  to  the paid up additional  life  insurance
purchased  by  Policy  dividends.  The  Employee  shall  have  no
interest  in  the  paid  up additional life insurance  protection
except  to  the  extent the death benefit or cash  value  thereof
exceeds the total Employer's share of premiums paid.

                            SECTION 5

                      Disability and Death

In  the event a Participant in the Plan suffers a Disability, the
Employer  will continue to make premium payments under the  Plan.
The  Participant's  reimbursement  obligations  shall  be  waived
during such time of Disability.

In  the  event  the  Policy becomes a  claim  by  reason  of  the
Participant's death, the Employer shall have an interest  in  the
proceeds  of  the Policy to the total value of its share  of  the
premiums  paid  under  Section 3 of this  Plan  less  any  Policy
indebtedness  to  the  Insurer.  The  balance,  if  any,  of  the
proceeds  of the Policy shall be paid directly by the Insurer  to
the Beneficiary designated by the Participant.

                            SECTION 6

                   Approved Leaves of Absence

A  Participant on an approved leave of absence from the  Employer
shall  be required to reimburse the Company at least monthly,  an
amount  equal to the economic value of the benefit as  determined
in Section 3.

                            SECTION 7

                    Possession of the Policy

A  Participant who becomes ineligible to participate in the  Plan
or who is not selected by the Committee for further participation
in  the  Plan,  shall have the right to take  possession  of  his
Policy  and  continue premium payments, if any, directly  to  the
Insurer.  The Cash Surrender Value of the Policy, if any will  be
reduced by the Employer's Interest in the Policy.

A  Participant who retires from the Employer, as defined  in  the
Retirement  Plan,  shall be entitled to take  possession  of  his
Policy.  The Company will continue to make premium payments under
the  terms  of the Policy, if necessary.  The Participant's  Cash
Value  of  the Policy, if any, will be reduced by the  Employer's
Interest  in the Policy.  The Face Value of the Policy  available
to  the  retiree should equal the Equivalent Compensation of  the
Participant  calculated as of the beginning of  the  most  recent
Plan  Year.   The Company retains the sole right  to  maintain  a
lower amount of insurance.

At  all  other times, the Policy will be assigned to the Employer
by  the Participant in a collateral assignment agreement provided
for this purpose.

                            SECTION 8

                              Loans

The  Employer shall have the right to borrow on the Policy up  to
the  lesser of (a) the Employer's Interest in the Policy  or  (b)
the Loan Value of the Policy.

                            SECTION 9

          Face Value of the Split-Dollar Life Insurance

The  Company will purchase on behalf of each Participant  a  Face
Value Policy equal to the Annual Compensation of the Participant.
In the third through fifth years of the Policy, the face value of
the Policy will be increased in approximately equal increments so
that the fifth year face value of the Policy will equal twice the
Equivalent Compensation of the Participant.  In all other  years,
the  Face Value of the Policy will increase at a rate of  5%  per
annum.

During  the  first  four years of the Policy,  the  Company  will
coordinate  benefits under this Plan with benefits payable  under
the  Company's Group Life Insurance Plan so that the  Participant
will continually have a combined life insurance benefit equal  to
twice  the Annual Compensation of the Participant.  Upon reaching
twice  the  Equivalent Compensation on the  face  value  of  this
Policy, coverage in the Company's Basic Group Life Insurance Plan
will  cease.  This will not affect the Employee's eligibility  to
participate in the Company's Optional Group Life Insurance Plan.

                           SECTION 10

                   Obligations of the Insurer

The  Insurer  shall  be  bound only  by  the  provisions  of  and
endorsements on the Policy, and any payments made or action taken
by  it  in accordance therewith shall fully discharge the Insurer
from all claims, suits and demands of all persons whatsoever.  It
shall  in  no  way be bound by or deemed to have  notice  of  the
provisions of this Plan.

                           SECTION 11

                    Termination of Agreement

The   agreement  entered  into  between  the  Employer  and   the
Participant under this Plan may be terminated at any  time  while
the Participant is living by written notice thereof by either the
Employer or the Participant to the other; and, in any event, said
agreement will terminate at the Participant's Severance Date.

This agreement may be terminated, by the Employee, subject to the
conditions  expressed below, with or without the consent  of  the
Employer  by  giving  notice in writing  to  the  Employer.   The
Employer acknowledges that its present intent is to maintain this
agreement  with  the  Employee  for  the  indefinite  future  but
expressly reserves the right to amend or terminate this  Plan  at
any  time  upon  30 days written notice to the  Employee  if  the
Employer  is good faith determines that such continuation  is  no
longer  in  its  best interest or consistent with  its  policies.
Such  amendment  or  termination, however, shall  not  reduce  or
eliminate any benefit or interest that the Employee may  have  in
such  Policy  subject to the Plan determined as of the  effective
date  of such amendment or termination.  In the event that either
the  Employer  or  Employee terminates the  agreement  or  it  is
terminated  as of the Employee's Severance Date, the  Participant
shall  take possession of the Policy, and at his discretion,  can
continue the Policy under the terms and conditions prescribed  by
the Insurer.  The Participant's interest in the Cash Value of the
Policy  shall be reduced by the Employer's Interest in the Policy
in accordance with the collateral assignment agreement.

In  the event of termination of this agreement as provided above,
the Employee shall have the right to repay the Employer within 90
days of the date of termination an amount equal to the Employer's
share  of  the  premiums paid under the Policy  less  any  Policy
indebtedness to the Insurer or any other indebtedness secured  by
the  cash  value of the Policies.  The Employee will be obligated
for all future premium payments under the Policy.

If the Employee fails to repay the Employer within 90 days of the
date of termination of the agreement, Employee shall execute  any
and  all  instruments that may be required to vest  ownership  of
said Policy in the Employer.

                           SECTION 12

                        Claiming Benefits

If  the  Participant  should die while an  active  Employee,  the
Retirement   Plans   Administration  Office   will   notify   the
Participant's  Beneficiary of any necessary  documents  required.
The  amount of life insurance payable under the Plan will be paid
when  the  necessary documents have been received  and  approved.
The  Retirement Plans Administration Office will file the  claim,
on behalf of the Beneficiary, with the Insurer.

If the Participant should die after his Severance Date, but while
the  Policy remains in force, his Beneficiary should contact  the
Retirement   Plans  Administration  Office.   That  office   will
instruct  the  Beneficiary on the necessary documents  needed  to
file   a   claim  against  the  Policy.   The  Retirement   Plans
Administrative  Office  will file the claim,  on  behalf  of  the
Beneficiary, with the Insurer.

                           SECTION 13

                       Denial of a Benefit

If  for any reason a claim for benefits under this Plan is denied
by  the  Employer, the Committee shall deliver to the claimant  a
written  explanation setting forth the specific reasons  for  the
denial,  pertinent  to the Plan Section on which  the  denial  is
based, such other data as may be pertinent and information on the
procedures to be followed by the claimant in obtaining  a  review
of his claim, all written in a manner calculated to be understood
by the claimant.

For  this purpose the claimant's claim shall be deemed filed when
presented  in  writing  to  the Retirement  Plans  Administration
Office,  P.O.  Box  3680,  Portland, OR 97208.   The  Committee's
explanation of the denial shall be in writing, delivered  to  the
claimant within 90 days of the date the claim was filed.

The  claimant  shall have 60 days following his  receipt  of  the
denial  of the claim to file with the Committee a written request
for  review of the denial.  For such review, the claimant or  his
representative may submit pertinent documents and written  issues
and comments.

The  Committee shall decide the issue on review and  furnish  the
claimant's  request  for review of his claim.   The  decision  on
review shall be in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood  by
the  claimant,  as well as specific references to  the  pertinent
Plan provisions on which the decision is based.  If a copy of the
decision  is not furnished to the claimant within such  60  days,
the claim shall be denied on the review.