Exhibit 10.26




              CONSOLIDATED FREIGHTWAYS CORPORATION
                             AMENDED
            DEFERRED COMPENSATION PLAN FOR EXECUTIVES



                        TABLE OF CONTENTS


                                                             Page

Preamble                                                        1

ARTICLE 1 Definitions                                           1

     1.1  Account Balance                                       1
     1.2  Annual Bonus                                          1
     1.3  Annual Deferral Amount                                1
     1.4  Base Annual Salary                                    2
     1.5  Beneficiary                                           2
     1.6  Beneficiary Designation Form                          2
     1.7  Board                                                 2
     1.8  Change in Control                                     2
     1.9  Claimant                                              3
     1.10 Code                                                  3
     1.11 Committee                                             3
     1.12 Company                                               3
     1.13 Disability                                            3
     1.14 Election Form                                         3
     1.15 Employer                                              3
     1.16 Moody's Seasoned Corporate Bond Rate                  3
     1.17 Participant                                           3
     1.18 Plan                                                  3
     1.19 Plan Agreement                                        3
     1.20 Plan Entry Date                                       4
     1.21 Plan Year                                             4
     1.22 Pre-Retirement Distribution                           4
     1.23 Pre-Retirement Survivor Benefit                       4
     1.24 Retirement                                            4
     1.25 Retirement Benefit                                    4
     1.26 Termination Benefit                                   4
     1.27 Termination of Employment                             4
     1.28 Unforeseeable Financial Emergency                     4

ARTICLE 2 Selection, Enrollment, Eligibility                    4

     2.1  Selection by Committee                                4
     2.2  Enrollment Requirement                                4
     2.3  Commencement of Participation                         5

ARTICLE 3 Deferral Commitments/Returns                          5

     3.1  Minimum Deferral.                                     5
     3.2  Maximum Deferral                                      5
     3.3  Election to Defer                                     5
     3.4  Withholding of Deferral Amounts                       6
     3.5  FICA Tax                                              6
     3.6  Returns Prior to Distribution                         6
     3.7  Date on Which Crediting Occurs                        6
     3.8  Returns and Installment Distributions                 6
     3.9  Statement of Accounts                                 7

ARTICLE 4 Pre-Retirement Distribution/ Unforeseeable
     Financial Emergencies                                      7

     4.1  Pre-Retirement Distributions                          7
     4.2  Withdrawal Payout/Suspensions for Unforeseeable
          Financial Emergencies                                 7

ARTICLE 5 Retirement Benefit                                    8

     5.1  Retirement Benefit                                    8
     5.2  Payment of Retirement Benefit                         8
     5.3  Death Prior to Completion of Retirement Benefit       8

ARTICLE 6 Pre-Retirement Survivor Benefit                       9

     6.1  Pre-Retirement Survivor Benefit                       9
     6.2  Payment of Pre-Retirement Survivor Benefit            9

ARTICLE 7 Termination Benefit                                   9

     7.1  Termination Benefit                                   9
     7.2  Payment of Termination Benefit                        9

ARTICLE 8 Disability Waiver and Benefit                         9

     8.1  Disability Waiver                                     9
     8.2  Disability Benefit                                   10

ARTICLE 9 Beneficiary Designation                              10

     9.1  Beneficiary                                          10
     9.2  Beneficiary Designation                              10
     9.3  Spousal Consent                                      10
     9.4  No Beneficiary Designation                           10
     9.5  Doubt as to Beneficiaries                            10
     9.6  Discharge of Obligations                             10

ARTICLE 10                                       Leave of Absence     11

     10.1 Paid Leave of Absence                                11
     10.2 Unpaid Leave of Absence                              11

ARTICLE 11                 Termination, Amendment or Modification     11

     11.1 Termination                                          11
     11.2 Amendment                                            11
     11.3 Effect of Payment                                    11

ARTICLE 12                                         Administration     12

     12.1 Committee Duties                                     12
     12.2 Agents                                               12
     12.3 Binding Effect of Decisions                          12
     12.4 Indemnification                                      12

ARTICLE 13                                      Claims Procedures     12

     13.1 Presentation of Claim                                12
     13.2 Notification of Decision                             13
     13.3 Review of a Denied Claim                             13
     13.4 Decision on Review                                   13
     13.5 Legal Action                                         14

ARTICLE 14                                          Miscellaneous     14

     14.1 Unsecured General Creditor                           14
     14.2 Employer's Liability                                 14
     14.3 Company's Liability                                  14
     14.4 Nonassignability                                     14
     14.5 Not a Contract of Employment                         14
     14.6 Furnishing Information                               15
     14.7 Captions                                             15
     14.8 Governing Use                                        15
     14.9 Pronouns                                             15
     14.10                                                 Notice     15
     14.11                                             Successors     15
     14.12                                      Spouse's Interest     15
     14.13                                            Incompetent     15
     14.14                  Distribution in the Event of Taxation     16
     14.15                           Legal Fees To Enforce Rights     16
     14.16                                 Payment of Withholding     16
     14.17                       Coordination with Other Benefits     16

              CONSOLIDATED FREIGHTWAYS CORPORATION
                             AMENDED
            DEFERRED COMPENSATION PLAN FOR EXECUTIVES





                            Preamble

     The  purpose  of  this Plan is to enhance  the  motivational
value  of  the salaries and incentive compensation  of  a  select
group   of  management  and  highly  compensated  employees   who
contribute  materially to the continued growth,  development  and
future  business  success of the Company and its subsidiaries  by
providing  them the opportunity to defer cash compensation.   The
Plan  is  intended  to  aid the Company and its  subsidiaries  in
attracting and retaining key employees and give them an incentive
to   increase   the   profitability  of  the  Company   and   its
subsidiaries.   Therefore, the Company adopts this  Amended  Plan
effective January 1, 2001 as follows:

                            ARTICLE 1

                           Definitions

     For  purposes hereof, unless otherwise clearly apparent from
the  context,  the  following phrases or  terms  shall  have  the
following indicated meanings:

1.1  "Account Balance

     "  means the sum of (i) the total of a Participant's  Annual
     Deferral   Amounts,  plus  (ii)  the  return   credited   in
     accordance with the Plan, reduced (iii) by all distributions
     made  in  accordance with the terms and conditions  of  this
     Plan.    The  Account  Balance  shall  include  the  amounts
     deferred  under  the Prior Plan which shall  be  distributed
     under  the  terms  of this Plan and in accordance  with  any
     applicable elections of time and form of payment made by the
     Participant  at the time of deferral under the  Prior  Plan.
     This account shall be a bookkeeping entry only and shall  be
     utilized  solely  as  a  device  for  the  measurement   and
     determination  of  the amounts to be paid to  a  Participant
     pursuant to this Plan.

1.2  "Annual Bonus

     "  means  any  bonus or incentive compensation earned  by  a
     Participant  in  each Plan Year under  all  cash  bonus  and
     incentive plans of the Company, and any subsidiary,  whether
     or not paid in such Plan Year.

1.3  "Annual Deferral Amount

     "  means that portion of a Participant's Base Annual  Salary
     and  Annual Bonus that a Participant elects to have  and  is
     deferred,  in  accordance with Article 3, for any  one  Plan
     Year.   In the event of Retirement, Disability, death  or  a
     Termination of Employment prior to the end of a  Plan  Year,
     such  year's  Annual  Deferral Amount shall  be  the  actual
     amount withheld prior to such event.

1.4  "Base Annual Salary

     "  means  a Participant's base annual salary that is  to  be
     paid  to a Participant for each Plan Year, determined as  of
     the  first day of that year, excluding bonuses, commissions,
     overtime, incentive payments, non-monetary awards, and other
     fees, before reduction for compensation deferred pursuant to
     all   qualified,  nonqualified  and  Internal  Revenue  Code
     Section 125 plans of the Company or any subsidiary.

1.5  "Beneficiary

     "  means  one  or  more persons, trusts,  estates  or  other
     entities, designated in accordance with Article 9, that  are
     entitled to receive benefits under this Plan upon the  death
     of a Participant.

1.6  "Beneficiary Designation Form

     "  means  the  form established from time  to  time  by  the
     Committee that a Participant completes, signs and returns to
     the Committee to designate one or more Beneficiaries.

1.7  "Board

     " means the Board of Directors of the Company.

1.8  "Change in Control

     "  means  a  change in control of the Company  described  as
     follows:

     (a)  Any  "person"  or "group" (as such terms  are  used  in
          Section 13(d) and 14(d) of the Securities Exchange Act of 1934
          ("Exchange Act")) is or becomes the "beneficial owner" (as that
          term is used in Rule 13(d)3 of the Exchange Act), directly or
          indirectly, of 20% or more of the total voting power of all
          classes of such stock of the Company then outstanding which is
          normally entitled to vote in the election of directors, provided
          that such 20% shall be 40% with respect to any "employee benefit
          plan" (as such term is defined in section 3(3) of the Employee
          Retirement Income Security Act of 1974) maintained by the
          Company, or any subsidiary, or trust vehicle maintained
          thereunder;

(b)  During any period of two consecutive years, individuals who
at the beginning of such period constitute the Board (together
with any new director whose election by the Board or whose
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination was previously so
approved) cease for any reason to constitute at least a majority
thereof;
(c)  The consolidation or merger of the Company with or into
another corporation or the conveyance, transfer or lease by the
Company of all or substantially all of its assets to any person,
or the consolidation or merger of any other corporation with or
into the Company, in either event pursuant to a transaction in
which voting stock of the Company is changed into or exchanged
for cash, securities or other property, provided that any such
transaction that is between the Company and its subsidiaries or
between any of its subsidiaries, or involves the exchange of the
Company's voting stock as consideration in the acquisition of
another business or businesses (without change or exchange of the
Company's outstanding voting stock into or for cash, securities
or other property) shall be excluded from the operation of this
clause; or
(d)  The shareholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company.
1.9  "Claimant

     "  means  any  Participant  or  Beneficiary  of  a  deceased
     Participant  who  makes  a  claim  for  determination  under
     Section 13.1.

1.10 "Code

     " means the Internal Revenue Code of 1986, as amended.

1.11 "Committee

     "  means  the  Compensation Committee of the  Board  or  its
     delegates.

1.12 "Company

     "  means  Consolidated Freightways Corporation,  a  Delaware
     corporation.

1.13 "Disability

     "  means a disability for which a Participant qualifies  for
     benefits  under  the  Consolidated  Freightways  Corporation
     Extended  Sick Pay Plan as it may be amended  from  time  to
     time.

1.14 "Election Form

     "  means  the  form established from time  to  time  by  the
     Committee that a Participant completes, signs and returns to
     the Committee to make an election under the Plan.

1.15 "Employer

     "  means the Company or any of its subsidiaries that employs
     a Participant.

1.16 "Moody's Seasoned Corporate Bond Rate

     ,"  means the arithmetic average of yields of representative
     bonds, including industrials, public utilities, Aaa,  Aa,  A
     and  Baa  bonds  as published by Moody's Investors  Service,
     Inc.  or any successor to that service.  For each Plan Year,
     this  rate  shall be determined by the Committee  using  the
     rate  most recently published prior to the last day  of  the
     November preceding the Plan Year.

1.17 "Participant

     "  for  any  Plan  Year means any employee  of  an  Employer
     (i) who is selected to participate in the Plan for such Plan
     Year by the Committee, (ii) who elects to participate in the
     Plan, (iii) who signs a Plan Agreement, an Election Form and
     a Beneficiary Designation Form and returns such documents to
     the Committee within the time required by the Committee, but
     in  no  event  later than the Plan Entry  Date,  (iv)  whose
     signed   Plan   Agreement,  Election  Form  and  Beneficiary
     Designation  Form  are accepted by the  Committee,  (v)  who
     commences participation in the Plan on his Plan Entry  Date,
     and (vi) whose participation has not terminated.

1.18 "Plan

     "   means  the  Company's  Deferred  Compensation  Plan  for
     Executives,  evidenced by this instrument and by  each  Plan
     Agreement, as amended from time to time.

1.19 "Plan Agreement

     "  means a written agreement, as may be amended from time to
     time, which is entered into by and between the Company and a
     Participant.

1.20 "Plan Entry Date

     "  means  the  date  on which an employee  selected  by  the
     Committee to participate in the Plan commences participation
     in  the  Plan in accordance with Article 2.  The Plan  Entry
     Date shall be January 1 of the Plan Year following selection
     by  the  Committee.   If an employee is first  selected  for
     participation in the Plan subsequent to January 1 of a  Plan
     Year,  but prior to July 1, the Committee may, in  its  sole
     discretion, authorize a Plan Entry Date for that  Plan  Year
     of July 1.

1.21 "Plan Year

     "  means the period beginning on January 1 of each year (or,
     in  certain  limited  cases, July 1) and continuing  through
     December 31 of that year.

1.22 "Pre-Retirement Distribution

     " means the payout set forth in Section 4.1 below.

1.23 "Pre-Retirement Survivor Benefit

     " means the benefit set forth in Article 6 below.

1.24 "Retirement

     ",  "Retires"  or  "Retired" means early  retirement  having
     attained at least age 55 and completed at least 10 years  of
     service   as   defined   in  the  Consolidated   Freightways
     Corporation  Pension Plan, or normal retirement  under  such
     Pension Plan.

1.25 "Retirement Benefit

     " means the benefit set forth in Article 5.

1.26 "Termination Benefit

     " means the benefit set forth in Article 7.

1.27 "Termination of Employment

     "  means the ceasing of employment with the Company and  its
     subsidiaries, voluntarily or involuntarily, for  any  reason
     other than Retirement, Disability or death.

1.28 "Unforeseeable Financial Emergency

     "  means  an  unanticipated emergency that is caused  by  an
     event  beyond  the  control of the  Participant  that  would
     result  in  severe  financial hardship  to  the  Participant
     resulting  from  (i)  a  sudden and  unexpected  illness  or
     accident   of  the  Participant  or  a  dependent   of   the
     Participant,  (ii) a loss of the Participant's property  due
     to   casualty,   or  (iii)  such  other  extraordinary   and
     unforeseeable  circumstances arising as a result  of  events
     beyond the control of the Participant, all as determined  in
     the sole discretion of the Committee.

                            ARTICLE 2

               Selection, Enrollment, Eligibility

2.1  Selection by Committee

     .   Participation in the Plan shall be limited to  a  select
     group   of   management  and  highly  compensated  employees
     (employees  whose Base Annual Salary is equal to or  exceeds
     $100,000)  of the Company and its subsidiaries.   From  that
     group, the Committee shall select for each Plan Year, in its
     sole discretion, those employees eligible to participate  in
     the Plan for that Plan Year.

2.2  Enrollment Requirement

     .   As  a  condition  to participation, a selected  employee
     shall  complete, execute and return to the Committee a  Plan
     Agreement,  an  Election Form and a Beneficiary  Designation
     Form  for each Plan Year.  In addition, the Committee  shall
     establish   from   time  to  time  such   other   enrollment
     requirements  as  it determines in its sole  discretion  are
     necessary.

2.3  Commencement of Participation

     .   Provided an employee selected to participate in the Plan
     has  met  all enrollment requirements set forth in the  Plan
     and  required by the Committee, that employee shall commence
     participation  in  the  Plan on the  Plan  Entry  Date  that
     immediately follows his election to participate in the Plan.

     ARTICLE 3


                  Deferral Commitments/Returns

3.1  Minimum Deferral.

     (a)  Minimum.  To defer compensation under the Plan in any Plan
          Year, a Participant must elect to defer a minimum of $2,000 of
          Base Annual Salary, or a minimum of $2,000 of Annual Bonus.

     (b)  Short  Participation  Year.  If  a  Participant's  Plan
          Entry Date is July 1 of any Plan Year, he must defer  a
          minimum of $1,000 of Base Annual Salary or a minimum of
          $1,000 of Annual Bonus.

3.2  Maximum Deferral

     .  For each Plan Year, a Participant may defer up to 100% of
     his  Base Annual Salary stated as a dollar amount and up  to
     100% of his Annual Bonus stated as a percentage amount.  The
     amount  of  Base Annual Salary and/or Annual  Bonus  that  a
     Participant  elects  to  defer  shall  be  reduced  by   the
     Committee,  without the consent of the affected Participant,
     to  the  extent necessary to provide for (i) other deferrals
     of  Base Annual Salary and/or Annual Bonus, as the case  may
     be, by such Participant under all qualified and nonqualified
     plans of the Company or any subsidiary and Code Section  125
     plans of the Company or any subsidiary, (ii) any taxes  that
     are  required to be withheld with respect to deferrals under
     the  Plan,  and (iii) any other amounts deducted  from  Base
     Annual Salary and/or Annual Bonus pursuant to applicable law
     or authorization by Participant.

3.3  Election to Defer

     .  In connection with a Participant's first participation in
     the Plan, the Participant shall make a deferral election  by
     delivering to the Committee a completed and signed  Election
     Form at least 20 days prior to the intended Plan Entry Date,
     which  election form must be accepted by the Committee prior
     to  the Plan Entry Date for a valid election to exist.   The
     Committee shall notify a Participant within ten days of  its
     receipt  of  the Election Form if the Committee rejects  the
     Election  Form.   For  each  succeeding  Plan  Year,  a  new
     Election  Form  must  be delivered to and  accepted  by  the
     Committee,  in  accordance with the rules set  forth  above,
     before the end of the Plan Year preceding the Plan Year  for
     which  the  election is made.  If the Election Form  is  not
     delivered prior to the Plan Entry Date for a Plan  Year,  no
     Annual Deferral Amount shall be deferred for that Plan Year.

3.4  Withholding of Deferral Amounts

     .  For each Plan Year, the Base Annual Salary portion of the
     Annual Deferral Amount shall be withheld each payroll period
     in  equal amounts from the Participant's Base Annual Salary.
     The Annual Bonus portion of the Annual Deferral Amount shall
     be  withheld  at the time or times the Annual  Bonus  is  or
     otherwise would be paid to the Participant.

3.5  FICA Tax

     .   Any  applicable FICA and other payroll taxes on  amounts
     deferred  under  this Article shall be  withheld  from  that
     portion  of the Participant's Base Annual Salary and  Annual
     Bonus  that  is  not  being  deferred.   If  necessary,  the
     Committee  shall  reduce the amount of  Base  Annual  Salary
     and/or  Annual Bonus deferred, in order to comply with  this
     Section 3.5.

3.6  Returns Prior to Distribution

     .   Prior to any distribution of benefits under Articles  4,
     5,  6,  or  7,  returns shall be credited to a Participant's
     Account  Balance and compounded annually on a  Participant's
     Account  Balance  as though the Annual Deferral  Amount  for
     that  Plan Year was withheld on the Participant's Plan Entry
     Date.   The rate of return on the Account Balance  for  each
     Plan Year shall be the Moody's Seasoned Corporate Bond Rate,
     or  such  other rate as the Committee may determine  in  its
     sole  discretion prior to the beginning of a Plan Year.   In
     the   event  of  Retirement,  death  or  a  Termination   of
     Employment prior to the end of a Plan Year, that Plan Year's
     return  will be calculated using a fraction of a  full  Plan
     Year's  return, based on the number of days that Participant
     was employed with the Employer during the Plan Year prior to
     the occurrence of such event.

3.7  Date on Which Crediting Occurs

     .   Account  Balances  will  be  credited  with  returns  in
     accordance  with Section 3.6 up to the date of  distribution
     for  a  lump  sum  payment  and up  to  the  first  date  of
     distribution  for  installment payments.   For  purposes  of
     crediting  subsequent returns in the event that  installment
     payments  are made, the Account Balance shall be reduced  as
     of the day on which the distribution is made.

3.8  Returns and Installment Distributions

     .   In  the  event  a  benefit is paid  in  installments,  a
     Participant's  unpaid Account Balance shall be  credited  as
     follows:

     (a)  Crediting.  For each Plan Year, the undistributed Account
          Balance shall be credited with a return equal to the Moody's
          Seasoned Corporate Bond Rate or such higher rate as the Committee
          may determine in its sole discretion prior to the beginning of a
          Plan Year.  Returns shall start to accrue under this Section 3.8
          as of the date that returns cease to accrue under Section 3.7
          above.

(b)  Installments.  The installment payments shall be determined
by dividing the Participant's Account Balance at the time of the
commencement of the installment payments by the number of
payments over the installment period.  Each payment determined
above will be considered the principal portion of the installment
payment.  In addition, each installment payment will include a
return calculated for the preceding quarter using the rate
determined in Section 3.8(a) above.  Installment payments shall
commence on the first day of the quarter following the first full
quarter following such Participant's date of Retirement, or when
permitted by the Committee in its sole discretion, Termination of
Employment or death.  All additional installment payments shall
be paid on the first day of the remaining calendar quarters of
the payment period.
3.9  Statement of Accounts

     .   The  Committee  shall send to each  Participant,  within
     120  days after the close of each Plan Year, a statement  in
     such form as the Committee deems desirable setting forth the
     balance  standing to the credit of each Participant  in  his
     Account Balance.

                            ARTICLE 4

                  Pre-Retirement Distribution/
               Unforeseeable Financial Emergencies

4.1  Pre-Retirement Distributions

     .   In  connection  with each election to  defer  an  Annual
     Deferral Amount, a Participant may elect to receive a future
     distribution  from  the  Plan with respect  to  that  Annual
     Deferral  Amount  prior to Retirement.  This  Pre-Retirement
     Distribution  shall be a lump sum payment in an  amount,  as
     chosen  by  the  Participant on the Election Form  prior  to
     making  the  applicable year's deferral, that  is  equal  to
     either  (a) the Annual Deferral Amount, or (b) the  sum  of:
     (i) the Annual Deferral Amount and (ii) returns credited  in
     accordance with Section 3.6 above.  If a Participant  elects
     to  receive  only  the Annual Deferral Amount,  the  returns
     credited  on the Annual Deferral Amount shall be distributed
     to  the  Participant (or, in the case of  the  Participant's
     death, to the Participant's Beneficiary) in accordance  with
     Articles 5, 6, and 7.  The Pre-Retirement Distribution shall
     be  paid  within 60 days of the first day of the  Plan  Year
     chosen   by  the  Participant  on  the  Election  Form   for
     distribution.   The  earliest date that  a  Participant  may
     receive  a  Pre-Retirement Distribution is three  (3)  years
     after  the  first day of the Plan Year in which  the  Annual
     Deferral Amount is actually deferred.

4.2  Withdrawal  Payout/Suspensions for  Unforeseeable  Financial
     Emergencies

     .  If the Participant experiences an Unforeseeable Financial
     Emergency,  the  Participant may petition the  Committee  to
     (i)  suspend  any  deferrals  required  to  be  made  by   a
     Participant  and/or (ii) receive a partial  or  full  payout
     from  the  Plan.  The Committee may, in its sole discretion,
     accept  or deny such petition.  Any payout shall not  exceed
     the  lesser of the Participant's Account Balance, calculated
     as if such Participant were receiving a Termination Benefit,
     or the amount reasonably needed to satisfy the Unforeseeable
     Financial Emergency.  The suspension shall continue for such
     period  of time and/or the reinstatement of deferrals  shall
     occur at a date, as specified by the Committee, in its  sole
     discretion.  If reinstated, the deduction in each pay period
     shall  not  exceed  that  made  immediately  prior  to   the
     suspension.  If the petition for a suspension and/or  payout
     is  approved, suspension shall take effect upon the date  of
     approval and any payout shall be made within 60 days of  the
     date of approval.

4.3  Withdrawal   Election.   A   Participant   (or,   after    a
     Participant's death, his or her Beneficiary) may elect, at any
     time, to withdraw all or part of his or her Account Balance,
     less a withdrawal penalty equal to ten percent (10%) of such
     amount (the net amount shall be referred to as the "Withdrawal
     Amount").   In  the  case of a full withdrawal  made  before
     Retirement, Disability, or death, a Participant's Withdrawal
     Amount shall be his or her Account Balance calculated as if there
     had occurred a Termination of Employment as of the day of the
     election.  The minimum amount of any partial withdrawal shall be
     $25,000.  A withdrawal election can be made at any time, before
     or  after  Retirement, Disability, death or  Termination  of
     Employment, and whether or not the Participant (or Beneficiary)
     is  in  the process of being paid pursuant to an installment
     payment schedule. The Participant (or his or her Beneficiary)
     shall be paid the Withdrawal Amount within sixty (60) days of his
     or  her  election.  Once the Withdrawal Amount is paid,  the
     Participant's participation in the Plan shall terminate and the
     Participant shall not be eligible to participate in the Plan for
     the remainder of the Plan Year.

                            ARTICLE 5

                       Retirement Benefit

5.1  Retirement Benefit

     .   A Participant who Retires shall receive, as a Retirement
     Benefit, his Account Balance.

5.2  Payment of Retirement Benefit

     .  A Participant, in connection with his or her commencement
     of  participation in the Plan, shall elect  on  an  Election
     Form  to receive the Retirement Benefit in a lump sum or  in
     quarterly  payments  over a period of five  (5),  ten  (10),
     fifteen  (15),  or twenty (20) years.  The  Participant  may
     annually   change  his  or  her  election  to  an  allowable
     alternative payout period by submitting a new Election  Form
     to  the  Committee, provided that any such Election Form  is
     submitted  at least two (2) years prior to the Participant's
     Retirement  and  is accepted by the Committee  in  its  sole
     discretion.  The Election Form most recently accepted by the
     Committee shall govern the payout of the Retirement Benefit.
     If  a Participant does not make any election with respect to
     the  payment  of the Retirement Benefit, then  such  benefit
     shall  be payable in a lump sum.  The lump sum payment shall
     be   made   no  later  than  sixty  (60)  days   after   the
     Participant's Retirement.  Any installment payments shall be
     made in accordance with Section 3.8.

5.3  Death Prior to Completion of Retirement Benefit

     .   If  a  Participant dies after Retirement but before  the
     Retirement Benefit is paid in full, the Participant's unpaid
     Retirement Benefit payments shall continue and shall be paid
     to  the  Participant's Beneficiary (i)  over  the  remaining
     number of calendar quarters and in the same amounts as  that
     benefit  would  have  been paid to the Participant  had  the
     Participant  survived,  or  (ii) the  then  current  Account
     Balance  as of the date of death, in a lump sum, if  allowed
     in the sole discretion of the Committee.

                            ARTICLE 6

                 Pre-Retirement Survivor Benefit

6.1  Pre-Retirement Survivor Benefit

     .   If  a Participant dies before he Retires, experiences  a
     Termination  of  Employment  or suffers  a  Disability,  the
     Participant's  Beneficiary shall  receive  a  Pre-Retirement
     Survivor Benefit equal to the Participant's Account Balance.

6.2  Payment of Pre-Retirement Survivor Benefit

     .   The  Pre-Retirement Survivor Benefit shall be  the  then
     current Account Balance as of the date of death, paid  in  a
     lump  sum  or,  in  the  Committee's  sole  discretion,   in
     installments  according  to the  original  election  of  the
     Participant.   The  lump sum payment shall  be  made  within
     60   days  of  the  Committee's  receiving  proof   of   the
     Participant's death.

                            ARTICLE 7

                       Termination Benefit

7.1  Termination Benefit

     .   If a Participant experiences a Termination of Employment
     prior   to   his   Retirement,  death  or  Disability,   the
     Participant shall receive a Termination Benefit which  shall
     be  equal to the Participant's Account Balance determined as
     of the date of his Termination of Employment.

7.2  Payment of Termination Benefit

     .  The Termination Benefit shall be the then current Account
     Balance as of the date of Termination of Employment, paid in
     a  lump  sum  or installments as the Participant  originally
     designated in the applicable Election Form(s), or paid in  a
     lump sum within 60 days of the Termination of Employment  if
     the  Participant  so  elected  in  the  applicable  Election
     Form(s).   Notwithstanding the foregoing, if the Participant
     incurs  a Termination of Employment within one year after  a
     Change in Control, the Termination Benefit shall be paid  in
     a lump sum within 20 days of the Termination of Employment.

                            ARTICLE 8

                  Disability Waiver and Benefit

8.1  Disability Waiver

     .   A  Participant who is determined by the Committee to  be
     suffering from a Disability shall be excused from fulfilling
     that  portion of the Annual Deferral Amount commitment  that
     would otherwise have been withheld from a Participant's Base
     Annual  Salary or Annual Bonus for the Plan Year or  portion
     thereof during which the Participant has a Disability.

8.2  Disability Benefit

     .   A  Participant suffering a Disability shall for  benefit
     purposes  under  this  Plan, continue to  be  considered  an
     employee and shall be eligible for the benefits provided for
     in  Articles 4, 5, 6 or 7 in accordance with the  provisions
     of  those  Articles.  Notwithstanding, the  Committee  shall
     have  the  right,  in its sole discretion,  to  terminate  a
     Participant's participation in the Plan at any  time  during
     which  such Participant has a Disability and pay the Account
     Balance in a lump sum.

                            ARTICLE 9

                     Beneficiary Designation

9.1  Beneficiary

     .  Each Participant shall designate a Beneficiary to receive
     any  benefits  payable under the Plan upon the Participant's
     death.

9.2  Beneficiary Designation

     .    A  Participant  shall  designate  his  Beneficiary   by
     completing and signing the Beneficiary Designation Form, and
     submitting   it  to  the  Committee  or  its  delegate.    A
     Participant shall have the right to change a Beneficiary  at
     any  time  without  the  consent  of  the  Beneficiary,   by
     completing, signing and otherwise complying with  the  terms
     of  the  Beneficiary  Designation Form and  the  Committee's
     rules and procedures, as in effect from time to time.   Upon
     the   receipt   by  the  Committee  of  a  new   Beneficiary
     Designation  Form,  all Beneficiary designations  previously
     filed shall be canceled.  The Committee shall be entitled to
     rely  on the last Beneficiary Designation Form filed by  the
     Participant with the Committee prior to his death.

9.3  Spousal Consent

     .   In the case of a married Participant, if the Participant
     names   someone  other  than  his  spouse   as   a   primary
     Beneficiary,  a spousal consent, in the form  designated  by
     the  Committee, must be signed by that Participant's  spouse
     and returned to the Committee.  No consent is required if it
     is  established  to the satisfaction of the  Committee  that
     consent  cannot  be obtained because the  spouse  cannot  be
     located.

9.4  No Beneficiary Designation

     .   If  a  Participant fails to designate a  Beneficiary  as
     provided  above,  the  Participant's designated  Beneficiary
     shall  be  deemed  to  be  his  surviving  spouse.   If  the
     Participant has no surviving spouse, the benefits  otherwise
     payable  to a Beneficiary shall be paid to the Participant's
     estate.

9.5  Doubt as to Beneficiaries

     .   If  the  Committee  has  any  doubt  as  to  the  proper
     Beneficiary to receive payments pursuant to this  Plan,  the
     Committee   shall  have  the  right,  exercisable   in   its
     discretion,  to withhold such payments until the  matter  is
     resolved to the Committee's satisfaction, and/or to  require
     indemnification.

9.6  Discharge of Obligations

     .   The  payment of benefits under the Plan to a Participant
     or  Participant's  Beneficiary shall  fully  and  completely
     discharge  the  Company and the Participant's Employer  from
     all obligations under this Plan with respect to the deceased
     Participant and all of his Beneficiaries and any others that
     may be entitled to such benefits.

                           ARTICLE 10

                        Leave of Absence

10.1 Paid Leave of Absence

     .   If a Participant is authorized by the Company to take  a
     paid leave of absence, the Participant shall continue to  be
     considered  employed  by the Employer and  the  Base  Annual
     Salary  and  Annual Bonus deferred by the Participant  shall
     continue to be withheld during such paid leave of absence in
     accordance with Section 3.4.

10.2 Unpaid Leave of Absence

     .   If a Participant is authorized by the Company to take an
     unpaid  leave of absence, the Participant shall continue  to
     be  considered employed by the Employer and the  Participant
     shall be excused from making deferrals until the earlier  of
     the  date  the  leave of absence expires or the  Participant
     returns  to  a paid employment status.  Upon such expiration
     or  return, deferrals shall resume for the remaining portion
     of  the  Plan Year in which the expiration or return occurs,
     based  on the deferral election, if any, made for that  Plan
     Year.

                           ARTICLE 11

             Termination, Amendment or Modification

11.1 Termination

     .   The Company reserves the right to terminate the Plan  at
     any time.  Prior to a Change in Control, the Committee shall
     have  the right, at its sole discretion, and notwithstanding
     any  elections  made  by the Participant  to  pay  the  then
     outstanding Account Balance in a lump sum.  After  a  Change
     in  Control  the  Company  shall be  required  to  pay  such
     benefits in a lump sum.

11.2 Amendment

     .   The Board may, at any time, amend or modify the Plan  in
     whole  or  in part, provided, however, that no amendment  or
     modification  shall  decrease or  restrict  a  Participant's
     Account Balance at the time the amendment or modification is
     made,  calculated  as if the Participant had  experienced  a
     Termination  of Employment as of the effective date  of  the
     amendment   or   modification,  or,  if  the  amendment   or
     modification   occurs  after  the  date   upon   which   the
     Participant  was  eligible to Retire,  the  Participant  had
     Retired  as  of  the  effective date  of  the  amendment  or
     modification.   The amendment or modification  of  the  Plan
     shall  not affect the payment of benefits to any Participant
     or  Beneficiary  who has become entitled to the  payment  of
     benefits  under the Plan as of the date of the amendment  or
     modification.

11.3 Effect of Payment

     .    The  full  payment  of  the  applicable  benefit  under
     Articles 4, 5, 6 or 7 of the Plan shall completely discharge
     all  obligations to a Participant under this  Plan  and  the
     Plan  Agreement, and the Participant's Plan Agreement  shall
     terminate.

                           ARTICLE 12



                         Administration

12.1 Committee Duties

     .   This Plan shall be administered by the Committee or  its
     delegates.  The Committee shall also have the discretion and
     authority  to  make,  amend,  interpret,  and  enforce   all
     appropriate rules and regulations for the administration  of
     this  Plan  and  decide  or resolve any  and  all  questions
     including  interpretations of this Plan,  as  may  arise  in
     connection with the Plan.  A majority of the Committee shall
     constitute a quorum and a majority of the members present at
     any meeting at which a quorum is present or acts approved in
     writing  or  in  a telephone meeting by all of  the  members
     shall constitute a decision by the entire Committee.

12.2 Agents

     .   In  the administration of this Plan, the Committee  may,
     from  time  to time, delegate to such persons  as  it  deems
     appropriate  such administrative duties as it sees  fit  and
     may  from  time  to  time consult with counsel  who  may  be
     counsel to the Company or a subsidiary.

12.3 Binding Effect of Decisions

     .   The decision or action of the Committee with respect  to
     any  question  arising  out of or  in  connection  with  the
     administration, interpretation and application of  the  Plan
     and the rules and regulations promulgated hereunder shall be
     final and conclusive and binding upon all persons having any
     interest in the Plan.

12.4 Indemnification

     .   The  Company shall indemnify and hold harmless the named
     fiduciaries and any officers or employees of the Company and
     its  subsidiaries  to which fiduciary responsibilities  have
     been  delegated  from and against any and  all  liabilities,
     claims,  demands,  costs  and expenses  including  attorneys
     fees, arising out of an alleged breach in the performance of
     their fiduciary duties under the Plan and ERISA, other  than
     such liabilities, claims, demands, costs and expenses as may
     result  from  the gross negligence or willful misconduct  of
     such person.  The Company shall have the right, but not  the
     obligation,  to conduct the defense of such  person  in  any
     proceeding to which this paragraph applies.

                           ARTICLE 13

                        Claims Procedures

13.1 Presentation of Claim

     .   Any Participant or Beneficiary of a deceased Participant
     may  deliver  to  the  Committee  a  written  claim  for   a
     determination  with respect to the amounts distributable  to
     such Claimant from the Plan.  If such a claim relates to the
     contents  of  a notice received by the Claimant,  the  claim
     must  be  made within 60 days after such notice was received
     by  the  Claimant.   All other claims must  be  made  within
     180  days  of  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.

13.2 Notification of Decision

     .   The Committee 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 Committee 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 Plan
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 in
Section 13.3 below.
13.3 Review of a Denied Claim

     .   Within  60  days  after  receiving  a  notice  from  the
     Committee that a claim has been denied, in whole or in part,
     a    Claimant    (or   the   Claimant's   duly    authorized
     representative)  may  file  with  the  Committee  a  written
     request   for  a  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 Committee, in its sole
discretion, may grant.
13.4 Decision on Review

     .   The  Committee  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  Committee's  decision  must  be
     rendered  within  120 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 Plan provisions upon
which the decision was based; and
(c)  such other matters as the Committee deems relevant.
13.5 Legal Action

     .   A Claimant's compliance with the foregoing provisions of
     this   Article   13  is  a  mandatory  prerequisite   to   a
     Participant's  right  to  commence  any  legal  action  with
     respect to any claim for benefits under this Plan.

                           ARTICLE 14

                          Miscellaneous

14.1 Unsecured General Creditor

     .   Participants and their Beneficiaries, heirs,  successors
     and  assigns  shall  have  no  legal  or  equitable  rights,
     interest or claims in any property or assets of the  Company
     or  an  Employer.  Any and all of the Company's assets shall
     be,  and  remain,  its general, unpledged  and  unrestricted
     assets.   The Company's obligation under the Plan  shall  be
     merely  that  of  an unfunded and unsecured promise  to  pay
     money in the future.

14.2 Employer's Liability

     .   An  Employer  other  than  the  Company  shall  have  no
     liability  to  a Participant or a Participant's  Beneficiary
     for payment of any benefits under the Plan.

14.3 Company's Liability

     .   Amounts payable to a Participant on his Account  Balance
     under Article 3 shall be paid from the general assets of the
     Company  (including without limitation  the  assets  of  any
     trust  established to fund payment of obligations hereunder)
     exclusively.

14.4 Nonassignability

     .  Neither a Participant nor any other person shall have the
     right   to   commute,   sell,  assign,   transfer,   pledge,
     anticipate,   mortgage  or  otherwise  encumber,   transfer,
     hypothecate  or  convey  in advance of  actual  receipt  the
     amounts,  if  any, payable hereunder, or any  part  thereof,
     which are, and all rights to which are expressly declared to
     be   unassignable  and  non-transferable,  except  that  the
     foregoing  shall not apply to any family support obligations
     set  forth in a court order.  No part of the amounts payable
     shall,  prior  to actual payment, be subject to  seizure  or
     sequestration  for  the  payment of  any  debts,  judgments,
     alimony or separate maintenance owed by a Participant or any
     other person, nor be transferable by operation of law in the
     event of a Participant's or any other person's bankruptcy or
     insolvency.

14.5 Not a Contract of Employment

     .   The  terms  and conditions of this Plan nor any  actions
     taken hereunder shall not be deemed to constitute a contract
     of  employment  between the Company or an Employer  and  the
     Participant, nor give Participant any right to  be  retained
     as  an  employee  of the Company or its subsidiaries.   Such
     employment  relationship can be terminated at any  time  for
     any reason, with or without cause, unless expressly provided
     in  a  written employment agreement.  This Plan  shall  only
     create  a contractual obligation on the part of the Company,
     and  shall  not  be construed as creating  a  trust  or  any
     fiduciary relationship.

14.6 Furnishing Information

     .   A  Participant  will  cooperate with  the  Committee  by
     furnishing  any  and  all  information  requested   by   the
     Committee and take such other actions as may be requested in
     order  to facilitate the administration of the Plan and  the
     payments of benefits hereunder, including but not limited to
     taking such physical examinations as the Committee may  deem
     necessary.

14.7 Captions

     .   The captions of the articles, sections and paragraphs of
     this Plan are for convenience only and shall not control  or
     affect the meaning or construction of any of its provisions.

14.8 Governing Use

     .   The  provisions  of  this Plan shall  be  construed  and
     interpreted   according  to  the  laws  of  the   State   of
     California.

14.9 Pronouns

     .   Masculine pronouns wherever used shall include  feminine
     pronouns.

14.10     Notice

     .  Any notice or filing required or permitted to be given to
     the  Committee  under this Plan shall be  sufficient  if  in
     writing  and  hand-delivered,  or  sent  by  registered   or
     certified mail, return receipt requested, to:

               Consolidated Freightways Corporation
               Compensation Committee
               Deferred Compensation Plan for Executives
               16400 SE CF Way
               Vancouver, WA 98683

     Such notice shall be deemed given as of the date of delivery
     or, if delivery is made by mail, as of the date shown on the
     postmark on the receipt for registration or certification.

     Any notice or filing required or permitted to be given to  a
     Participant  under  this  Plan shall  be  sufficient  if  in
     writing  and  hand-delivered, or sent by mail, to  the  last
     known address of the Participant.

14.11     Successors

     .   The  provisions of this Plan shall be binding  upon  and
     inure  to the benefit of the Participant's Company  and  its
     successors   and   assigns   and   the   Participant,    the
     Participant's Beneficiaries, and their permitted  successors
     and assigns.

14.12     Spouse's Interest

     .   The interest in the benefits hereunder of a spouse of  a
     Participant  who  has  predeceased  the  Participant   shall
     automatically  pass  to the Participant  and  shall  not  be
     transferable by such spouse in any manner, including but not
     limited to such spouse's will, nor shall such interest  pass
     under the laws of intestate succession.

14.13     Incompetent

     .   If  the  Committee determines in its discretion  that  a
     benefit  under this Plan is to be paid to a minor, a  person
     declared  incompetent or to a person incapable  of  handling
     the disposition of that person's property, the Committee may
     direct  payment  of  such  benefit to  the  guardian,  legal
     representative or person having the care and custody of such
     minor,  incompetent or incapable person.  The Committee  may
     require  proof  of  minority,  incompetency,  incapacity  or
     guardianship,  as  it  may  deem  appropriate  and/or   such
     indemnification  of  the  Committee,  the  Company  and  the
     Participant's   Employer   and   security,   as   it   deems
     appropriate,  in its sole discretion, prior to  distribution
     of the benefit.  Any payment of a benefit shall be a payment
     for  the  account  of the Participant and the  Participant's
     Beneficiary,  as the case may be, and shall  be  a  complete
     discharge  of any liability under the Plan for such  payment
     amount.

14.14     Distribution in the Event of Taxation

     .  If, for any reason, all or any portion of a Participant's
     benefit  under this Plan becomes taxable to the  Participant
     prior  to  receipt, a Participant may petition the Committee
     for   a  distribution  of  assets  sufficient  to  meet  the
     Participant's  tax  liability (including additions  to  tax,
     penalties and interest).  Upon the grant of such a petition,
     which  grant shall not be unreasonably withheld, the Company
     shall  distribute  to the Participant immediately  available
     funds  in  an  amount  equal to that Participant's  federal,
     state and local tax liability associated with such event  of
     taxation  (which  amount  shall not exceed  a  Participant's
     accrued benefit under the Plan), such tax liability shall be
     measured  by  using that Participant's then current  highest
     federal,  state and local marginal tax rate, plus the  rates
     or  amounts  for the applicable additions to tax,  penalties
     and interest.  If the petition is granted, the tax liability
     distribution shall be made within 90 days of the  date  when
     the  Participant's petition is granted.  Such a distribution
     shall reduce the benefits to be paid under this Plan.

14.15     Legal Fees To Enforce Rights

     .   If  the  Company has failed to comply with  any  of  its
     obligations  under the Plan or any agreement thereunder  or,
     if  the  Company, the Participant's Employer  or  any  other
     person  takes  any  action  to  declare  the  Plan  void  or
     unenforceable  or institutes any litigation or  other  legal
     action  designed  to deny, diminish or to recover  from  any
     Participant the benefits intended to be provided,  then  the
     Company  irrevocably authorizes such Participant  to  retain
     counsel of his choice and agrees to pay the reasonable legal
     fees  and expenses of the Participant incurred in connection
     with  the  initiation or defense of any litigation or  other
     legal  action,  whether by or against the  Company,  or  any
     director,  officer, shareholder or other  person  affiliated
     with   the  Company,  or  any  successor  thereto   in   any
     jurisdiction,  provided  that such Participant  prevails  in
     such action.

14.16     Payment of Withholding

     .   As a condition of receiving benefits under the Plan, the
     Participant  shall  pay  the Company and/or  the  applicable
     Employer not less than the amount of all applicable federal,
     state, local and foreign taxes required by law to be paid or
     withheld  relating to the receipt or entitlement to benefits
     hereunder.  The Company may withhold taxes from any benefits
     paid and/or from Base Annual Salary or Annual Bonus, in  its
     sole discretion.

14.17     Coordination with Other Benefits

     .  The benefits provided for a Participant and Participant's
     Beneficiary  under  the Plan are in addition  to  any  other
     benefits available to such Participant under any other  plan
     or   program   for   employees  of  the  Company   and   its
     subsidiaries.   The  Plan  shall supplement  and  shall  not
     supersede,  modify or amend any other such plan  or  program
     except as may otherwise be expressly provided.  In no  event
     shall distributions under the Plan prior to Retirement  have
     the  effect of increasing payments otherwise due  under  the
     various   retirement   plans  of   the   Company   and   its
     subsidiaries.

     IN WITNESS WHEREOF, the Company has signed this Amended Plan
as of November 13, 2000.


                              Consolidated Freightways Corporation



                              By:  /s/Stephen D. Richards
                                   Stephen D. Richards
                              Its: Senior Vice President