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                                                                     EXHIBIT 4.4

                                    CNF INC.

                        6.70% SENIOR DEBENTURES DUE 2034

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  April 30, 2004

Citigroup Global Markets Inc.
Morgan Stanley & Co. Incorporated,
  As representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
    388 Greenwich Street
    New York, New York  10013

Ladies and Gentlemen:

     CNF Inc., a Delaware corporation (the "Company"), proposes to issue and
sell to the Initial Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its 6.70% Senior Debentures due 2034.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with the Initial Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

     1.   Certain Definitions. For purposes of this Agreement, the following
terms shall have the following respective meanings:

          "Additional Interest" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "Affiliate" shall have the meaning specified in Rule 405 under the
     Securities Act and the terms "controlling" and "controlled" shall have
     meanings correlative thereto.

          "Agreement" shall mean this Exchange and Registration Rights
     Agreement, as may be amended from time to time.

          "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

          The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

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          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     legal holiday or a day on which banking institutions or trust companies are
     authorized or obligated by law to close in New York City.

          "Closing Date" shall mean the date on which the Securities are
     initially issued.

          "Commission" shall mean the U.S. Securities and Exchange Commission,
     or any other federal agency at the time administering the Exchange Act or
     the Securities Act, whichever is the relevant statute for the particular
     purpose.

          "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective, and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

          "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

          "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

          "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

          "holder" shall mean each of the Initial Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

          "Indenture" shall mean the Indenture, dated as of March 8, 2000,
     between the Company and the Trustee, and supplemented by Supplemental
     Indenture No. 1 dated April 30, 2004, as the same shall be amended from
     time to time.

          "Initial Purchasers" shall mean the Initial Purchasers named in
     Schedule I to the Purchase Agreement.

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          "Losses" shall mean losses, claims, damages and liabilities (including
     legal or other expenses reasonably incurred in connection with
     investigating or defending any loss, claim, liability, damage or action).

          "New Securities" shall mean debt securities of the Company identical
     in all material respects to the Securities (except that the transfer
     restrictions shall be modified or eliminated, as appropriate).

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

          "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

          "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     April 27, 2004, between the Initial Purchasers and the Company relating to
     the Securities.

          "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security held by a
     broker-dealer participating in the Exchange Offer that, pursuant to the
     last two sentences of Section 2(a), is included in a prospectus for use in
     connection with resales by such broker-dealer shall be deemed to be a
     Registrable Security with respect to Sections 5 and 8 until resale of such
     Registrable Security has been effected within the 120-day period referred
     to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
     hereof, a Shelf Registration Statement registering such Security under the
     Securities Act has been declared or becomes effective and such Security has
     been sold or otherwise transferred by the holder thereof pursuant to and in
     a manner contemplated by such effective Shelf Registration Statement; (iii)
     such Security is sold pursuant to Rule 144 under circumstances in which any
     legend borne by such Security relating to restrictions on transferability
     thereof, under the Securities Act or otherwise, is removed by the Company
     or pursuant to the Indenture; (iv) such Security is eligible to be sold
     pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
     be outstanding.

          "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

          "Resale Period" shall have the meaning assigned thereto in Section
     2(a) hereof.

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          "Restricted Holder" shall mean (i) a holder that is an affiliate of
     the Company within the meaning of Rule 405, (ii) a holder who acquires
     Exchange Securities outside the ordinary course of such holder's business,
     (iii) a holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

          "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same may be amended from time to time.

          "Securities" shall mean, collectively, the 6.70% Senior Debentures due
     May 1, 2034 of the Company to be issued and sold to the Initial Purchasers,
     and securities issued in exchange therefor or in lieu thereof pursuant to
     the Indenture.

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
     any successor thereto, as the same may be amended from time to time.

          "Shelf Registration" shall have the meaning assigned thereto in
     Section 2(b) hereof.

          "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same may be amended from time to time.

          "Trustee" shall mean The Bank of New York, as successor to Bank One
     Trust Company, National Association, or any successor thereof.

          "Underwritten Offering" shall mean a firm commitment offering of
     Securities by holders through an identified underwriter reasonably
     acceptable to the Company pursuant to a Shelf Registration Statement with
     respect to at least $20 million aggregate principal amount of Securities.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision.

     2.   Registration Under the Securities Act.

          (a)  Except as set forth in Section 2(b) below, the Company agrees to
file under the Securities Act, as soon as practicable, but no later than 90 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration

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statement, the "Exchange Registration Statement," and such offer, the "Exchange
Offer") any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Company, which debt securities are substantially
identical to the Securities (and are entitled to the benefits of a trust
indenture which is substantially identical to the Indenture or is the Indenture
and which has been qualified under the Trust Indenture Act), except that they
have been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for the Additional Interest
contemplated in Section 2(c) below (such new debt securities hereinafter called
"Exchange Securities"). The Company agrees to use its reasonable best efforts to
cause the Exchange Registration Statement to become effective under the
Securities Act as soon as practicable, but no later than 180 days after the
Closing Date. The Exchange Offer will be registered under the Securities Act on
the appropriate form and will comply in all material respects with all
applicable tender offer rules and regulations under the Exchange Act. The
Company further agrees to use its reasonable best efforts to commence and
complete the Exchange Offer promptly after the Effective Time and shall hold the
Exchange Offer open for not less than 20 Business Days and not more than 30
Business Days (unless otherwise required by applicable law) and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.

     The Exchange Offer will be deemed to have been "completed" only if the debt
securities received by holders other than Restricted Holders in the Exchange
Offer for Registrable Securities are, upon receipt, transferable by each such
holder without restriction under the Securities Act and the Exchange Act and
without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America. The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of (i)
the Company having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the Company
having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn before
the expiration of the Exchange Offer, which shall be on a date that is not less
than 20 Business Days and not more than 30 Business Days following the
commencement of the Exchange Offer.

     The Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) to keep such Exchange Registration Statement effective for
a period (the "Resale Period") beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 120th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Sections 5(a), (c), (d)
and (e) hereof.

     The Company agrees, if requested by the Commission, that, prior to
effectiveness of the Exchange Registration Statement, it will provide a
supplemental letter to the Commission (A) stating that the Company is conducting
the Exchange Offer in reliance

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on the position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991); and (B) including a representation that the Company has not entered into
any arrangement or understanding with any person to distribute the New
Securities to be received in the Exchange Offer and that, to the Company's
knowledge, each holder participating in the Exchange Offer is acquiring the New
Securities in the ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the New
Securities.

          (b)  If (i) on or prior to the time the Exchange Offer is completed
there is any change in law or to existing Commission interpretations such that
the Company is not permitted to effect the Exchange Offer as contemplated by
Section 2(a) hereof, (ii) for any other reason the Exchange Registration
Statement is not declared effective within 180 calendar days following the
Closing Date or the Exchange Offer is not consummated within 30 Business Days
after the Exchange Registration Statement is declared effective (provided that,
if the Exchange Registration Statement shall be declared effective after such
180-day period or if the Exchange Offer shall be consummated after such
30-Business Day period, then the Company's obligation under this clause (ii)
arising from the failure of the Exchange Registration Statement to be declared
effective within such 180-day period or the failure of the Exchange Offer to be
consummated within 30 Business Days after the Exchange Registration Statement
becomes effective, respectively, shall terminate), (iii) any Holder is not
eligible to participate in the Exchange Offer or elects to participate in the
Exchange Offer but does not receive freely tradeable Exchange Securities
pursuant to the Exchange Offer or (iv) upon the written request of any of the
Initial Purchasers within 90 days following the consummation of the Exchange
Offer with respect to Registrable Securities that are not permitted to be
exchanged for Exchange Securities in the Exchange Offer or if the Initial
Purchasers do not receive freely tradable Exchange Securities in the Exchange
Offer, then, in the case of each of clauses (i) through (iv), the Company shall,
in lieu of (or, in the case of clauses (iii) and (iv), in addition to)
conducting the Exchange Offer contemplated by Section 2(a), file under the
Securities Act as soon as practicable, but no later than the later of 30 days
after the time such obligation to file arises, a "shelf" registration statement
providing for the registration of, and the sale on a continuous or delayed basis
by the holders of, all of the Registrable Securities, pursuant to Rule 415 or
any similar rule that may be adopted by the Commission (such filing, the "Shelf
Registration" and such registration statement, the "Shelf Registration
Statement").

     The Company agrees to use its reasonable best efforts (x) to cause the
Shelf Registration Statement to become or be declared effective no later than
the later of 90 days after the date on which the Company is required to file
such Shelf Registration Statement as provided in the immediately preceding
paragraph and 180 days after the Closing Date and, subject to Section 2(f), to
keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of the second anniversary of the Effective Time or such
time as there are no longer any Registrable Securities outstanding; provided,
however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, and (y) after

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the Effective Time of the Shelf Registration Statement, promptly upon the
request of any holder of Registrable Securities included therein that is not
then an Electing Holder, to take any action reasonably necessary to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify such
holder as a selling securityholder in the Shelf Registration Statement;
provided, however, that nothing in this clause (y) shall relieve any such holder
of the obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(iii) hereof prior to being named
therein. The Company further agrees to supplement or make amendments to the
Shelf Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment promptly following
its filing with the Commission, but only if such amendment or supplement is not
made available on the Commission's EDGAR System.

          (c)  In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 30
Business Days after the initial effective date of the Exchange Registration
Statement relating to the Exchange Offer (if the Exchange Offer is then required
to be made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded promptly by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Sections 3(d)(ii) and 8(b),
additional interest ("Additional Interest"), in addition to the Base Interest,
shall accrue at a per annum rate of 0.25% until all Registration Defaults have
been cured.

          (d)  The Company shall take all reasonable actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated.

          (e)  Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any

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document incorporated, or deemed to be incorporated, therein by reference as of
such time.

          (f)  During any 365-day period, the Company may suspend the use of the
prospectus forming part of the Shelf Registration Statement or, with respect to
the use in any resales by a holder of Exchange Securities that is a
broker-dealer, the Exchange Registration Statement, for up to four periods not
to exceed 45 consecutive days (other than the consecutive 45-day period
immediately prior to the stated maturity of the Securities) or an aggregate of
90 days in any 12-month period if the Board of Directors of the Company shall
have determined in good faith that because of valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of businesses or assets, availability and preparation
of financial information relative to the Company, any subsidiary or any proposed
acquisition, pending corporate developments and similar events, it is in the
best interests of the Company to suspend such use, and prior to suspending such
use the Company provides the holders with written notice of such suspension,
which notice need not specify the nature of the event giving rise to such
suspension.

     3.   Registration Procedures.

     If the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

          (a)  At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, the Company shall qualify the Indenture
under the Trust Indenture Act.

          (b)  In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.

          (c)  In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

               (i)  prepare and file with the Commission, as soon as practicable
                    but no later than 90 days after the Closing Date, an
                    Exchange Registration Statement on any form which may be
                    utilized by the Company and which shall permit the Exchange
                    Offer and resales of Exchange Securities by broker-dealers
                    during the Resale Period to be effected as contemplated by
                    Section 2(a), and use its reasonable best efforts to cause
                    such Exchange Registration Statement to become effective as
                    soon as practicable thereafter, but no later than 180 days
                    after the Closing Date;

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              (ii)   as soon as practicable prepare and file with the Commission
                     such amendments and supplements to such Exchange
                     Registration Statement and the prospectus included therein
                     as may be necessary to effect and maintain the
                     effectiveness of such Exchange Registration Statement for
                     the periods and purposes contemplated in Section 2(a)
                     hereof and as may be required by the applicable rules and
                     regulations of the Commission and the instructions
                     applicable to the form of such Exchange Registration
                     Statement, and promptly provide each broker-dealer holding
                     Exchange Securities with such number of copies of the
                     prospectus included therein (as then amended or
                     supplemented), as such broker-dealer reasonably may request
                     prior to the expiration of the Resale Period, for use in
                     connection with resales of Exchange Securities;

              (iii)  promptly give written notice to each broker-dealer that has
                     requested or received copies of the prospectus included in
                     such registration statement (A) when such Exchange
                     Registration Statement or the prospectus included therein
                     or any prospectus amendment or supplement or post-effective
                     amendment has been filed, and, with respect to such
                     Exchange Registration Statement or any post-effective
                     amendment, when the same has become effective, (B) of any
                     request by the Commission for amendments or supplements to
                     such Exchange Registration Statement or prospectus or for
                     additional information, (C) of the issuance by the
                     Commission of any stop order suspending the effectiveness
                     of such Exchange Registration Statement, (D) of the receipt
                     by the Company of any notification with respect to the
                     suspension of the qualification of the Exchange Securities
                     for sale in any jurisdiction, or (E) at any time during the
                     Resale Period when a prospectus is required to be delivered
                     under the Securities Act, that such Exchange Registration
                     Statement, prospectus, prospectus amendment or supplement
                     or post-effective amendment does not conform in all
                     material respects to the applicable requirements of the
                     Securities Act and the Trust Indenture Act and the rules
                     and regulations of the Commission thereunder or contains an
                     untrue statement of a material fact or omits to state any
                     material fact required to be stated therein or necessary to
                     make the statements therein, in light of the circumstances
                     in which they were made, not misleading; and promptly give
                     written notice to counsel of the Initial Purchasers (1) of
                     any comments by the Commission (and promptly provide copies
                     thereof) and by the blue sky or securities commissioner or
                     regulator of any

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                    state with respect thereto or any request by the Commission
                    for amendments or supplements to such Exchange Registration
                    Statement or prospectus or for additional information, (2)
                    of the issuance by the Commission of any stop order
                    suspending the effectiveness of such Exchange Registration
                    Statement or the initiation or threatening of any
                    proceedings for that purpose, (3) of the receipt by the
                    Company of any notification with respect to the suspension
                    of the qualification of the Exchange Securities for sale in
                    any jurisdiction or the initiation or threatening of any
                    proceeding for such purpose, or (4) at any time during the
                    Resale Period when a prospectus is required to be delivered
                    under the Securities Act, that such Exchange Registration
                    Statement, prospectus, prospectus amendment or supplement or
                    post-effective amendment does not conform in all material
                    respects to the applicable requirements of the Securities
                    Act and the Trust Indenture Act and the rules and
                    regulations of the Commission thereunder or contains an
                    untrue statement of a material fact or omits to state any
                    material fact required to be stated therein or necessary to
                    make the statements therein, in light of the circumstances
                    in which they were made, not misleading;

               (iv) in the event that the Company would be required, pursuant to
                    Section 3(c)(iii)(E) above, to notify any broker-dealers
                    holding Exchange Securities, subject to Section 2(f), as
                    soon as practicable prepare and furnish to each such holder
                    a reasonable number of copies of a prospectus supplemented
                    or amended so that, as thereafter delivered to purchasers of
                    such Exchange Securities during the Resale Period, such
                    prospectus shall conform in all material respects to the
                    applicable requirements of the Securities Act and the Trust
                    Indenture Act and the rules and regulations of the
                    Commission thereunder and shall not contain an untrue
                    statement of a material fact or omit to state a material
                    fact required to be stated therein or necessary to make the
                    statements therein, in light of the circumstances in which
                    they were made, not misleading;

               (v)  use its reasonable best efforts to obtain the withdrawal of
                    any order suspending the effectiveness of such Exchange
                    Registration Statement or any post-effective amendment
                    thereto at the earliest practicable date;

               (vi) use its reasonable best efforts to (A) register or qualify
                    the Exchange Securities under the securities laws or blue
                    sky laws of such jurisdictions as are contemplated by
                    Section

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                     2(a) no later than the commencement of the Exchange Offer,
                     (B) keep such registrations or qualifications in effect and
                     comply with such laws so as to permit the continuance of
                     offers, sales and dealings therein in such jurisdictions
                     until the expiration of the Resale Period and (C) cooperate
                     with the Initial Purchasers in endeavoring to qualify the
                     Securities for sale under the securities laws of such
                     jurisdictions as the Initial Purchasers may reasonably have
                     designated in writing and will make such applications, file
                     such documents and furnish such information as may be
                     reasonably required for that purpose; provided, however,
                     that the Company shall not be required for any such purpose
                     to (1) qualify as a foreign corporation in any jurisdiction
                     wherein it would not otherwise be required to qualify but
                     for the requirements of this Section 3(c)(vi), (2) consent
                     to general service of process in any such jurisdiction or
                     (3) make any changes to its certificate of incorporation or
                     by-laws or any agreement between it and its stockholders;

              (vii)  use its reasonable best efforts to obtain the consent or
                     approval of each governmental agency or authority, whether
                     federal, state or local, which may be required to effect
                     the Exchange Registration, the Exchange Offer and the
                     offering and sale of Exchange Securities by broker-dealers
                     during the Resale Period;

              (viii) provide a CUSIP number for all Exchange Securities, not
                     later than the applicable Effective Time; and

              (ix)   comply in all material respects with all applicable rules
                     and regulations of the Commission, and make generally
                     available to its securityholders an earning statement of
                     the Company and its subsidiaries complying with Section
                     11(a) of the Securities Act (including, at the option of
                     the Company, Rule 158 thereunder).

          (d)  In connection with the Company's obligations with respect to the
Shelf Registration, if applicable, the Company shall, as soon as practicable (or
as otherwise specified):

              (i)    prepare and file with the Commission, as soon as
                     practicable but in any case within the time periods
                     specified in Section 2(b), a Shelf Registration Statement
                     on any form which may be utilized by the Company and which
                     shall register all of the Registrable Securities for resale
                     by the holders thereof in accordance with such reasonable
                     method

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                     or methods of disposition as may be specified by such of
                     the holders as, from time to time, may be Electing Holders
                     and use its reasonable best efforts to cause such Shelf
                     Registration Statement to become effective as soon as
                     practicable but in any case within the time periods
                     specified in Section 2(b);

              (ii)   mail the Notice and Questionnaire to the holders of
                     Registrable Securities within a reasonable period of time
                     following the date on which the obligation to file a Shelf
                     Registration Statement arose; no holder shall be entitled
                     to be named as a selling securityholder in the Shelf
                     Registration Statement as of the Effective Time, and no
                     holder who was mailed a Notice and Questionnaire shall be
                     entitled to use the prospectus forming a part thereof for
                     resales of Registrable Securities at any time unless, and
                     no holder shall be entitled to Additional Interest until,
                     such holder has returned a completed and signed Notice and
                     Questionnaire to the Company by the deadline for response
                     set forth therein; provided, however, holders of
                     Registrable Securities shall have no less than 20 calendar
                     days from the date on which the Notice and Questionnaire is
                     first mailed to such holders to return a completed and
                     signed Notice and Questionnaire to the Company;

              (iii)  after the Effective Time of the Shelf Registration
                     Statement, upon the request of any holder of Registrable
                     Securities that is not then an Electing Holder, promptly
                     send a Notice and Questionnaire to such holder; provided
                     that the Company shall not be required to take any action
                     to name such holder as a selling securityholder in the
                     Shelf Registration Statement or to enable such holder to
                     use the prospectus forming a part thereof for resales of
                     Registrable Securities until such holder has returned a
                     completed and signed Notice and Questionnaire to the
                     Company;

              (iv)   as soon as practicable prepare and file with the Commission
                     such amendments and supplements to such Shelf Registration
                     Statement and the prospectus included therein as may be
                     necessary to effect and maintain the effectiveness of such
                     Shelf Registration Statement for the period specified in
                     Section 2(b) hereof and as may be required by the
                     applicable rules and regulations of the Commission and the
                     instructions applicable to the form of such Shelf
                     Registration Statement, and promptly furnish to the
                     Electing Holders copies of any such supplement or
                     amendment;

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<PAGE>

              (v)    comply in all material respects with the provisions of the
                     Securities Act with respect to the disposition of all of
                     the Registrable Securities covered by such Shelf
                     Registration Statement in accordance with the reasonable
                     intended methods of disposition by the Electing Holders
                     provided for in such Shelf Registration Statement;

              (vi)   in the event of an Underwritten Offering, provide (A) the
                     Electing Holders, (B) the underwriters (which term, for
                     purposes of this Agreement, shall include a person deemed
                     to be an underwriter within the meaning of Section 2(a)(11)
                     of the Securities Act), if any, thereof, (C) any sales or
                     placement agent therefor, (D) counsel for any such
                     underwriter or agent and (E) not more than one counsel for
                     all the Electing Holders the opportunity to participate in
                     the preparation of such Shelf Registration Statement, each
                     prospectus included therein or filed with the Commission
                     and each amendment or supplement thereto;

              (vii)  in the event of an Underwritten Offering, for a reasonable
                     period prior to the commencement of such Underwritten
                     Offering, and throughout the period specified in Section
                     2(b), make available at reasonable times at the Company's
                     principal place of business or such other reasonable place
                     for inspection by the persons referred to in Section
                     3(d)(vi) who shall certify to the Company that they have a
                     current intention to sell the Registrable Securities
                     pursuant to the Shelf Registration such financial and other
                     information and books and records of the Company, and cause
                     the officers, employees, counsel and independent certified
                     public accountants of the Company to respond to such
                     inquiries, as shall be reasonably necessary, in the
                     judgment of the respective counsel referred to in such
                     Section, to conduct a reasonable investigation within the
                     meaning of Section 11 of the Securities Act; provided,
                     however, that each such party shall be required to maintain
                     in confidence and not to disclose to any other person any
                     information or records reasonably designated by the Company
                     as being confidential, until such time as (A) such
                     information becomes a matter of public record (whether by
                     virtue of its inclusion in such registration statement or
                     otherwise) (other than disclosure by any such person named
                     in Section 3(d)(vi)), (B) such person shall be required so
                     to disclose such information pursuant to a subpoena or
                     order of any court or other governmental agency or body
                     having jurisdiction over the matter (subject to the
                     requirements of such order, and only after such person
                     shall have given the

                                       13

<PAGE>

                     Company prompt prior written notice of such requirement),
                     or (C) subject to Section 2(f), such information is
                     required to be set forth in such Shelf Registration
                     Statement or the prospectus included therein or in an
                     amendment to such Shelf Registration Statement or an
                     amendment or supplement to such prospectus in order that
                     such Shelf Registration Statement, prospectus, amendment or
                     supplement, as the case may be, complies in all material
                     respects with applicable requirements of the federal
                     securities laws and the rules and regulations of the
                     Commission and does not contain an untrue statement of a
                     material fact or omit to state therein a material fact
                     required to be stated therein or necessary to make the
                     statements therein, in light of the circumstances in which
                     they were made, not misleading;

              (viii) promptly notify each of the Electing Holders, and, in any
                     Underwritten Offering, any sales or placement agent
                     therefor and any underwriter thereof (which notification
                     may be made through any managing underwriter that is a
                     representative of such underwriter for such purpose) and
                     confirm such notice in writing upon request, (A) when such
                     Shelf Registration Statement or the prospectus included
                     therein or any prospectus amendment or supplement or
                     post-effective amendment has been filed, and, with respect
                     to such Shelf Registration Statement or any post-effective
                     amendment, when the same has become effective, (B) any
                     request by the Commission for amendments or supplements to
                     such Shelf Registration Statement or prospectus or for
                     additional information, (C) of the issuance by the
                     Commission of any stop order suspending the effectiveness
                     of such Shelf Registration Statement, (D) of the receipt by
                     the Company of any notification with respect to the
                     suspension of the qualification of the Registrable
                     Securities for sale in any jurisdiction, or (E) if at any
                     time when a prospectus is required to be delivered under
                     the Securities Act, that such Shelf Registration Statement,
                     prospectus, prospectus amendment or supplement or
                     post-effective amendment does not conform in all material
                     respects to the applicable requirements of the Securities
                     Act and the Trust Indenture Act and the rules and
                     regulations of the Commission thereunder or contains an
                     untrue statement of a material fact or omits to state any
                     material fact required to be stated therein or necessary to
                     make the statements therein, in light of the circumstances
                     in which they were made, not misleading; and promptly give
                     written notice to counsel of the Initial Purchasers (1) of
                     any comments by

                                       14

<PAGE>

                    the Commission (and promptly provide copies thereof) and by
                    the blue sky or securities commissioner or regulator of any
                    state with respect thereto or any request by the Commission
                    for amendments or supplements to such Shelf Registration
                    Statement or prospectus or for additional information, (2)
                    of the issuance by the Commission of any stop order
                    suspending the effectiveness of such Shelf Registration
                    Statement or the initiation or threatening of any
                    proceedings for that purpose, (3) of the receipt by the
                    Company of any notification with respect to the suspension
                    of the qualification of the Registrable Securities for sale
                    in any jurisdiction or the initiation or threatening of any
                    proceeding for such purpose, or (4) if at any time when a
                    prospectus is required to be delivered under the Securities
                    Act, that such Shelf Registration Statement, prospectus,
                    prospectus amendment or supplement or post-effective
                    amendment does not conform in all material respects to the
                    applicable requirements of the Securities Act and the Trust
                    Indenture Act and the rules and regulations of the
                    Commission thereunder or contains an untrue statement of a
                    material fact or omits to state any material fact required
                    to be stated therein or necessary to make the statements
                    therein, in light of the circumstances in which they were
                    made, not misleading;

               (ix) use its reasonable best efforts to obtain the withdrawal of
                    any order suspending the effectiveness of such registration
                    statement or any post-effective amendment thereto at the
                    earliest practicable date;

               (x)  if requested by any managing underwriter or underwriters or
                    any placement or sales agent in an Underwritten Offering or
                    any Electing Holder, promptly incorporate in a prospectus
                    supplement or post-effective amendment such information as
                    is required by the applicable rules and regulations of the
                    Commission relating to the terms of the sale of such
                    Registrable Securities, including information with respect
                    to the principal amount of Registrable Securities being sold
                    by such Electing Holder or agent or to any underwriters, the
                    name and description of such Electing Holder, agent or
                    underwriter, the offering price of such Registrable
                    Securities and any discount, commission or other
                    compensation payable in respect thereof, the purchase price
                    being paid therefor by such underwriters and with respect to
                    any other material terms of the offering of the Registrable
                    Securities to be sold by such Electing Holder or agent or to
                    such underwriters; and make all

                                       15

<PAGE>

                     required filings of such prospectus supplement or
                     post-effective amendment promptly after notification of the
                     matters to be incorporated in such prospectus supplement or
                     post-effective amendment;

              (xi)   furnish to each Electing Holder and, with respect to an
                     Underwritten Offering, each placement or sales agent, if
                     any, therefor, each underwriter, if any, thereof and the
                     respective counsel referred to in Section 3(d)(vi) a
                     conformed copy of such Shelf Registration Statement, each
                     such amendment and supplement thereto (in each case
                     including, if requested, all exhibits thereto and documents
                     incorporated by reference therein to the extent not
                     available on the Commission's EDGAR system) and the
                     prospectus included in such Shelf Registration Statement
                     (including each preliminary prospectus and any summary
                     prospectus) as such Electing Holder, agent, if any, and
                     underwriter, if any, may reasonably request in order to
                     facilitate the offering and disposition of the Registrable
                     Securities owned by such Electing Holder, and offered or
                     sold by such agent or underwritten by such underwriter in
                     such Underwritten Offering and to permit such Electing
                     Holder, agent and underwriter to satisfy the prospectus
                     delivery requirements of the Securities Act; and the
                     Company hereby consents to the use of such prospectus
                     (including such preliminary and summary prospectus) and any
                     amendment or supplement thereto by each such Electing
                     Holder and by any such agent and underwriter in such
                     Underwritten Offering, in each case in the form most
                     recently provided to such person by the Company, in
                     connection with the offering and sale of the Registrable
                     Securities covered by the prospectus (including such
                     preliminary and summary prospectus) or any supplement or
                     amendment thereto;

              (xii)  use reasonable best efforts to (A) register or qualify the
                     Registrable Securities to be included in such Shelf
                     Registration Statement under such securities laws or blue
                     sky laws of such jurisdictions as any Electing Holder and
                     each placement or sales agent, if any, therefor and
                     underwriter, if any, thereof shall reasonably request, (B)
                     keep such registrations or qualifications in effect and
                     comply with such laws so as to permit the continuance of
                     offers, sales and dealings therein in such jurisdictions
                     during the period the Shelf Registration is required to
                     remain effective under Section 2(b) above and for so long
                     as may be necessary to enable any such Electing Holder,

                                       16

<PAGE>

                     agent or underwriter to complete its distribution of
                     Securities pursuant to such Shelf Registration Statement
                     and (C) take such reasonable actions as may be reasonably
                     necessary or advisable to enable each such Electing Holder,
                     agent, if any, and underwriter, if any, to consummate the
                     disposition in such jurisdictions of such Registrable
                     Securities; provided, however, that the Company shall not
                     be required for any such purpose to (1) qualify as a
                     foreign corporation in any jurisdiction wherein it would
                     not otherwise be required to qualify but for the
                     requirements of this Section 3(d)(xii), (2) consent to
                     general service of process in any such jurisdiction or (3)
                     make any changes to its certificate of incorporation or
                     by-laws or any agreement between it and its stockholders;

              (xiii) use its reasonable best efforts to obtain the consent or
                     approval of each governmental agency or authority, whether
                     federal, state or local, which may be required to effect
                     the Shelf Registration or the offering or sale in
                     connection therewith or to enable the selling holder or
                     holders to offer, or to consummate the disposition of,
                     their Registrable Securities;

              (xiv)  unless any Registrable Securities shall be in book-entry
                     form only, cooperate with the Electing Holders and the
                     managing underwriters of an Underwritten Offering to
                     facilitate the timely preparation and delivery of
                     certificates representing Registrable Securities to be
                     sold, which certificates, if so required by any securities
                     exchange upon which any Registrable Securities are listed,
                     shall be penned, lithographed or engraved, or produced by
                     any combination of such methods, on steel engraved borders,
                     and which certificates shall not bear any restrictive
                     legends; and, in the case of an underwritten offering,
                     enable such Registrable Securities to be in such
                     denominations and registered in such names as the managing
                     underwriters may request at least two business days prior
                     to any sale of the Registrable Securities;

              (xv)   provide a CUSIP number for all Registrable Securities, not
                     later than the applicable Effective Time;

              (xvi)  in the event of an Underwritten Offering, enter into one or
                     more underwriting agreements, engagement letters, agency
                     agreements or similar agreements, as appropriate, including
                     customary provisions relating to indemnification and
                     contribution, and take such other actions in connection

                                       17

<PAGE>

                     therewith as any Electing Holders aggregating at least 50%
                     in aggregate principal amount of the Registrable Securities
                     included therein shall request in order to expedite or
                     facilitate the disposition of such Registrable Securities;

             (xvii)  in the event of an Underwritten Offering and as required by
                     an the agreement referred to in Section 3(d)(xvi) hereof,
                     (A) make such representations and warranties to the
                     Electing Holders and the underwriters thereof in form,
                     substance and scope as are customarily made in connection
                     with an offering of debt securities pursuant to any
                     appropriate underwriting agreement and a registration
                     statement filed on the form applicable to the Shelf
                     Registration; (B) obtain an opinion of counsel to the
                     Company in customary form for such an offering; (C) obtain
                     a "cold comfort" letter or letters from the independent
                     certified public accountants of the Company to be in
                     customary form and covering such matters of the type
                     customarily covered by letters of such type and (D) deliver
                     such documents and certificates, including officers'
                     certificates, as may be reasonably requested and as are
                     customary for such offerings;

             (xviii) notify in writing each holder of Registrable Securities of
                     any amendment or waiver of this Agreement effected pursuant
                     to Section 8(h) hereof, which notices shall contain the
                     text of the amendment or waiver effected or a description
                     thereof;

             (xix)   in the case of an Underwritten Offering, in the event that
                     any broker-dealer registered under the Exchange Act shall
                     underwrite any Registrable Securities or participate as a
                     member of an underwriting syndicate or selling group or
                     "assist in the distribution" (within the meaning of the
                     Conduct Rules (the "Conduct Rules) of the National
                     Association of Securities Dealers, Inc. ("NASD") or any
                     successor thereto, as amended from time to time) thereof,
                     assist such broker-dealer in complying with the
                     requirements of such Conduct Rules; and

             (xx)    comply, in all material respects, with all applicable rules
                     and regulations of the Commission, and make generally
                     available to its securityholders an earning statement of
                     the Company and its subsidiaries complying with Section
                     11(a) of the Securities Act (including, at the option of
                     the Company, Rule 158 thereunder).

                                       18

<PAGE>

          (e)  In the event that the Company would be required, pursuant to
Section 3(d)(viii)(E) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall promptly prepare and furnish to each of the Electing Holders,
to each placement or sales agent, if any, and to each such underwriter, if any,
entitled to such notification a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and shall not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading.

          (f)  Each holder agrees that upon receipt of any notice from the
Company pursuant to Sections 2(f), 3(c)(iii)(E) or 3(d)(viii)(E) hereof, such
holder shall forthwith discontinue the disposition of Registrable Securities or
Exchange Securities, as the case may be, pursuant to the registration applicable
to such Registrable Securities or Exchange Securities, as the case may be, until
such holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such holder shall deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such holder's possession of the prospectus covering such Registrable
Securities or Exchange Securities, as the case may be, at the time of receipt of
such notice.

          (g)  In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, and promptly
to furnish to the Company any additional information required to correct and
update any previously furnished information or required so that such prospectus
shall not contain, with respect to such Electing Holder or the disposition of
such Registrable Securities, an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.

     4.   Registration Expenses.

                                       19

<PAGE>

     The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including reasonable fees and disbursements of counsel
for the placement or sales agent or underwriters in connection with such
registration, filing and review, (b) all reasonable fees and expenses in
connection with the qualification of the Securities for offering and sale under
the State securities and blue sky laws referred to in Section 3(d)(xii) hereof,
provided that the Company shall not be required to (1) qualify as a foreign
corporation, (2) to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a consent
or (3) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders, (c) all reasonable expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the reasonable expenses of preparing the Securities
for delivery and the expenses of printing or producing any underwriting
agreements, agreements among underwriters, selling agreements and all other
documents in connection with the offering, sale or delivery of Securities to be
disposed of (including certificates representing the Securities), (d) reasonable
fees and expenses of the Trustee under the Indenture, any agent of the Trustee
and any counsel for the Trustee and of any collateral agent or custodian, (e)
internal expenses (including all salaries and expenses of the Company's officers
and employees performing legal or accounting duties), (f) reasonable fees,
disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(g) reasonable fees, disbursements and expenses of any "qualified independent
underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) reasonable fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). Notwithstanding
the foregoing, the holders of the Registrable Securities being registered shall
pay all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than the counsel and experts specifically
referred to above.

     5.   Indemnification.

          (a)  Indemnification by the Company. The Company will indemnify and
hold harmless each of the holders of Registrable Securities included in an
Exchange Registration Statement, each of the Electing Holders of Registrable
Securities included in a Shelf Registration Statement and each person who
participates as a placement or sales agent or as an underwriter in any offering
or sale of such Registrable Securities against

                                       20

<PAGE>

any Losses, joint or several, to which such holder, agent or underwriter may
become subject under the Securities Act or otherwise, insofar as such Losses (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Exchange
Registration Statement or Shelf Registration Statement, as the case may be,
under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (with
respect to a prospectus, in light of the circumstances under which they were
made) not misleading, and will reimburse such holder, such Electing Holder, such
agent and such underwriter for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however, that the Company shall not be
liable to any such person in any such case to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.

          (b)  Indemnification by the Holders and any Agents and Underwriters.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities and from each underwriter named
in any such underwriting agreement or placement or sales agent, severally and
not jointly, to (i) indemnify and hold harmless the Company, and all other
holders of Registrable Securities, against any Losses to which the Company or
such other holders of Registrable Securities may become subject, under the
Securities Act or otherwise, insofar as such Losses (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in such registration statement, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such Electing Holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (with respect to a prospectus, in light
of the circumstances under which they were made) not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Electing
Holder, underwriter or agent expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 5(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

                                       21

<PAGE>

          (c)  Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 5, notify such indemnifying party in writing of
the commencement of such action. No indemnification provided for in Section 5(a)
or 5(b) shall be available to any party who shall fail to give notice as
provided in this Section 5(c) if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
materially prejudiced by the failure to give such notice, but the failure to
give such notice shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party for contribution or
otherwise than on account of the provisions of Section 5(a) or 5(b). In case any
such action shall be brought against any indemnified party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. Neither party shall, without the written
consent of the other party, effect the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the other party from all liability arising
out of such action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of the other
party.

          (d)  Contribution. If for any reason the indemnification provisions
contemplated by Section 5(a) or Section 5(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any Losses (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such Losses (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such Losses (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 5(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all

                                       22

<PAGE>

of them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 5(d). The amount paid or payable by an indemnified party as a
result of the Losses (or actions in respect thereof) referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 5(d), no holder
shall be required to contribute any amount in excess of the amount by which the
dollar amount of the proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters'
obligations in this Section 5(d) to contribute shall be several in proportion to
the principal amount of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.

          (e)  The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 5 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.

     6.   Underwritten Offerings.

          (a)  Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an Underwritten
Offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

          (b)  Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any Underwritten Offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved

                                       23

<PAGE>

by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

     7.   Rule 144.

     The Company covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements. Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.

     8.   Miscellaneous.

          (a)  No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Agreement.

          (b)  Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Initial Purchasers and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Initial Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of the
Company under this Agreement in accordance with the terms and conditions of this
Agreement, in any court of the United States or any State thereof having
jurisdiction.

          (c)  Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 3240 Hillview Avenue, Palo Alto, CA 94304, and if to a holder, to the address
of such holder set forth in the security register or

                                       24

<PAGE>

other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

          (d)  Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the parties hereto and the holders from time to time of the
Registrable Securities and the respective successors and assigns of the parties
hereto and such holders. In the event that any transferee of any holder of
Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such transferee shall be entitled to receive the
benefits of, and be conclusively deemed to have agreed to be bound by all of the
applicable terms and provisions of this Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.

          (e)  Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Agreement
or made pursuant hereto shall remain in full force and effect regardless of any
investigation (or statement as to the results thereof) made by or on behalf of
any holder of Registrable Securities, any director, officer or partner of such
holder, any agent or underwriter or any director, officer or partner thereof, or
any controlling person of any of the foregoing, and shall survive delivery of
and payment for the Registrable Securities pursuant to the Purchase Agreement
and the transfer and registration of Registrable Securities by such holder and
the consummation of an Exchange Offer.

          (f)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (g)  Headings. The descriptive headings of the several Sections and
paragraphs of this Agreement are inserted for convenience only, do not
constitute a part of this Agreement and shall not affect in any way the meaning
or interpretation of this Agreement.

          (h)  Entire Agreement; Amendments. This Agreement and the other
writings referred to herein (including the Indenture and the form of Securities)
or delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument
duly executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities

                                       25

<PAGE>

at the time outstanding. Each holder of any Registrable Securities at the time
or thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 8(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is
delivered to such holder.

          (i)  Inspection. For so long as this Agreement shall be in effect,
upon written request to the Company, a copy of this Agreement and a complete
list of the names and addresses of all the holders of Registrable Securities
shall be mailed to any holder of Registrable Securities for proper purposes only
(which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Agreement).

          (j)  Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                                       26

<PAGE>

     If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Initial Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Initial Purchasers the
Company. It is understood that your acceptance of this letter on behalf of each
of the Initial Purchasers is pursuant to the authority set forth in a form of
agreement among the Initial Purchasers, the form of which shall be submitted to
the Company for examination upon request, but without warranty on your part as
to the authority of the signers thereof.

                                        Very truly yours,

                                        CNF INC.

                                        By: ____________________________
                                            Name: Mark C. Thickpenny
                                            Title: Vice President and Treasurer

Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.
MORGAN STANLEY & CO. INCORPORATED,
on behalf of themselves and as representatives
of the Initial Purchasers

BY: CITIGROUP GLOBAL MARKETS INC.

By:_______________________________
Name: Stephen H. Woo
Title: Vice President

                                       27

<PAGE>

                                                                       EXHIBIT A

                                    CNF INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the CNF Inc. (the "Company") 6.70% Senior
Debentures due 2034 (the "Securities") are held. The Company is in the process
of registering the Securities under the Securities Act of 1933 for resale by the
beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed
Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact CNF Inc., 3240
Hillview Avenue, Palo Alto, California 94304, (650) [494-2900].

----------
*Not less than 20 calendar days from date of mailing.

                                      A-1

<PAGE>

                                    CNF INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Registration Rights Agreement") between CNF Inc. (the "Company") and the
Initial Purchasers named therein. Pursuant to the Registration Rights Agreement,
the Company has filed with the United States Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 6.70% Senior
Debentures due 2034 (the "Securities"). A copy of the Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Registration Rights
Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Registration Rights Agreement,
including, without limitation, Section 5 of the Agreement, as if the undersigned
Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                       A-3

<PAGE>

                                  QUESTIONNAIRE

     (1)  (a)  Full Legal Name of Selling Securityholder:
               ________________________________________________________

          (b)  Full Legal Name of Registered Holder (if not the same as in
               (a) above) of Registrable Securities Listed in Item (3) below:
               ________________________________________________________

          (c)  Full Legal Name of DTC Participant (if applicable and if not the
               same as (b) above) Through Which Registrable Securities Listed in
               Item (3) below are Held:
               ________________________________________________________

     (2)  Address for Notices to Selling Securityholder:

                                ________________________________________________
                                ________________________________________________
                                ________________________________________________

          Telephone:            ________________________________________________

          Fax:                  ________________________________________________

          Contact Person:       ________________________________________________

     (3)  Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned
          does not beneficially own any Securities.

          (a)  Principal amount of Registrable Securities beneficially owned:

               _________________________________________________________________

               CUSIP No(s). of such Registrable Securities: ____________________

          (b)  Principal amount of Securities other than Registrable Securities
               beneficially owned:
               _________________________________________________________________
               CUSIP No(s). of such other Securities: __________________________

          (c)  Principal amount of Registrable Securities which the undersigned
               wishes to be included in the Shelf Registration Statement:
               _________________________________________________________________
               CUSIP No(s). of such Registrable Securities to be included in the
               Shelf Registration Statement:____________________________________

                                      A-4

<PAGE>

     (4)  Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any other
          securities of the Company, other than the Securities listed above in
          Item (3).

          State any exceptions here:

     (5)  Relationships with the Company:

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders (5%
          or more) has held any position or office or has had any other material
          relationship with the Company (or its predecessors or affiliates)
          during the past three years.

          State any exceptions here:

     (6)  Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in Item
          (3) only as follows (if at all): Such Registrable Securities may be
          sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to broker-dealers that in turn may sell such securities.

          State any exceptions here:

                                       A-5

<PAGE>

          By signing below, the Selling Securityholder acknowledges that it
          understands its obligation to comply, and agrees that it will comply,
          with the provisions of the Exchange Act and the rules and regulations
          thereunder, particularly Regulation M.

          In the event that the Selling Securityholder transfers all or any
          portion of the Registrable Securities listed in Item (3) above after
          the date on which such information is provided to the Company, the
          Selling Securityholder agrees to notify the transferee(s) at the time
          of the transfer of its rights and obligations under this Notice and
          Questionnaire and the Agreement.

          By signing below, the Selling Securityholder consents to the
          disclosure of the information contained herein in its answers to Items
          (1) through (6) above and the inclusion of such information in the
          Shelf Registration Statement and related Prospectus. The Selling
          Securityholder understands that such information will be relied upon
          by the Company in connection with the preparation of the Shelf
          Registration Statement and related Prospectus.

          In accordance with the Selling Securityholder's obligation under
          Section 3(d) of the Agreement to provide such information as may be
          required by law for inclusion in the Shelf Registration Statement, the
          Selling Securityholder agrees to promptly notify the Company of any
          inaccuracies or changes in the information provided herein which may
          occur subsequent to the date hereof at any time while the Shelf
          Registration Statement remains in effect. All notices hereunder and
          pursuant to the Agreement shall be made in writing, by hand-delivery,
          first-class mail, or air courier guaranteeing overnight delivery as
          follows:

               (i)  To the Company:

                                       Eberhard G. H. Schmoller,
                                       Senior Vice President and General Counsel
                                       CNF Inc.
                                       3240 Hillview Avenue
                                       Palo Alto, California 94304

               (ii) With a copy to:

                                       Gregg A. Noel
                                       Skadden, Arps, Slate, Meagher & Flom LLP
                                       300 South Grand Avenue, Suite 3400
                                       Los Angeles, California 90071

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect

                                       A-6

<PAGE>

to the Registrable Securities beneficially owned by such Selling Securityholder
and listed in Item (3) above. This Agreement shall be governed in all respects
by the laws of the State of New York.

                                       A-7

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_______________

      _______________________________________________________________________
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)

      By:______________________________________________________
      Name:
      Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                Gregg A. Noel
                                Skadden, Arps, Slate, Meagher & Flom LLP
                                300 South Grand Avenue, Suite 3400
                                Los Angeles, California 90071

                                       A-8

<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[_________________]
CNF Inc.
c/o [_______________]
[Address of [__________]]

Attention: Trust Officer

         Re: CNF Inc. (the "Company")
               % Senior Debentures due

Dear Ladies and Gentlemen:

Please be advised that ________________ has transferred $____________ aggregate
principal amount of the above-referenced Debentures pursuant to an effective
Registration Statement on Form [______] (File No. 333-_________) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Debentures is named as a "Selling Holder" in the
Prospectus dated ___________ or in supplements thereto, and that the aggregate
principal amount of the Debentures transferred are the Debentures listed in such
Prospectus opposite such owner's name.

Dated:

                                        Very truly yours,

                                        ________________________________________
                                        (Name)

                                        By:_____________________________________
                                        (Authorized Signature)