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                                                                     EXHIBIT 4.2

                                    CNF INC.

                          SUPPLEMENTAL INDENTURE NO. 1

                                  $300,000,000

                        6.70% Senior Debentures due 2034

      THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of April 30, 2004 (the
"Supplemental Indenture"), between CNF INC. (formerly known as CNF
Transportation Inc.), a Delaware corporation (the "Company"), and The Bank of
New York, a New York banking corporation, as successor to Bank One Trust
Company, National Association, as trustee (the "Trustee").

                            RECITALS OF THE COMPANY:

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of March 8, 2000 (the "Base Indenture" and, as
supplemented by this Supplemental Indenture, the "Indenture"), providing for the
issuance from time to time of one or more series of Securities;

      WHEREAS, Section 901(4) of the Indenture provides that the Company and the
Trustee may enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as permitted by Sections 201 and
301 of the Indenture; and

      WHEREAS, all the conditions and requirements necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid and binding
agreement in accordance with its terms and for the purposes herein expressed,
have been performed and fulfilled.

             NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

      For and in consideration of the premises and the issuance of the series of
Securities provided for herein, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the Holders of the
Securities of such series as follows:

                                  ARTICLE One

            RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION

      SECTION 1.1 Relation to Indenture. This Supplemental Indenture constitutes
an integral part of the Indenture. This Supplemental Indenture shall only apply
to the series of Securities issued pursuant hereto and shall not apply to any
other series of securities issued pursuant to the Base Indenture.

      SECTION 1.2 Definitions. For all purposes of this Supplemental Indenture,
the following terms shall have the respective meanings set forth in this
Section.

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            "Additional Interest" has the meaning set forth in Section 2(c) of
      the Registration Agreement.

            "Additional Securities" has the meaning set forth in Section 2.1(b)
      hereof.

            "Applicable Procedures" means, with respect to any transfer or
      transaction involving a Regulation S Global Security or beneficial
      interest therein, the rules and procedures of the Depositary for such
      Regulation S Global Security, to the extent applicable to such transaction
      and as in effect from time to time.

            "Clearstream" means Clearstream Banking, societe anonyme,
      Luxembourg, or its successors, as operator of the Clearstream System.

            "Definitive Security" means a certificated Security that does not
      include the Global Securities Legend.

            "Depositary" means The Depository Trust Company, its nominees and
      their respective successors.

            "Euroclear" means Euroclear Bank S.A./N.V., or its successors, as
      operator of the Euroclear System.

            "Exchange Securities" means the 6.70% Series B Senior Debentures due
      May 1, 2034, identical in all respects to the Initial Securities, except
      for references to series and not containing the Restricted Securities
      Legend.

            "Global Securities" has the meaning set forth in Section 2.2(b)
      hereof.

            "Global Securities Legend" means the legend set forth under that
      caption in Exhibit A to this Supplemental Indenture.

            "IAI" means an institutional "accredited investor" as described in
      Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is not a
      QIB.

            "IAI Global Securities" has the meaning set forth in Section 2.2(b).

            "IAI Securities" means all Initial Securities held by an IAI.

            "Initial Purchasers" means Citigroup Global Markets Inc., Morgan
      Stanley & Co. Incorporated, ABN AMRO Incorporated, Banc of America
      Securities LLC, J.P. Morgan Securities Inc. and PNC Capital Markets, Inc.

            "Initial Securities" means the 6.70% Series A Senior Debentures due
      May 1, 2034, issued under the Indenture, that contain the Restricted
      Securities Legend.

            "Original Issue Date" of any Security (or portion thereof) means the
      date of first issuance of such Security under the Indenture.

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            "Participant" means members of, or participants in, the Depositary,
      Euroclear, Clearstream, as applicable, and, with respect to The Depository
      Trust Company, shall include Euroclear and Clearstream.

            "Private Exchange" means an offer by the Company, pursuant to the
      Registration Agreement, to issue and deliver to certain purchasers, in
      exchange for the Initial Securities held by such purchasers as part of
      their initial distribution, a like aggregate principal amount of Private
      Exchange Securities.

            "Private Exchange Securities" means the 6.70% Series C Senior
      Debentures due May 1, 2034, identical in all respects to the Initial
      Securities, except for references to series, issued in exchange for
      Initial Securities pursuant to the Indenture in connection with the
      Private Exchange pursuant to the Registration Agreement.

            "Purchase Agreement" means the Purchase Agreement dated April 27,
      2004, between the Company and the Initial Purchasers.

            "QIB" means a "qualified institutional buyer" as defined in Rule
      144A.

            "Registered Exchange Offer" means the offer by the Company, pursuant
      to the Registration Agreement, to certain Holders of Initial Securities,
      to issue and deliver to such Holders, in exchange for their Initial
      Securities, a like aggregate principal amount of Exchange Securities
      registered under the Securities Act.

            "Registration Agreement" means the Exchange and Registration Rights
      Agreement, dated April 30, 2004, between the Company and the Initial
      Purchasers.

            "Registration Default" has the meaning set forth in Section 2(c) of
      the Registration Agreement.

            "Regulation S" means Regulation S under the Securities Act.

            "Regulation S Global Security" has the meaning set forth in Section
      2.2(b) hereof.

            "Regulation S Securities" means all Initial Securities offered and
      sold outside the United States in reliance on Regulation S.

            "Restricted Period" with respect to any Securities means the period
      of 40 consecutive days beginning on and including the later of (i) the day
      on which such Securities are first offered to persons other than
      distributors (as defined in Regulation S under the Securities Act) in
      reliance on Regulation S and (ii) the Original Issue Date with respect to
      such Securities.

            "Restricted Securities Legend" means the legend set forth in Section
      2.3(e)(i) hereof.

            "Rule 144A" means Rule 144A under the Securities Act.

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            "Rule 144A Global Security" has the meaning set forth in Section
      2.2(b) hereof.

            "Rule 144A Securities" means all Initial Securities offered and sold
      to QIBs in reliance on Rule 144A.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Securities" means the Initial Securities, the Exchange Securities,
      the Additional Securities and the Private Exchange Securities; provided,
      however, that the Initial Securities, the Exchange Securities, the
      Additional Securities, if any, and the Private Exchange Securities, if
      any, shall be treated as one series for all purposes under the Indenture.

            "Securities Custodian" means the custodian with respect to a Global
      Security (as appointed by the Depositary) or any successor person thereto,
      who initially will be the Trustee.

            "Shelf Registration Statement" means a registration statement filed
      by the Company in connection with the offer and sale of the Initial
      Securities or Private Exchange Securities pursuant to Section 2(b) of the
      Registration Agreement.

            "Transfer Restricted Securities" means any Definitive Securities and
      any other Securities that bear or are required to bear the Restricted
      Securities Legend.

      SECTION 1.3 Rules of Construction. For all purposes of this Supplemental
Indenture:

      (a) capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture;

      (b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture;

      (c) the terms "herein," "hereof,' "hereunder" and other words of similar
import refer to this Supplemental Indenture; and

      (d) in the event of a conflict with the terms or definitions in the Base
Indenture, the terms and definitions in this Supplemental Indenture shall
control.

                                  ARTICLE TWO

                             TERMS OF THE SECURITIES

      SECTION 2.1 Establishment of Terms of the Securities. There is hereby
established a series of Securities of the Company for issuance under the
Indenture. The Securities shall have the terms set forth in the Base Indenture,
as modified by the terms set forth in this Article Two of this Supplemental
Indenture.

      (a) Title of the series of Securities: 6.70% Senior Debentures due May 1,
2034.

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      (b) The Securities will be initially issued in an aggregate principal
amount of $300,000,000 (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Sections 304, 305, 306 and 905 of the Base Indenture and Section 2.3
hereof of the Supplemental Indenture or pursuant to and in accordance with the
terms of the Registration Agreement); provided, that the Company may, without
the consent of holders of the then outstanding Securities, issue additional
Securities having the same ranking and the same interest rate, maturity and
other terms as the Securities, which additional Securities will constitute a
single series of Securities under the Indenture (any such Securities, the
"Additional Securities").

      (c) The Securities shall be issued only as Registered Securities.

      (d) The Securities shall be issued only in global form, except as
otherwise expressly provided in the Indenture.

      (e) The Securities are not subject to any mandatory redemption or
repurchase by the Company or any sinking fund.

      (f) The Securities are redeemable at the option of the Company in the
manner and on the terms set forth in the Indenture and Sections 2 and 3 of the
Securities.

      (g) The Securities are not convertible into or exchangeable for common
stock or other securities of the Company.

      (h) The amount of payments or principal of or premium, if any, with
respect to the Securities shall not be determined with reference to an index,
formula or other method.

      (i) The Company will not pay Additional Amounts on the Securities.

      SECTION 2.2 Form and Dating of the Securities.

      (a) General. The Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Security shall be dated the date of its
authentication.

      The terms and provisions contained in the Securities set forth in Exhibit
A shall constitute, and are hereby expressly made, a part of this Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of
this Supplemental Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Security conflicts
with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.

      The Initial Securities issued on the date hereof will be (i) offered and
sold by the Company pursuant to the Purchase Agreement and (ii) resold by the
Initial Purchasers initially only to (A) QIBs in reliance on Rule 144A and (B)
Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S. Such Initial Securities may thereafter be

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transferred to, among others, QIBs, purchasers in reliance on Regulation S and,
except as set forth below, IAIs in accordance with Rule 501.

      The Company hereby designates The Depository Trust Company as the initial
Depositary for the Global Securities.

      (b) Global Securities with Restricted Securities Legend. The Rule 144A
Securities shall be issued initially in the form of one or more permanent global
Securities in definitive, fully registered form (collectively, the "Rule 144A
Global Security") and the Regulation S Securities shall be issued initially in
the form of one or more global Securities (collectively, the "Regulation S
Global Security"), in each case without interest coupons and bearing the Global
Securities Legend and the Restricted Securities Legend, which shall be deposited
on behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in the Indenture. One or more global securities in definitive, fully
registered form without interest coupons and bearing the Global Securities
Legend and the Restricted Securities Legend (collectively, the "IAI Global
Security") shall also be issued on the date of this Supplemental Indenture,
deposited with the Securities Custodian, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as provided in the Indenture to accommodate
transfers of beneficial interests in the Securities to IAIs subsequent to the
initial distribution. Beneficial ownership interests in the Regulation S Global
Security shall not be exchangeable for interests in the Rule 144A Global
Security, the IAI Global Security or any other Security without a Restricted
Securities Legend until the expiration of the Restricted Period. The Rule 144A
Global Security, the IAI Global Security and the Regulation S Global Security
are each referred to herein as a "Global Security" and are collectively referred
to herein as "Global Securities." The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

      (c) Book-Entry Provisions for Securities with Restricted Securities
Legend. This Section 2.2(c) shall apply only to a Global Security deposited with
or on behalf of the Depositary. The Company shall execute and the Trustee shall,
in accordance with this Section 2.2(c) and pursuant to an order of the Company,
authenticate and deliver initially one or more Global Securities that (i) shall
be registered in the name of the Depositary for such Global Security or Global
Securities or the nominee of such Depositary and (ii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions or held
by the Securities Custodian.

      Participants shall have no rights under the Indenture with respect to any
Global Security held on their behalf by the Depositary or by the Securities
Custodian or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the
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Depositary and its Participants, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

      (d) Definitive Securities with Restricted Securities Legend. Except as
provided in Section 2.4, owners of beneficial interests in Global Securities
will not be entitled to receive physical delivery of Definitive Securities.

      SECTION 2.3 Transfer and Exchange. The provisions of this Section 2.3
shall apply only to transfer restricted Securities. All other transfers and
exchanges shall be governed by Section 305 of the Base Indenture.

      (a) Transfer and Exchange of Definitive Securities. When Definitive
Securities with Restricted Securities Legend are presented to the Registrar with
a request:

            (i) to register the transfer of such Definitive Securities; or

            (ii) to exchange such Definitive Securities for an equal principal
      amount of Definitive Securities of other authorized denominations, the
      Registrar shall register the transfer or make the exchange as requested if
      its reasonable requirements for such transaction are met; provided,
      however, that the Definitive Securities surrendered for transfer or
      exchange:

                  (A) shall be duly endorsed or accompanied by a written
            instrument of transfer in form reasonably satisfactory to the
            Company and the Registrar, duly executed by the Holder thereof or
            his attorney duly authorized in writing; and

                  (B) are accompanied by the following additional information
            and documents, as applicable:

                        (1) if such Definitive Securities are being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect (in the form set forth on the reverse side of the
                  Initial Security); or

                        (2) if such Definitive Securities are being transferred
                  to the Company, a certification to that effect (in the form
                  set forth on the reverse side of the Initial Security); and

                  (C) if such Definitive Securities are being transferred
            pursuant to an exemption from registration in accordance with Rule
            144 under the Securities Act or in reliance upon another exemption
            from the registration requirements of the Securities Act, (i) a
            certification to that effect (in the form set forth on the reverse
            side of the Security) and (ii) if the Company so requests, an
            opinion of counsel or other evidence reasonably satisfactory to it
            as to the compliance with the restrictions set forth in the legend
            set forth in Section 2.3(e)(i).

      (b) Restrictions on Transfer of a Definitive Security for a Beneficial
Interest in a Global Security. A Definitive Security with a Restricted
Securities Legend may not be

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exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

            (i) certification (in the form set forth on the reverse side of the
      Initial Security) that such Definitive Security is being transferred (A)
      to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to
      the Trustee a signed letter substantially in the form of Exhibit B, (C)
      outside the United States in an offshore transaction within the meaning of
      Regulation S and in compliance with Rule 904 under the Securities Act or
      (D) pursuant to registration under the Securities Act; and

            (ii) written instructions directing the Trustee to make, or to
      direct the Securities Custodian to make, an adjustment on its books and
      records with respect to such Global Security to reflect an increase in the
      aggregate principal amount of the Securities represented by the Global
      Security, such instructions to contain information regarding the
      Depositary account to be credited with such increase, then the Trustee
      shall cancel such Definitive Security and cause, or direct the Securities
      Custodian to cause, in accordance with the standing instructions and
      procedures existing between the Depositary and the Securities Custodian,
      the aggregate principal amount of Securities represented by the Global
      Security to be increased by the aggregate principal amount of the
      Definitive Security to be exchanged and shall credit or cause to be
      credited to the account of the Person specified in such instructions a
      beneficial interest in the Global Security equal to the principal amount
      of the Definitive Security so canceled. If no Global Securities are then
      outstanding and the Global Security has not been previously exchanged for
      certificated securities pursuant to Section 2.4, the Company shall issue
      and the Trustee shall authenticate, upon written order of the Company in
      the form of an Officers' Certificate, a new Global Security in the
      appropriate principal amount.

      (c) Transfer and Exchange of Global Securities.

            (i) The transfer and exchange of Global Securities or beneficial
      interests therein shall be effected through the Depositary, in accordance
      with the Indenture (including applicable restrictions on transfer set
      forth herein, if any) and the procedures of the Depositary therefor. A
      transferor of a beneficial interest in a Global Security shall deliver a
      written order given in accordance with the Depositary's procedures
      containing information regarding the Participant account of the Depositary
      to be credited with a beneficial interest in such Global Security or
      another Global Security and such account shall be credited in accordance
      with such order with a beneficial interest in the applicable Global
      Security and the account of the Person making the transfer shall be
      debited by an amount equal to the beneficial interest in the Global
      Security being transferred. Transfers by an owner of a beneficial interest
      in a Rule 144A Global Security or an IAI Global Security to a transferee
      who takes delivery of such interest through a Regulation S Global
      Security, whether before or after the expiration of the Restricted Period,
      shall be made only upon receipt by the Trustee of a certification from the
      transferor to the effect that such transfer is being made in accordance
      with Regulation S or (if available) Rule 144 under the Securities Act and
      that, if such transfer is being made prior to the expiration of

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      the Restricted Period, the interest transferred shall be held immediately
      thereafter through Euroclear or Clearstream. In the case of a transfer of
      a beneficial interest in either a Regulation S Global Security or a Rule
      144A Global Security for an interest in an IAI Global Security, the
      transferee must furnish a signed letter substantially in the form of
      Exhibit B to the Trustee.

            (ii) If the proposed transfer is a transfer of a beneficial interest
      in one Global Security to a beneficial interest in another Global
      Security, the Registrar shall reflect on its books and records the date
      and an increase in the principal amount of the Global Security to which
      such interest is being transferred in an amount equal to the principal
      amount of the interest to be so transferred, and the Registrar shall
      reflect on its books and records the date and a corresponding decrease in
      the principal amount of Global Security from which such interest is being
      transferred.

            (iii) Notwithstanding any other provisions of this Supplemental
      Indenture (other than the provisions set forth in Section 2.4), a Global
      Security may not be transferred as a whole except by the Depositary to a
      nominee of the Depositary or by a nominee of the Depositary to the
      Depositary or another nominee of the Depositary or by the Depositary or
      any such nominee to a successor Depositary or a nominee of such successor
      Depositary.

            (iv) In the event that a Global Security is exchanged for Definitive
      Securities pursuant to Section 2.4 prior to the consummation of the
      Registered Exchange Offer or the effectiveness of the Shelf Registration
      Statement with respect to such Securities, such Securities may be
      exchanged only in accordance with such procedures as are substantially
      consistent with the provisions of this Section 2.3 (including the
      certification requirements set forth on the reverse of the Initial
      Securities intended to ensure that such transfers comply with Rule 144A,
      Regulation S or such other applicable exemption from registration under
      the Securities Act, as the case may be) and such other procedures as may
      from time to time be adopted by the Company.

      (d) Restrictions on Transfer of Regulation S Global Security.

            (i) Prior to the expiration of the Restricted Period, interests in a
      Regulation S Global Security may only be held through Euroclear or
      Clearstream. During the Restricted Period, beneficial ownership interests
      in a Regulation S Global Security may only be sold, pledged or transferred
      through Euroclear or Clearstream in accordance with the Applicable
      Procedures and only (A) to the Company, (B) so long as such security is
      eligible for resale pursuant to Rule 144A, to a person whom the selling
      holder reasonably believes is a QIB that purchases for its own account or
      for the account of a QIB to whom notice is given that the resale, pledge
      or transfer is being made in reliance on Rule 144A, (C) in an offshore
      transaction in accordance with Regulation S, (D) pursuant to an exemption
      from registration under the Securities Act provided by Rule 144 (if
      applicable) under the Securities Act, (E) to an IAI purchasing for its own
      account, or for the account of such an IAI, in a minimum principal amount
      of Securities of $250,000 or (F) pursuant to an effective registration
      statement under the Securities Act, in each case in accordance with any
      applicable securities laws of any state of the United States. Prior to the

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      expiration of the Restricted Period, transfers by an owner of a beneficial
      interest in a Regulation S Global Security to a transferee who takes
      delivery of such interest through a Rule 144A Global Security or a IAI
      Global Security shall be made only in accordance with the Applicable
      Procedures and upon receipt by the Trustee of a written certification from
      the transferor of the beneficial interest in the form provided on the
      reverse of the Initial Security to the effect that such transfer is being
      made to (i) a person whom the transferor reasonably believes is a QIB
      within the meaning of Rule 144A in a transaction meeting the requirements
      of Rule 144A or (ii) an IAI purchasing for its own account, or for the
      account of such an IAI, in a minimum principal amount of the Securities of
      $250,000. Such written certification shall no longer be required after the
      expiration of the Restricted Period. In the case of a transfer of a
      beneficial interest in a Regulation S Global Security for an interest in a
      IAI Global Security, the transferee must furnish a signed letter
      substantially in the form of Exhibit B to the Trustee.

            (ii) Upon the expiration of the Restricted Period, beneficial
      ownership interests in a Regulation S Global Security shall be
      transferable in accordance with applicable law and the other terms of the
      Indenture.

      (e) Legends for Securities

            (i) Except as permitted by the following paragraphs (ii), (iii),
      (iv) or (vi), each Security certificate evidencing the Global Securities
      and the Definitive Securities (and all Securities issued in exchange
      therefor or in substitution thereof) shall bear a legend in substantially
      the following form (each defined term in the legend being defined as such
      for purposes of the legend only):

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
            ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
            INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
            TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
            ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
            FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

            THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
            OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
            (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER
            THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
            WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
            OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
            (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
            HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
            LONG

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            AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
            A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
            AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
            ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
            BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
            RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
            OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
            THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
            FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
            THE RIGHT OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER,
            SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE
            DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
            INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
            REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
            TERMINATION DATE.

      Each Security evidencing a Global Security offered and sold to QIBs
      pursuant to Rule 144A shall bear a legend in substantially the following
      form:

            EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
            OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
            OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      Each Definitive Security shall bear the following additional legend:

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
            REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
            AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
            TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

            (ii) Upon any sale or transfer of a Transfer Restricted Security
      that is a Definitive Security, the Registrar shall permit the Holder
      thereof to exchange such Transfer Restricted Security for a Definitive
      Security that does not bear the legends set forth above and rescind any
      restriction on the transfer of such Transfer Restricted Security if the
      Holder certifies in writing to the Registrar that its request for such
      exchange was made in reliance on Rule 144 (such certification to be in the
      form set forth on the reverse of the Initial Security).

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            (iii) After a transfer of any Initial Securities or Private Exchange
      Securities during the period of the effectiveness of a Shelf Registration
      Statement with respect to such Initial Securities or Private Exchange
      Securities, as the case may be, all requirements pertaining to the
      Restricted Securities Legend on such Initial Securities or such Private
      Exchange Securities shall cease to apply; provided, however, that the
      requirements that any such Initial Securities or such Private Exchange
      Securities be issued in global form shall continue to apply.

            (iv) Upon the consummation of a Registered Exchange Offer with
      respect to the Initial Securities pursuant to which Holders of such
      Initial Securities are offered Exchange Securities in exchange for their
      Initial Securities, all requirements pertaining to Initial Securities that
      Initial Securities be issued in global form shall continue to apply, and
      Exchange Securities in global form without the Restricted Securities
      Legend shall be available to Holders that exchange such Initial Securities
      in such Registered Exchange Offer.

            (v) Upon the consummation of a Private Exchange with respect to the
      Initial Securities pursuant to which Holders of such Initial Securities
      are offered Private Exchange Securities in exchange for their Initial
      Securities, all requirements pertaining to such Initial Securities that
      Initial Securities be issued in global form shall continue to apply, and
      Private Exchange Securities in global form with the Restricted Securities
      Legend shall be available to Holders that exchange such Initial Securities
      in such Private Exchange.

            (vi) Upon a sale or transfer after the expiration of the Restricted
      Period of any Initial Security acquired pursuant to Regulation S, all
      requirements that such Initial Security bear the Restricted Securities
      Legend shall cease to apply and the requirements requiring any such
      Initial Security be issued in global form shall continue to apply.

      (f) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

      (g) Obligations with Respect to Transfers and Exchanges of Securities.

            (i) To permit registrations of transfers and exchanges in accordance
      with the terms of the Indenture, the Company shall execute and the Trustee
      shall authenticate, Definitive Securities and Global Securities at the
      Registrar's request.

                                      -12-
<PAGE>

            (ii) All Securities issued upon any transfer or exchange pursuant to
      the terms of the Indenture shall evidence the same debt and shall be
      entitled to the same benefits under the Indenture as the Securities
      surrendered upon such transfer or exchange.

      (h) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
      beneficial owner of a Global Security, a member of, or a Participant in
      the Depositary or any other Person with respect to the accuracy of the
      records of the Depositary or its nominee or of any Participant or member
      thereof, with respect to any ownership interest in the Securities or with
      respect to the delivery to any participant, member, beneficial owner or
      other Person (other than the Depositary) of any notice (including any
      notice of redemption or repurchase) or the payment of any amount, under or
      with respect to such Securities. All notices and communications to be
      given to the Holders and all payments to be made to Holders under the
      Securities shall be given or made only to the registered Holders (which
      shall be the Depositary or its nominee in the case of a Global Security).
      The rights of beneficial owners in any Global Security shall be exercised
      only through the Depositary subject to the applicable rules and procedures
      of the Depositary. The Trustee may rely and shall be fully protected in
      relying upon information furnished by the Depositary with respect to its
      members, participants and any beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under the Indenture or under applicable law with respect to any
      transfer of any interest in any Security (including any transfers between
      or among Depositary participants, members or beneficial owners in any
      Global Security) other than to require delivery of such certificates and
      other documentation or evidence as are expressly required by, and to do so
      if and when expressly required by, the terms of the Indenture, and to
      examine the same to determine substantial compliance as to form with the
      express requirements hereof.

      SECTION 2.4 Definitive Securities.

      (a) A Global Security deposited with the Depositary or with the Trustee as
Securities Custodian pursuant to Section 2.2 shall be transferred to the
beneficial owners thereof in the form of Definitive Securities in an aggregate
principal amount equal to the principal amount of such Global Security, in
exchange for such Global Security, only if such transfer complies with Section
2.3 and (i) the Company notifies the Trustee that the Depositary is no longer
willing or able to act as a depositary or clearing system for the Securities or
the Depositary ceases to be a "clearing agency" registered under the Exchange
Act, and a successor depositary or clearing system is not appointed by the
Company within 90 days of such notice or cessation, (ii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Securities under the Indenture, or (iii) upon the
occurrence and continuation of an Event of Default.

      (b) Any Global Security that is transferable to the beneficial owners
thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to
the Trustee, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver,

                                      -13-
<PAGE>

upon such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section 2.4 shall be
executed, authenticated and delivered only in denominations of $1,000 of
principal amount and any integral multiple thereof and registered in such names
as the Depositary shall direct. Any certificated Initial Security in the form of
a Definitive Security delivered in exchange for an interest in the Global
Security shall, except as otherwise provided by Section 2.3, bear the Restricted
Securities Legend.

      (c) The registered Holder of a Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under the Indenture or the Securities.

      (d) In the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to
the Trustee a reasonable supply of Definitive Securities in fully registered
form without interest coupons.

      SECTION 2.5 Certain Events of Default. If any Event of Default with
respect to the Company specified in clauses (6) and (7) of Section 501 of the
Indenture occurs, all the principal of and accrued and unpaid interest on the
Securities then outstanding shall become automatically due and payable without
any declaration or other act on the part of the Trustee or any Holder of
Securities.

                                 ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

      SECTION 3.1 Ratification. The Base Indenture, as supplemented by this
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.

      SECTION 3.2 Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.

      SECTION 3.3 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

      SECTION 3.4 Trustee. The Trustee shall not be responsible for or in
respect of the validity or sufficiency of this Supplemental Indenture, except
with respect to the execution hereof, nor shall the Trustee be responsible for
or in respect of the recitals contained herein.

                            [signature page follows]

                                      -14-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed as of the day and year first above written.

                                         CNF INC.

                                         By:____________________________________
                                         Name:
                                         Title:

                                         THE BANK OF NEW YORK,
                                         as Trustee

                                         By:____________________________________
                                         Name:
                                         Title:

                                      -15-
<PAGE>

                         EXHIBIT A -- Form of Debenture

                                    CNF INC.

        6.70% [Series A] [Series B] [Series C] Senior Debenture due 2034

                    [global securities legend, as applicable]

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

No. [____]                                                      U.S.$[_________]
                                                             CUSIP No.: [______]
                                                               ISIN No.:[______]

      CNF Inc., a corporation duly organized and existing under the laws of
Delaware (herein called the "Company," which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum set
forth above or such other principal sum on the Schedule attached hereto (which
shall not exceed U.S.$300,000,000) on May 1, 2034, and to pay interest thereon
from April 30, 2004 or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually on May 1 and November
1 in each year, commencing November 1, 2004, at the rate of 6.70% per annum,
until the principal hereof is paid or made available for payment; provided,
however, that Additional Interest shall accrue on the Securities as provided in
the Registration Agreement if there is a Registration Default (as defined in the
Registration Agreement).

      The Company shall notify the Trustee within three Business Days after the
occurrence of a Registration Default, and Additional Interest shall be paid by
depositing with the Trustee, in trust for the benefit of the Holders entitled to
receive the Additional Interest, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder entitled to receive the interest
payment to be paid on such date as set forth in the Indenture.

      The interest (and Additional Interest, if any) so payable, and punctually
paid or duly provided for, on any interest payment date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or any predecessor
thereto) is registered at the close of business on the regular record date for
such interest, which shall be the April 15 or October 15

                                      A-1
<PAGE>

(whether or not a Business Day), as the case may be, next preceding such
interest payment date. Any such interest (and Additional Interest, if any) not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such regular record date and may either be paid to the Person in
whose name this Security (or any predecessor thereto) is registered at the close
of business on a special record date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such special record
date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

      Payment of the principal of (and premium, if any) and interest (and
Additional Interest, if any) on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire
instructions at least five Business Days prior to the applicable Interest
Payment Date.

      Any payment required to be made in respect of the Securities on a date
that is not a Business Day may be made on the next succeeding Business Day with
the same force and effect as if made on that date. No additional interest shall
accrue as a result of a delayed payment.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                        [Signatures appear on next page]

                                      A-2
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                         CNF INC.

                                         By:____________________________________
                                            Name:
                                            Title:

                                         By:____________________________________
                                            Name:
                                            Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.

Dated: April __, 2004                    THE BANK OF NEW YORK,
                                         as Trustee

                                         By:____________________________________
                                                  Authorized Signatory

                                      A-3
<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                         6.70% Senior Debenture due 2034

      Section 1. Indenture

      The Company issued the Securities under an Indenture, dated as of March 8,
2000, between the Company and The Bank of New York (as successor to Bank One
Trust Company, National Association), as the Trustee, and Supplemental Indenture
No. 1 thereto, dated as of April 30, 2004 (collectively, the "Indenture"). The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), as in effect on the date of the Indenture.
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all terms and provisions
of the Indenture, and Securityholders are referred to the Indenture and the
Trust Indenture Act for a statement of such terms and provisions.

      The Securities are unsecured obligations of the Company initially limited
to $300,000,000 aggregate principal amount at any one time outstanding. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities and
Private Exchange Securities issued in exchange for Initial Securities. The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are treated as a single class of securities under the Indenture.

      Section 2. Optional Redemption

      The Securities may be redeemed at the option of the Company, in whole or
in part, at any time or from time to time. The redemption price for the
Securities to be redeemed on any redemption date will be equal to the greater
of: (i) 100% of the principal amount of the Securities being redeemed on the
redemption date; or (ii) the sum of the present values of the remaining
scheduled payments of principal of and interest on the Securities being redeemed
on that redemption date (not including any portion of any payments of interest
accrued to the redemption date) discounted to the redemption date on a
semiannual basis at the Treasury Rate, plus 35 basis points, as determined by
the Quotation Agent, plus, in either case, accrued and unpaid interest on the
principal amount of the Securities being redeemed to the redemption date.
Notwithstanding the foregoing, installments of interest on Securities that are
due and payable on interest payment dates falling on or prior to the relevant
redemption date will be payable on the interest payment date to the registered
Holders as of the close of business on the relevant record date according to the
terms and provisions of the Securities and the Indenture. The redemption price
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

      "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

                                      A-4
<PAGE>

      "Comparable Treasury Price" means, with respect to any redemption date for
the Securities, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if fewer than three such Reference Treasury
Dealer Quotations are obtained, the average of all such Quotations, or (C) if
only one Reference Treasury Dealer Quotation is received, such Quotation.

      "Quotation Agent" means a Reference Treasury Dealer appointed by the
Company.

      "Reference Treasury Dealer" means (A) Citigroup Global Markets Inc.,
Morgan Stanley & Co. Incorporated, ABN AMRO Incorporated, Banc of America
Securities LLC, J.P. Morgan Securities Inc. and PNC Capital Markets, Inc. (or
their respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company will substitute therefor another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the
Company.

      "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.

      "Treasury Rate" means, with respect to any redemption date for the
Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.

      Section 3. Notice of Redemption

      Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of Securities to be redeemed at
his or her registered address. Once notice of redemption is mailed, the
Securities called for redemption will become due and payable on the redemption
date and at the applicable redemption price, plus accrued interest to the
redemption date. Securities in denominations larger than $1,000 of principal
amount may be redeemed in part but only in whole multiples of $1,000 of
principal amount. If money sufficient to pay the redemption price of and accrued
and unpaid interest accrued through the redemption date and liquidated damages,
if any, on all Securities (or portions thereof) to be redeemed on the redemption
date is deposited with the Paying Agent on or before the redemption date and
certain other conditions as specified in the Indenture are satisfied, on and
after such date interest shall cease to accrue on such Securities (or such
portions thereof) called for redemption.

      Section 4. Sinking Fund

      The Securities are not subject to any sinking fund.

      Section 5. Denominations; Transfer; Exchange

                                      A-5
<PAGE>

      The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange, the
securities registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The securities registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to the mailing of a notice of redemption of Securities
to be redeemed.

      Section 6. Persons Deemed Owners

      The registered Holder of this Security may be treated as the owner of it
for all purposes.

      Section 7. Unclaimed Money

      If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

      Section 8. Discharge and Defeasance

      Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to redemption or maturity, as the
case may be.

      Section 9. Trustee Dealings with the Company

      Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

      Section 10. No Recourse Against Others

      A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

      Section 11. Authentication

                                      A-6
<PAGE>

      This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

      Section 12. Governing Law

      THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      Section 13. CUSIP Numbers

      Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      Section 14. Defined Terms.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. All terms used in this
Security which are defined in the Registration Agreement shall have the meanings
assigned to them in the Registration Agreement.

      Section 15. Holders' Compliance with Registration Agreement

      Each Holder of a Security, by acceptance hereof, acknowledges and agrees
to the provisions of the Registration Agreement, including, without limitation,
the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein. In the event of a
conflict between the terms of this Security and the Registration Agreement, the
terms of the Registration Agreement shall control.

      The Company will furnish to any Holder of Securities upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Security.

                                      A-7
<PAGE>

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

      This Certificate relates to $_____________ principal amount of Securities
held in (check applicable space) ___ book-entry or ___ definitive form by
_________________________ (the "Transferor").

The Transferor (check one box below):

[ ]   has requested the Trustee by written order to deliver in exchange for its
      beneficial interest in the Global Security held by the Depositary a
      Security or Securities in definitive, registered form of authorized
      denominations in an aggregate principal amount equal to its beneficial
      interest in such Global Security (or the portion thereof indicated above);
      or

[ ]   has requested the Trustee by written order to exchange or register the
      transfer of a Security or Securities.

      In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act of 1933, as amended (the "Securities Act"), the
undersigned confirms that such Securities are being transferred in accordance
with its terms:

CHECK ONE BOX BELOW

      (1)   [ ]   to the Company; or

      (2)   [ ]   pursuant to an effective registration statement under the
                  Securities Act; or

      (3)   [ ]   inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in compliance with Rule 144A under the
                  Securities Act; or

      (4)   [ ]   outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act; or

      (5)   [ ]   to an institutional "accredited investor" (as defined in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act) that has
                  furnished to the Trustee a signed letter containing certain
                  representations and agreements; or

      (6)   [ ]   pursuant to another available exemption from registration
                  provided by Rule 144 under the Securities Act.

      Prior to the expiration of the period referred to in Rule 144(k), unless
one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in

                                      A-8
<PAGE>

the name of any Person other than the registered holder thereof; provided,
however, that if box (4), (5) or (6) is checked, the Trustee may require, prior
to registering any such transfer of the Securities, such legal opinions,
certifications and other information satisfactory to the Company and the Trustee
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.

                                         [INSERT NAME OF TRANSFEROR]

Dated:__________________________________

By:_____________________________________

                                      A-9
<PAGE>

                              SCHEDULE OF EXCHANGES

      The following exchanges of a part of this Book-Entry Security have been
made:

<TABLE>
<CAPTION>
                                                                Principal Amount of this      Signature of
 Date of      Amount of decrease in     Amount of increase in      Book-Entry Security    authorized signatory
Exchange       Principal Amount of       Principal Amount of     following such decrease     of Trustee or
             this Book-Entry Security  this Book-Entry Security       (or increase)        Security Custodian
<S>          <C>                       <C>                      <C>                       <C>
</TABLE>

                                      A-10
<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _____________________________________agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Date: ______________________ Your Signature: ___________________________________

________________________________________________________________________________
      Sign exactly as your name appears on the other side of this Security.

Signature Guaranteed

______________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By:___________________________________
         Authorized Signatory

                                      A-11
<PAGE>

                                    EXHIBIT B

                  FORM OF TRANSFEREE LETTER OF REPRESENTATIONS

CNF Inc.
In care of
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn: Corporate Trust Administration

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $_________ principal
amount of the 6.70% Senior Debentures due 2034 (the "Securities") of CNF Inc.
(the "Company").

Upon transfer, the Securities would be registered in the name of the new
beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

The undersigned represents and warrants to you that:

1. We are an institutional "accredited investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the "Securities
Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities,
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.

2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement that has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that is purchasing
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) in an offshore
transaction within the meaning of, and in

                                       B-1
<PAGE>

compliance with, Regulation S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor", in each case in a
minimum principal amount of Securities of $250,000, or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Securities is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (f) under the Securities Act and that it is acquiring
such Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Securities pursuant to clause (d), (e) or
(f) above to require the delivery of an opinion of counsel, certifications or
other information satisfactory to the Company and the Trustee.

TRANSFEREE:___________________

By:___________________________

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