0000950134-05-005102 Sample Contracts

CREDIT AGREEMENT dated as of March 11, 2005 among CNF INC., as Borrower The Banks Party Hereto PNC BANK, NATIONAL ASSOCIATION as Syndication Agent LASALLE BANK NATIONAL ASSOCIATION., U.S. BANK NATIONAL ASSOCIATION, HARRIS TRUST AND SAVINGS BANK and...
Credit Agreement • March 15th, 2005 • CNF Inc • Trucking (no local) • New York

THIS AGREEMENT dated as of March 11, 2005 is by and among CNF INC., a Delaware corporation, the BANKS party hereto, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, LASALLE BANK NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, HARRIS TRUST AND SAVINGS BANK and BNP PARIBAS, as Co-Documentation Agents, BNY CAPITAL MARKETS, INC. and PNC BANK, NATIONAL ASSOCIATION, as Co-Lead Arrangers, BNY CAPITAL MARKETS, INC., as Sole Book-Runner, and THE BANK OF NEW YORK, as Administrative Agent.

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CNF INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 15th, 2005 • CNF Inc • Trucking (no local) • California

THIS AGREEMENT, entered into as of the 17th day of December 2004, between CNF Inc., a Delaware corporation (hereinafter called “Company”), Douglas W. Stotlar (hereinafter called “Recipient”), and the Secretary of the Company (hereinafter called “Escrow Holder”).

CNF INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 15th, 2005 • CNF Inc • Trucking (no local) • California

THIS AGREEMENT, entered into as of the 10th day of December 2004, between CNF Inc., a Delaware corporation (hereinafter called “Company”), John H. Williford (hereinafter called “Recipient”), and the Secretary of the Company (hereinafter called “Escrow Holder”).

EXHIBIT F SUBSIDIARY GUARANTY AGREEMENT
Subsidiary Guaranty Agreement • March 15th, 2005 • CNF Inc • Trucking (no local) • New York

THIS AGREEMENT dated as of March 11, 2005 among CNF, a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto from time to time (collectively, the “Subsidiary Guarantors”) and The Bank of New York, as Agent.

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