0001193125-04-038435 Sample Contracts

FOURTH AMENDMENT
Credit Agreement • March 11th, 2004 • CNF Inc • Trucking (no local) • New York

THIS FOURTH AMENDMENT (this “Amendment”) dated as of January 23, 2004, to the Credit Agreement referenced below, is by and among CNF Inc., a Delaware corporation (the “Borrower”), the Banks identified on the signature pages hereto and Bank of America, N.A., as Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

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CONSULTING AGREEMENT
Consulting Agreement • March 11th, 2004 • CNF Inc • Trucking (no local) • California

This Consulting Agreement (“Agreement”) is between CNF Inc. (“Company”) and Gregory L. Quesnel (“Executive”). The parties agree that the effective date of this Agreement (“Effective Date”) shall be February 18, 2004.

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