CNF INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<TEXT>
                                                   Execution Copy

1

                         AMENDMENT NO.1
                               TO
                      AMENDED AND RESTATED
                       SEVERANCE AGREEMENT
                         BY AND BETWEEN
                 CNF INC. AND GREGORY L. QUESNEL
                    Effective January 1, 2003

This  Amendment No. 1 (this "Amendment") is made to  the  Amended
and  Restated Severance Agreement as of December 4, 2001  by  and
between  CNF  Inc., a Delaware corporation (the  "Company"),  and
Gregory L. Quesnel (the "Executive") (the "Severance Agreement").

WHEREAS,  on  December  4, 2001, the Company  and  the  Executive
entered into this Severance Agreement;

WHEREAS,  the  Board of Directors of the Company  has  determined
that  it  is  in  the best interests of the Company  and  of  its
stockholders to amend the Severance Agreement;

NOW,  THEREFORE, in consideration of the premises and the  mutual
covenants  contained  in  this Amendment,  the  Company  and  the
Executive  agree  as  follows  (capitalized  terms  used  without
definition  have  the  meanings  given  to  those  terms  in  the
Severance Agreement):

1.   Amendment to Severance Payment.  The severance payment set
forth in
     Section 6.1(A) of the Severance Agreement shall be amended
     in its entirety to read as follows:

     (A)  In lieu of any further salary payments to the Executive
          for  periods subsequent to the Date of Termination  and
          in  lieu of any severance benefit otherwise payable  to
          the Executive, the Company shall pay to the Executive a
          lump  sum  severance payment, in cash, equal  to  three
          times the sum of (i) the Executive's annual base salary
          as   in  effect  immediately  prior  to  the  Date   of
          Termination or, if higher, in effect immediately  prior
          to  the  Change in Control and (ii) the average  annual
          bonus  earned by the Executive pursuant to  any  annual
          bonus  or  incentive plan maintained by the Company  in
          respect  of  the three fiscal years ending  immediately
          prior to the fiscal year in which occurs the Change  in
          Control.

2.   Amendment to Additional Retirement Benefits.  The additional
     retirement  benefits  set forth in  Section  6.1(D)  of  the
     Severance Agreement shall be amended in its entirety to read
     as follows:
     (D)  In  addition  to the retirement benefits to  which  the
          Executive  is entitled under each Pension Plan  or  any
          successor  plan  thereto, the  Company  shall  pay  the
          Executive  a  lump sum amount, in cash,  equal  to  the
          excess, if any, of (i) the actuarial equivalent of  the
          aggregate retirement pension which the Executive  would
          have  accrued  under  the terms of  all  Pension  Plans
          (without  regard to any amendment to any  Pension  Plan
          made  subsequent to a Change in Control and on or prior
          to  the  Date of Termination, which amendment adversely
          affects  in  any manner the computation  of  retirement
          benefits  thereunder), determined only for the purposes
          of  meeting  the Rule of 85 (as defined in the  Company
          Retirement   Plan)   as  if  the  Executive   (A)   had
          accumulated (after the Date of Termination)  thirty-six
          (36) additional months of service credit thereunder and
          (B) had attained an age which is three years older than
          the  age  the Executive had attained as of the Date  of
          Termination, over (ii) the actuarial equivalent of  the
          aggregate  retirement pension (taking into account  any
          early  retirement subsidies associated therewith) which
          the Executive had accrued pursuant to the provisions of
          the  Pension  Plans  as  of the  Date  of  Termination;
          provided,  however, if the Rule of 85  applies  to  the
          Executive  on the Date of Termination, then no  payment
          shall  be  due under this Section 6.1(D).  For purposes
          of this Section 6.1(D), "actuarial equivalent" shall be
          determined  using the same assumptions  utilized  under
          the  applicable Pension Plan immediately prior  to  the
          Date  of  Termination  or, if  more  favorable  to  the
          Executive, immediately prior to the Change in Control.

3.   Amendment to Definition of the Term "Good Reason".   Section
     15(P)  of  the Severance Agreement (definition of  the  term
     "Good  Reason") shall be amended by deleting  the  following
     paragraph at the end of Section 15(P):

          "Notwithstanding  anything in  this  Agreement  to  the
          contrary,  if the Executive's employment is  terminated
          by  the  Executive for any reason during the  one-month
          period  commencing on the first anniversary of a Change
          in   Control,  such  termination  shall  be  deemed   a
          termination  of  the  Executive's employment  for  Good
          Reason."


4.   Effective Date.  The effective date of this Amendment  shall
     be  January  1,  2003.  Except  as  expressly  amended,  the
     Severance Agreement remains unchanged and in full force  and
     effect.

                         CNF INC.
                         By:       /s/ Eberhard G.H. Schmoller
                                   ------------------------------
                         Name:     Eberhard G.H. Schmoller
                         Title:    Senior Vice President, General
                                   Counsel and Secretary

                         EXECUTIVE
                         By:       /s/ Gregory L. Quesnel
                                   ------------------------------
                         Name:     Gregory L. Quesnel
                         Address:  PO Box 555
                                   Saratoga, CA 95071


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