CNF INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex105.txt
<TEXT>
17

                      AMENDED AND RESTATED
                       SEVERANCE AGREEMENT

THIS AGREEMENT, originally dated December 9, 1998, as amended and
restated  as of August 21, 2000, and as subsequently amended,  is
hereby  amended  and restated in its entirety as of  December  4,
2001.  This Agreement is made by and between CNF Inc., a Delaware
corporation  (the  "Company"), and Eberhard G.H.  Schmoller  (the
"Executive").

WHEREAS, the Company considers it essential to the best interests
of  its  stockholders to foster the continued employment  of  key
management personnel; and

WHEREAS,  the  Board recognizes that, as is the  case  with  many
publicly  held  corporations, the  possibility  of  a  Change  in
Control exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in  the
departure or distraction of management personnel to the detriment
of the Company and its stockholders; and

WHEREAS,  the Board has determined that appropriate steps  should
be  taken to reinforce and encourage the continued attention  and
dedication of members of the Company's management, including  the
Executive,  to their assigned duties without distraction  in  the
face  of  potentially disturbing circumstances arising  from  the
possibility of a Change in Control;

NOW,  THEREFORE, in consideration of the premises and the  mutual
covenants herein contained, the Company and the Executive  hereby
agree as follows:

1.   Defined Terms.  The definitions of capitalized terms used in
     this Agreement are provided in the last Section hereof.

2.   Term  of  Agreement.   The  Term  of  this  Agreement  shall
     commence  on  December  9, 1998 (the "Effective  Date")  and
     shall   continue  in  effect  through  December  31,   2002;
     provided,  however, that commencing on January 1, 2003,  and
     each  January 1 thereafter, the Term shall automatically  be
     extended  for  one additional year unless,  not  later  than
     September  30  of  the preceding year, the  Company  or  the
     Executive  shall have given notice not to extend  the  Term;
     and  further provided, however, that if a Change in  Control
     shall  have occurred during the Term, the Term shall  expire
     no  earlier than twenty_four (24) months beyond the month in
     which such Change in Control occurred.

3.   Company's  Covenants  Summarized.  In order  to  induce  the
     Executive  to  remain in the employ of the  Company  and  in
     consideration  of  the Executive's covenants  set  forth  in
     Section  4  hereof, the Company agrees, under the conditions
     described   herein,  to  pay  the  Executive  the  Severance
     Payments  and  the  other  payments and  benefits  described
     herein.   Except  as  provided in  Section  9.1  hereof,  no
     Severance  Payments  shall be payable under  this  Agreement
     unless  there  shall have been (or, under the terms  of  the
     second  paragraph  of  Section 6.1 hereof,  there  shall  be
     deemed  to  have  been)  a termination  of  the  Executive's
     employment  with the Company following a Change  in  Control
     and  during the Term.  This Agreement shall not be construed
     as  creating  an express or implied contract  of  employment
     and,  except  as  otherwise agreed in  writing  between  the
     Executive and the Company, the Executive (i) shall not  have
     any  right to be retained in the employ of the Company,  and
     (ii) shall remain subject to discharge to the same extent as
     if  this  Agreement had not been entered into by the Company
     and the Executive.

4.   Executive's  Covenants.  The Executive agrees that,  subject
     to  the terms and conditions of this Agreement, in the event
     of  a  Potential  Change in Control  during  the  Term,  the
     Executive will remain in the employ of the Company until the
     earliest of (i) a date which is six (6) months from the date
     of  such  Potential Change in Control, (ii) the  date  of  a
     Change  in  Control,  (iii) the date of termination  by  the
     Executive  of the Executive's employment for Good Reason  or
     by  reason  of death, Disability or Retirement or  (iv)  the
     termination by the Company of the Executive's employment for
     any reason.

5.   Compensation Other Than Severance Payments.

          5.1  Following a Change in Control and during the Term,
          during  any period that the Executive fails to  perform
          the Executive's full-time duties with the Company as  a
          result  of  incapacity  due  to  disability,  including
          physical or mental illness, the Company shall  pay  the
          Executive's full salary to the Executive at the rate in
          effect at the commencement of any such period, together
          with  all  compensation  and benefits  payable  to  the
          Executive  under  the  terms  of  any  compensation  or
          benefit plan, program or arrangement maintained by  the
          Company  during such period (other than any  disability
          plan),  until the Executive's employment is  terminated
          by the Company for Disability.

          5.2   If the Executive's employment shall be terminated
          for any reason following a Change in Control and during
          the  Term,  the Company shall pay the Executive's  full
          salary to the Executive through the Date of Termination
          at  the rate in effect immediately prior to the Date of
          Termination   or,  if  higher,  the  rate   in   effect
          immediately  prior  to the Change in Control,  together
          with  all  compensation  and benefits  payable  to  the
          Executive  through  the Date of Termination  under  the
          terms  of the Company's compensation and benefit plans,
          programs or arrangements as in effect immediately prior
          to the Date of Termination or, if more favorable to the
          Executive, as in effect immediately prior to the Change
          in Control.

          5.3   If the Executive's employment shall be terminated
          for any reason following a Change in Control and during
          the  Term,  the Company shall pay to the Executive  the
          Executive's  normal post_termination  compensation  and
          benefits  as  such  payments  become  due  (other  than
          severance  payments  under any  severance  plan  as  in
          effect  immediately prior to the Date of  Termination).
          Such  post_termination compensation and benefits  shall
          be  determined under, and paid in accordance with,  the
          Company's  retirement, insurance and other compensation
          or  benefit  plans,  programs and  arrangements  as  in
          effect immediately prior to the Date of Termination or,
          if  more  favorable  to  the Executive,  as  in  effect
          immediately prior to the Change in Control.

6.   Severance Payments.

          6.1    If  the  Executive's  employment  is  terminated
          following  a  Change in Control and  during  the  Term,
          other  than (A) by the Company for Cause, (B) by reason
          of death or Disability, or (C) by the Executive without
          Good  Reason, then the Company shall pay the  Executive
          the  amounts,  and provide the Executive the  benefits,
          described  in  this Section 6.1 ("Severance  Payments")
          and  Section  6.2,  in  addition to  any  payments  and
          benefits  to  which  the Executive  is  entitled  under
          Section 5 hereof; provided, however, that the Executive
          shall  not be entitled to the Severance Payments unless
          and  until  the  Executive (or, in  the  event  of  the
          Executive's     death,    the    executor,     personal
          representative  or  administrator  of  the  Executive's
          estate)   has  signed  a  written  waiver  and  release
          substantially  in  the  form set  forth  on  Exhibit  A
          hereto.

          For   purposes  of  this  Agreement,  the   Executive's
          employment  shall  be  deemed to have  been  terminated
          following  a  Change in Control by the Company  without
          Cause  or  by  the Executive with Good Reason,  if  (i)
          during   the   Term  the  Executive's   employment   is
          terminated  by  the Company without Cause  following  a
          Potential  Change in Control but prior to a  Change  in
          Control  (whether  or  not a  Change  in  Control  ever
          occurs)  and  such termination was at  the  request  or
          direction of a Person who has entered into an agreement
          with  the  Company  the  consummation  of  which  would
          constitute  a Change in Control, (ii) during  the  Term
          the Executive terminates his employment for Good Reason
          following a Potential Change in Control but prior to  a
          Change  in Control (whether or not a Change in  Control
          ever  occurs)  and  the  circumstance  or  event  which
          constitutes  Good  Reason  occurs  at  the  request  or
          direction of such Person or (iii) during the  Term  the
          Executive's  employment is terminated  by  the  Company
          without  Cause or by the Executive for Good Reason  and
          such  termination or the circumstance  or  event  which
          constitutes Good Reason is otherwise in connection with
          or  in anticipation of a Change in Control (whether  or
          not a Change in Control ever occurs).

          An  Executive  will  not  be considered  to  have  been
          terminated by reason of the divestiture of a  facility,
          sale  or  other disposition of a business  or  business
          unit,  or  the outsourcing of a business activity  with
          which the Executive is affiliated, notwithstanding  the
          fact   that such divestiture, sale or outsourcing takes
          place  within two years following  a Change in Control,
          if  the  Executive is offered comparable employment  by
          the successor company and such successor company agrees
          to  assume  the Company's obligations to the  Executive
          under this Agreement.

                     (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
               highest of (1) 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  Date of Termination, (2) the  average
               annual  bonus earned by the Executive pursuant  to
               any such plan in respect of the three fiscal years
               ending  immediately prior to the  fiscal  year  in
               which  occurs  the Change in Control  or  (3)  the
               target  annual  bonus in effect for the  Executive
               for  the  fiscal year in which occurs the Date  of
               Termination.

                     (B)   For  the thirty-six (36) month  period
               immediately following the Date of Termination, the
               Company shall arrange to provide the Executive and
               his   dependents  life,  disability  and  accident
               benefits  substantially similar to those  provided
               to  the  Executive and his dependents  immediately
               prior  to  the  Date of Termination  or,  if  more
               favorable to the Executive, those provided to  the
               Executive and his dependents immediately prior  to
               the  Change in Control, at no greater cost to  the
               Executive   than   the  cost  to   the   Executive
               immediately  prior to such Date of Termination  or
               Change  in  Control; provided, however,  that  any
               across  the  board changes to life, disability  or
               accident  benefits  similarly  affecting  all   or
               substantially all employees of the Company and any
               entity  in  control of the Company  shall  not  be
               deemed  a breach of this Section 6.1(B).  Benefits
               otherwise receivable by the Executive pursuant  to
               this Section 6.1(B) shall be reduced to the extent
               benefits of the same type are received by or  made
               available  to the Executive during the  thirty-six
               (36)   month   period  following  the  Executive's
               termination  of employment (and any such  benefits
               received  by  or made available to  the  Executive
               shall   be   reported  to  the  Company   by   the
               Executive);  provided, however, that  the  Company
               shall  reimburse the Executive for the excess,  if
               any, of the cost of such benefits to the Executive
               over  such cost immediately prior to the  Date  of
               Termination   or,   if  more  favorable   to   the
               Executive,  immediately prior  to  the  Change  in
               Control.  If the Executive dies during the thirty-
               six  (36)  month  period  following  the  Date  of
               Termination, life, disability and accident benefit
               coverage  of  the  Executive's  dependents   shall
               continue for the remainder of the thirty-six  (36)
               month period.

                     (C)   Notwithstanding any provision  of  any
               health  or  dental  insurance plan  or  health  or
               dental  benefit plan to the contrary, the  Company
               shall  provide health and dental benefits  to  the
               Executive  and his dependents as if the Executive,
               as  of  the  Date of Termination, has retired  (i)
               under   the  terms  of  such  plan  as  in  effect
               immediately  prior to the Date of Termination  or,
               if  more  favorable to the Executive,  immediately
               prior  to the Change in Control and (ii) with  age
               plus   years  of  service  totaling  85  or  more.
               Benefits  otherwise receivable  by  the  Executive
               pursuant  to this Section 6.1(C) shall be  reduced
               to  the  extent  benefits of  the  same  type  are
               received  by  or made available to  the  Executive
               following    the   Executive's   termination    of
               employment (and any such benefits received  by  or
               made  available to the Executive shall be reported
               to   the  Company  by  the  Executive);  provided,
               however,  that  the  Company shall  reimburse  the
               Executive for the excess, if any, of the  cost  of
               such  benefits  to the Executive  over  such  cost
               immediately  prior to the Date of Termination  or,
               if  more  favorable to the Executive,  immediately
               prior  to the Change in Control.  If the Executive
               dies at a time when health and dental benefits are
               being  provided under this Section 6.1(C)  to  the
               Executive's dependents, the Company shall continue
               to  provide the dependents with health and  dental
               benefits for as long as, and on the same basis as,
               such  benefits  are  provided  to  dependents   of
               retired  employees who have retired with age  plus
               years of service totaling 85 or more.

                     (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 of (i) the actuarial
               equivalent  of  the  aggregate retirement  pension
               (taking   into   account  any   early   retirement
               subsidies associated therewith and determined as a
               straight life annuity commencing at the date  (but
               in  no event earlier than the third anniversary of
               the Date of Termination) as of which the actuarial
               equivalent of such annuity is greatest) 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 as if the  Executive  (A)
               were  fully vested thereunder, (B) had accumulated
               (after  the  Date of Termination) thirty-six  (36)
               additional  months  of service credit  thereunder,
               (C) had attained an age which is three years older
               than the age the Executive had attained as of  the
               Date  of  Termination and (D)  had  been  credited
               under  each  Pension Plan during such period  with
               compensation  equal  to  the  Executive's   annual
               amount  taken  into account under  Section  6.1(A)
               hereof, over (ii) the actuarial equivalent of  the
               aggregate retirement pension (taking into  account
               any    early   retirement   subsidies   associated
               therewith  and  determined  as  a  straight   life
               annuity  commencing at the date (but in  no  event
               earlier than the Date of Termination) as of  which
               the  actuarial  equivalent  of  such  annuity   is
               greatest) which the Executive had accrued pursuant
               to  the provisions of the Pension Plans as of  the
               Date of Termination.  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.

               6.2   (A)   Whether  or not the Executive  becomes
               entitled to the Severance Payments, if any of  the
               payments or benefits received or to be received by
               the  Executive  in  connection with  a  Change  in
               Control   or   the   Executive's  termination   of
               employment (whether pursuant to the terms of  this
               Agreement  or  any  other  plan,  arrangement   or
               agreement  with  the  Company,  any  Person  whose
               actions  result  in  a Change in  Control  or  any
               Person affiliated with the Company or such Person)
               (such payments or benefits, excluding the Gross-Up
               Payment,  being  hereinafter referred  to  as  the
               "Total  Payments") will be subject to  the  Excise
               Tax,  the  Company shall pay to the  Executive  an
               additional  amount (the "Gross_Up  Payment")  such
               that  the  net  amount retained by the  Executive,
               after  deduction of any Excise Tax  on  the  Total
               Payments  and any federal, state and local  income
               and employment taxes and Excise Tax upon the Gross-
               Up Payment, shall be equal to the Total Payments.

                     (B)  For purposes of determining whether any
               of  the  Total  Payments will be  subject  to  the
               Excise Tax and the amount of such Excise Tax,  (i)
               all  of  the  Total Payments shall be  treated  as
               "parachute   payments"  (within  the  meaning   of
               Section  280G(b)(2) of the Code)  unless,  in  the
               opinion  of tax counsel ("Tax Counsel") reasonably
               acceptable  to the Executive and selected  by  the
               accounting  firm which was, immediately  prior  to
               the  Change  in Control, the Company's independent
               auditor (the "Auditor"), such payments or benefits
               (in  whole  or  in  part)  should  not  constitute
               parachute payments, including by reason of Section
               280G(b)(4)(A)  of  the  Code,  (ii)  all   "excess
               parachute payments" within the meaning of  Section
               280G(b)(l) of the Code shall be treated as subject
               to  the  Excise Tax unless, in the opinion of  Tax
               Counsel, such excess parachute payments (in  whole
               or  in part) represent reasonable compensation for
               services actually rendered (within the meaning  of
               Section  280G(b)(4)(B) of the Code) in  excess  of
               the  Base  Amount  allocable  to  such  reasonable
               compensation, or should otherwise not  be  subject
               to  the  Excise  Tax and (iii) the  value  of  any
               noncash  benefits  or  any  deferred  payment   or
               benefit  shall  be determined by  the  Auditor  in
               accordance   with  the  principles   of   Sections
               280G(d)(3)  and (4) of the Code.  For purposes  of
               determining  the  amount of the Gross_Up  Payment,
               the  Executive  shall  be deemed  to  pay  federal
               income tax at the highest marginal rate of federal
               income taxation in the calendar year in which  the
               Gross_Up Payment is to be made and state and local
               income  taxes  at  the highest  marginal  rate  of
               taxation  in  the  state  and  locality   of   the
               Executive's  residence on the Date of  Termination
               (or  if there is no Date of Termination, then  the
               date  on  which the Gross-Up Payment is calculated
               for  purposes  of this Section 6.2),  net  of  the
               maximum  reduction in federal income  taxes  which
               could be obtained from deduction of such state and
               local taxes.

                     (C)   In  the event that the Excise  Tax  is
               finally  determined  to be less  than  the  amount
               taken  into  account hereunder in calculating  the
               Gross-Up Payment, the Executive shall repay to the
               Company,  within five (5) business days  following
               the  time that the amount of such reduction in the
               Excise  Tax is finally determined, the portion  of
               the   Gross_Up   Payment  attributable   to   such
               reduction  (plus  that  portion  of  the  Gross_Up
               Payment   attributable  to  the  Excise  Tax   and
               federal,  state  and local income  and  employment
               taxes imposed on the Gross_Up Payment being repaid
               by   the  Executive,  to  the  extent  that   such
               repayment results in a reduction in the Excise Tax
               and   a   dollar-for-dollar   reduction   in   the
               Executive's taxable income and wages for  purposes
               of  federal, state and local income and employment
               taxes),  plus  interest  on  the  amount  of  such
               repayment at 120% of the rate provided in  Section
               1274(b)(2)(B) of the Code.  In the event that  the
               Excise  Tax  is  determined to exceed  the  amount
               taken  into  account hereunder in calculating  the
               Gross-Up  Payment  (including  by  reason  of  any
               payment the existence or amount of which cannot be
               determined  at the time of the Gross_Up  Payment),
               the  Company  shall  make an  additional  Gross_Up
               Payment  in  respect  of  such  excess  (plus  any
               interest,  penalties or additions payable  by  the
               Executive with respect to such excess) within five
               (5)  business  days following the  time  that  the
               amount of such excess is finally determined.   The
               Executive  and  the Company shall each  reasonably
               cooperate  with the other in connection  with  any
               administrative or judicial proceedings  concerning
               the  existence or amount of liability  for  Excise
               Tax with respect to the Total Payments.

          6.3   The payments provided in subsections (A), (C) and
          (D)  of  Section 6.1 hereof and in subsections (A)  and
          (B)  of Section 6.2 hereof shall be made not later than
          the  fifth  day  following  the  Date  of  Termination;
          provided, however, that if the amounts of such payments
          cannot be finally determined on or before such day, the
          Company  shall  pay to the Executive  on  such  day  an
          estimate,  as determined in good faith by  the  Company
          or,  in  the case of payments under Section 6.2 hereof,
          in  accordance with Section 6.2 hereof, of the  minimum
          amount  of  such  payments to which  the  Executive  is
          clearly  entitled and shall pay the remainder  of  such
          payments   (together  with  interest  on   the   unpaid
          remainder  (or on all such payments to the  extent  the
          Company  fails to make such payments when due) at  120%
          of  the  rate provided in Section 1274(b)(2)(B) of  the
          Code)  as  soon as the amount thereof can be determined
          but  in  no  event later than the thirtieth (30th)  day
          after  the Date of Termination.  In the event that  the
          amount  of  the estimated payments exceeds  the  amount
          subsequently determined to have been due,  such  excess
          shall   constitute  a  loan  by  the  Company  to   the
          Executive,  payable  on the fifth  (5th)  business  day
          after demand by the Company (together with interest  at
          120%  of the rate provided in Section 1274(b)(2)(B)  of
          the  Code).   At the time that payments are made  under
          this Agreement, the Company shall provide the Executive
          with  a  written statement setting forth the manner  in
          which  such payments were calculated and the basis  for
          such  calculations including, without  limitation,  any
          opinions or other advice the Company has received  from
          Tax   Counsel,  the  Auditor  or  other   advisors   or
          consultants (and any such opinions or advice which  are
          in writing shall be attached to the statement).

          6.4   The  Company also shall pay to the Executive  all
          legal  fees  and expenses incurred by the Executive  in
          seeking  in good faith to obtain or enforce any benefit
          or  right  provided by this Agreement or in  connection
          with   any  tax  audit  or  proceeding  to  the  extent
          attributable to the application of Section 4999 of  the
          Code  to  any  payment  or benefit provided  hereunder.
          Such  payments shall be made within five  (5)  business
          days after delivery of the Executive's written requests
          for  payment accompanied with such evidence of fees and
          expenses   incurred  as  the  Company  reasonably   may
          require.

7.   Termination Procedures and Compensation During Dispute.

          7.1   Notice of Termination.  After a Change in Control
          and  during the Term, any purported termination of  the
          Executive's employment (other than by reason of  death)
          shall  be communicated by written Notice of Termination
          from  one  party  hereto to the other party  hereto  in
          accordance  with  Section 10 hereof.  For  purposes  of
          this Agreement, a "Notice of Termination" shall mean  a
          notice  which  shall indicate the specific  termination
          provision  in this Agreement relied upon and shall  set
          forth  in reasonable detail the facts and circumstances
          claimed  to  provide  a basis for  termination  of  the
          Executive's   employment   under   the   provision   so
          indicated.  Further, a Notice of Termination for  Cause
          is  required  to  include a copy of a  resolution  duly
          adopted  by  the  affirmative vote  of  not  less  than
          three_quarters  (3/4) of the entire membership  of  the
          Board  at  a meeting of the Board which was called  and
          held  for  the purpose of considering such  termination
          (after  reasonable  notice  to  the  Executive  and  an
          opportunity  for  the  Executive,  together  with   the
          Executive's  counsel,  to be heard  before  the  Board)
          finding  that, in the good faith opinion of the  Board,
          the Executive was guilty of conduct set forth in clause
          (i)  or  (ii)  of the definition of Cause  herein,  and
          specifying the particulars thereof in detail.

          7.2   Date of Termination.  "Date of Termination," with
          respect to any purported termination of the Executive's
          employment  after a Change in Control  and  during  the
          Term,  shall mean (i) if the Executive's employment  is
          terminated  for  Disability,  thirty  (30)  days  after
          Notice  of  Termination  is given  (provided  that  the
          Executive  shall  not have returned  to  the  full-time
          performance  of  the  Executive's  duties  during  such
          thirty  (30)  day period), and (ii) if the  Executive's
          employment is terminated for any other reason, the date
          specified in the Notice of Termination (which,  in  the
          case of a termination by the Company, shall not be less
          than  thirty  (30)  days  (except  in  the  case  of  a
          termination  for  Cause)  and,  in  the   case   of   a
          termination  by the Executive, shall not be  less  than
          fifteen  (15)  days  nor  more than  sixty  (60)  days,
          respectively, from the date such Notice of  Termination
          is given).

8.   No  Mitigation.  The Company agrees that, if the Executive's
     employment with the Company terminates during the Term,  the
     Executive  is  not required to seek other employment  or  to
     attempt  in  any  way to reduce any amounts payable  to  the
     Executive  by  the  Company pursuant to  Section  6  hereof.
     Further,  the amount of any payment or benefit provided  for
     in  this  Agreement  (other than to the extent  provided  in
     Section  6.1(B) and 6.1(C) hereof) shall not be  reduced  by
     any  compensation earned by the Executive as the  result  of
     employment  by another employer, by retirement benefits,  by
     offset  against  any  amount  claimed  to  be  owed  by  the
     Executive to the Company, or otherwise.

9.   Successors; Binding Agreement.

          9.1  In addition to any obligations imposed by law upon
          any  successor to the Company, the Company will require
          any successor (whether direct or indirect, by purchase,
          merger,   consolidation  or  otherwise)   to   all   or
          substantially all of the business and/or assets of  the
          Company  to expressly assume and agree to perform  this
          Agreement  in  the same manner and to the  same  extent
          that the Company would be required to perform it if  no
          such  succession  had  taken  place.   Failure  of  the
          Company  to obtain such assumption and agreement  prior
          to the effectiveness of any such succession shall be  a
          breach   of  this  Agreement  and  shall  entitle   the
          Executive to compensation from the Company in the  same
          amount and on the same terms as the Executive would  be
          entitled  to  hereunder  if  the  Executive   were   to
          terminate  the Executive's employment for  Good  Reason
          after a Change in Control, except that, for purposes of
          implementing the foregoing, the date on which any  such
          succession becomes effective shall be deemed  the  Date
          of Termination.

          9.2   This Agreement shall inure to the benefit of  and
          be  enforceable  by the Executive's personal  or  legal
          representatives, executors, administrators, successors,
          heirs,  distributees, devisees and  legatees.   If  the
          Executive  shall die while any amount  would  still  be
          payable  to the Executive hereunder (other than amounts
          which, by their terms, terminate upon the death of  the
          Executive) if the Executive had continued to live,  all
          such  amounts, unless otherwise provided herein,  shall
          be  paid in accordance with the terms of this Agreement
          to   the   executors,   personal   representatives   or
          administrators of the Executive's estate.

10.  Notices.  All notices and other communications provided  for
     in  this  Agreement (i) shall be in writing, (ii)  shall  be
     hand  delivered,  sent  by overnight courier  or  by  United
     States registered mail, return receipt requested and postage
     prepaid,  addressed, in the case of the  Executive,  to  the
     address  inserted  below the Executive's  signature  on  the
     final page hereof and, if to the Company, to the address set
     forth  below, or to such other address as either  party  may
     have  furnished  to  the  other  in  writing  in  accordance
     herewith,  and  (iii) shall be effective  only  upon  actual
     receipt.

                         To the Company:

                         CNF Inc.
                         3240 Hillview Avenue
                         Palo Alto, CA 94304
                         Attention: General Counsel

11.  Miscellaneous.   Except  as  otherwise  expressly   provided
     herein,  no  provision of this Agreement  may  be  modified,
     waived  or  discharged unless such waiver,  modification  or
     discharge  is  agreed  to  in  writing  and  signed  by  the
     Executive and such officer as may be specifically designated
     by  the Board.  No waiver by either party hereto at any time
     of  any breach by the other party hereto of, or of any  lack
     of  compliance  with,  any condition or  provision  of  this
     Agreement  to  be  performed by such other  party  shall  be
     deemed  a  waiver  of  similar or dissimilar  provisions  or
     conditions  at the same or at any prior or subsequent  time.
     This   Agreement   supersedes  any   other   agreements   or
     representations, oral or otherwise, express or implied, with
     respect to the subject matter hereof which have been made by
     either  party; provided, however, that this Agreement  shall
     supersede any written agreement setting forth the terms  and
     conditions  of the Executive's employment with  the  Company
     only  in the event that the Executive's employment with  the
     Company  is terminated on or following a Change in  Control,
     by  the Company other than for Cause or by the Executive for
     Good  Reason.    The validity, interpretation,  construction
     and  performance of this Agreement shall be governed by  the
     laws of the State of California.  All references to sections
     of  the  Exchange Act or the Code shall be  deemed  also  to
     refer  to  any  successor provisions to such sections.   Any
     payments  provided for hereunder shall be paid  net  of  any
     applicable  withholding  required under  federal,  state  or
     local  law  and  any  additional withholding  to  which  the
     Executive  has agreed.  The obligations of the  Company  and
     the Executive under this Agreement which by their nature may
     require  either  partial  or  total  performance  after  the
     expiration of the Term (including, without limitation, those
     under   Sections  6  and  7  hereof)  shall   survive   such
     expiration.

12.  Validity.   The  invalidity  or  unenforceability   of   any
     provision of this Agreement shall not affect the validity or
     enforceability  of  any other provision of  this  Agreement,
     which shall remain in full force and effect.

13.  Counterparts.   This  Agreement may be executed  in  several
     counterparts,  each  of  which shall  be  deemed  to  be  an
     original but all of which together will constitute  one  and
     the same instrument.

14.  Settlement of Disputes; Arbitration.

          14.1  All  claims by the Executive for  benefits  under
          this  Agreement shall be directed to and determined  by
          the  Board and shall be in writing.  Any denial by  the
          Board  of  a  claim for benefits under  this  Agreement
          shall  be  delivered to the Executive  in  writing  and
          shall set forth the specific reasons for the denial and
          the  specific provisions of this Agreement relied upon.
          The  Board shall afford a reasonable opportunity to the
          Executive for a review of the decision denying a  claim
          and  shall further allow the Executive to appeal to the
          Board  a  decision of the Board within sixty (60)  days
          after  notification by the Board that  the  Executive's
          claim has been denied.

          14.2  Any further dispute or controversy arising  under
          or  in  connection with this Agreement shall be finally
          settled  exclusively  by  arbitration  in  Palo   Alto,
          California,  in  accordance  with  the  rules  of   the
          American   Arbitration  Association  then  in   effect;
          provided,  however, that the evidentiary standards  set
          forth  in this Agreement shall apply.  Judgment may  be
          entered  on the arbitrator's award in any court  having
          jurisdiction.

15.  Definitions.  For purposes of this Agreement, the  following
     terms shall have the meanings indicated below:

          (A)   "Affiliate" shall have the meaning set  forth  in
          Rule 12b-2 promulgated under Section 12 of the Exchange
          Act.

          (B)   "Auditor"  shall have the meaning  set  forth  in
          Section 6.2 hereof.

          (C)  "Base Amount" shall have the meaning set forth  in
          Section 280G(b)(3) of the Code.

          (D)   "Beneficial  Owner" shall have  the  meaning  set
          forth in Rule 13d_3 under the Exchange Act.

          (E)   "Board" shall mean the Board of Directors of  the
          Company.

          (F)   "Cause"  for termination by the  Company  of  the
          Executive's  employment shall mean (i) the willful  and
          continued  failure  by the Executive  to  substantially
          perform the Executive's duties with the Company  (other
          than  any  such failure resulting from the  Executive's
          incapacity  due  to disability, including  physical  or
          mental  illness  or  any  such  actual  or  anticipated
          failure  after the issuance of a Notice of  Termination
          for  Good  Reason by the Executive pursuant to  Section
          7.1  hereof)  after  a written demand  for  substantial
          performance is delivered to the Executive by the Board,
          which  demand  specifically identifies  the  manner  in
          which  the  Board believes that the Executive  has  not
          substantially performed the Executive's duties, or (ii)
          the  willful engaging by the Executive in conduct which
          is demonstrably and materially injurious to the Company
          or  its  subsidiaries, monetarily  or  otherwise.   For
          purposes of clauses (i) and (ii) of this definition, no
          act,  or failure to act, on the Executive's part  shall
          be deemed "willful" unless done, or omitted to be done,
          by   the  Executive  not  in  good  faith  and  without
          reasonable belief that the Executive's act, or  failure
          to  act,  was in the best interest of the Company.   In
          the  event  of a dispute concerning the application  of
          this  provision,  no  claim by the Company  that  Cause
          exists   shall  be  given  effect  unless  the  Company
          establishes  to  the  Board and, in  the  event  of  an
          arbitration  as contemplated by Section  14.2,  to  the
          arbitrator, by clear and convincing evidence that Cause
          exists.

          (G)   "Change  in Control" means the occurrence  of  an
          event described in any one of the following clauses (1)
          through (5):

          (1)  any  "person,"  as such term is used  in  Sections
               13(d)  and  14(d) of the Exchange Act (other  than
               (A) the Company or its Affiliates, (B) any trustee
               or  other  fiduciary holding securities  under  an
               employee  benefit  plan  of  the  Company  or  its
               Affiliates,   and   (C)  any  corporation   owned,
               directly or indirectly, by the stockholders of the
               Company  in substantially the same proportions  as
               their  ownership  of  the  Common  Stock),  is  or
               becomes the "beneficial owner" (as defined in Rule
               13d-3   under  the  Exchange  Act),  directly   or
               indirectly,  of  securities of  the  Company  (not
               including in the securities beneficially owned  by
               such  person any securities acquired directly from
               the Company or its Affiliates) representing 25% or
               more of the combined voting power of the Company's
               then outstanding voting securities;

                     (2)  the following individuals cease for any
               reason  to constitute a majority of the number  of
               directors  then serving: individuals who,  on  the
               Effective Date, constitute the Board and  any  new
               director  (other  than  a director  whose  initial
               assumption  of  office is in  connection  with  an
               actual  or  threatened election contest, including
               but   not   limited  to  a  consent  solicitation,
               relating  to  the  election of  directors  of  the
               Company)  whose  appointment or  election  by  the
               Board  or nomination for election by the Company's
               stockholders was approved or recommended by a vote
               of at least two-thirds (2/3) of the directors then
               still  in office who either were directors on  the
               Effective  Date or whose appointment, election  or
               nomination for election was previously so approved
               or recommended;

                      (3)   there  is  consummated  a  merger  or
               consolidation  of  the Company or  any  direct  or
               indirect subsidiary of the Company with any  other
               corporation,   other  than   (A)   a   merger   or
               consolidation  which would result  in  the  voting
               securities  of the Company outstanding immediately
               prior  thereto continuing to represent (either  by
               remaining  outstanding or by being converted  into
               voting  securities  of  the  surviving  or  parent
               entity) more than 50% of the combined voting power
               of  the  voting securities of the Company or  such
               surviving or parent entity outstanding immediately
               afer  such merger or consolidation or (B) a merger
               or   consolidation   effected   to   implement   a
               recapitalization  of  the  Company   (or   similar
               transaction) in which no "person" (as  hereinabove
               defined), directly or indirectly, acquired 25%  or
               more of the combined voting power of the Company's
               then outstanding securities (not including in  the
               securities  beneficially owned by such person  any
               securities  acquired directly from the Company  or
               its Affiliates);

                     (4)  the stockholders of the Company approve
               a  plan of complete liquidation of the Company  or
               there is consummated an agreement for the sale  or
               disposition  by  the Company of assets  having  an
               aggregate book value at the time of such  sale  or
               disposition  of  more than 75% of the  total  book
               value  of  the  Company's assets on a consolidated
               basis   (or  any  transaction  having  a   similar
               effect),  other than any such sale or  disposition
               by  the  Company (including by way of spin-off  or
               other distribution) to an entity, at least 50%  of
               the combined voting power of the voting securities
               of which are owned immediately following such sale
               or  disposition by stockholders of the Company  in
               substantially  the  same  proportions   as   their
               ownership of the Company immediately prior to such
               sale  or  disposition; provided, however,  that  a
               Change  in  Control shall be deemed  not  to  have
               occurred  under  this clause (4)  if,  immediately
               prior   to  the  consummation  of  any   sale   or
               disposition of a business unit that is taken  into
               account in determining whether a Change in Control
               has occurred, the Executive is employed by, and is
               party to a severance agreement with, such business
               unit; or

                     (5)   there is consummated the sale or other
               disposition  by the Company, however effected,  of
               at  least two of the three primary business  units
               of the Company, whether in a single transaction or
               in a series of transactions occurring within an 18-
               month  period, and whether or not one or  both  of
               such  business units constitute part of  a  larger
               enterprise  at  the  time of  the  sale  or  other
               disposition; provided, however, that the Board  of
               Directors of the Company may, upon notice  to  the
               Executive given at any time, terminate this clause
               (5)  without the consent of the Executive,  except
               that  any  such notice shall not be  effective  to
               terminate  this clause (5) if a Change in  Control
               occurs  pursuant to this clause (5) within  ninety
               (90) days after such notice is given.

                         As used in clause (5) above:

                    (A)  "primary  business units" means  Con-Way
                         Transportation Services, Inc., Emery Air
                         Freight Corporation and Menlo Logistics,
                         Inc., and

                                         (B)   a "sale" or  other
                         disposition of a business unit includes:

                         (i)  a  sale by the Company of the  then
                              outstanding shares of capital stock
                              of  the  business unit having  more
                              than   50%  of  the  then  existing
                              voting  power  of  all  outstanding
                              securities  of  the business  unit,
                              whether by merger, consolidation or
                              otherwise;

                         (ii) the  sale  of  all or substantially
                              all  of  the assets of the business
                              unit; and
                         (iii)       any  other  transaction   or
                              course    of   action   (including,
                              without  limitation, a spin-off  or
                              other  distribution)  engaged   in,
                              directly  or  indirectly,  by   the
                              Company  or the business unit  that
                              has  a substantially similar effect
                              as  the  transactions of  the  type
                              referred to in clause (i)  or  (ii)
                              above;

                    it  being  the  intent that a sale  or  other
                    disposition of a business unit occurs even if
                    (x) such business unit constitutes part of  a
                    larger enterprise at the time of the relevant
                    sale  or disposition transaction and (y) such
                    sale or disposition transaction involves such
                    larger enterprise (such as, by way of example
                    and  without  limitation, when  one  or  more
                    business  units are subsidiaries of a  common
                    parent  and either (I) the common  parent  is
                    spun-off or (II) there is consummated a  sale
                    of the stock or other equity interests in the
                    common  parent having more than  50%  of  the
                    then existing voting power of all outstanding
                    securities of the common parent).

                         The foregoing notwithstanding, a sale or
               other disposition of a business unit shall not  be
               deemed to have occurred for purposes of clause (5)
               above  (x)  except  in the case of  a  transaction
               described  in clause (ii) above, so  long  as  the
               Company or any of its Affiliates (as such term  is
               defined   in   Rule  12b-2  under  the  Securities
               Exchange Act of 1934, as amended), individually or
               collectively, own the then outstanding  shares  of
               capital stock of the business unit having  50%  or
               more  of  the  then existing voting power  of  all
               outstanding  securities of the business  unit,  or
               (y)  in the event of the sale of shares of capital
               stock  of the business unit (or the sale of shares
               or other equity interests in any parent company of
               such  business  unit)  to  any  trustee  or  other
               fiduciary  holding  securities under  an  employee
               benefit plan of the Company, the business unit  or
               any other Affiliate of the Company.

          (H)   "Code"  shall mean the Internal Revenue  Code  of
          1986, as amended from time to time.

          (I)   "Company"  shall  mean CNF Inc.  and,  except  in
          determining under Section 15(G) hereof whether  or  not
          any  Change  in  Control of the Company  has  occurred,
          shall  include  any  successor to its  business  and/or
          assets  which  assumes  and  agrees  to  perform   this
          Agreement  by  operation  of  law,  or  otherwise.   In
          addition,  when used in the context of the  Executive's
          employment, "Company" shall mean the Company or any  of
          its subsidiaries.

          (J)   "Common Stock" shall mean the common  stock,  par
          value $0.625 per share, of the Company.

          (K)   "Date of Termination" shall have the meaning  set
          forth in Section 7.2 hereof.

          (L)   "Disability" shall be deemed the reason  for  the
          termination   by   the  Company  of   the   Executive's
          employment,   if,  as  a  result  of  the   Executive's
          incapacity  due  to disability, including  physical  or
          mental  illness, the Executive shall have  been  absent
          from  the  full-time  performance  of  the  Executive's
          duties  with  the  Company for  a  period  of  six  (6)
          consecutive  months, the Company shall have  given  the
          Executive a Notice of Termination for Disability,  and,
          within   thirty   (30)  days  after  such   Notice   of
          Termination  is  given, the Executive  shall  not  have
          returned   to   the   full-time  performance   of   the
          Executive's duties.

          (M)   "Exchange Act" shall mean the Securities Exchange
          Act of 1934, as amended from time to time.

          (N)   "Excise  Tax" shall mean any excise  tax  imposed
          under Section 4999 of the Code.

          (O)  "Executive" shall mean the individual named in the
          first paragraph of this Agreement.

          (P)  "Good Reason" for termination by the Executive  of
          the  Executive's employment shall mean  the  occurrence
          (without the Executive's express written consent) after
          any Change in Control and during the Term of any one of
          the  following acts by the Company, or failures by  the
          Company  to act, unless such act or failure to  act  is
          corrected  within 30 days of receipt by the Company  of
          notice of the Executive's intent to terminate for  Good
          Reason hereunder:

                     (I)   the  failure of the successor company,
               following  the Change in Control, to  assume  this
               Agreement and all obligations hereunder, as of the
               date of such Change in Control;

                     (II) the assignment to the Executive of  any
               duties inconsistent with the Executive's status as
               an  executive  of  the Company  or  a  substantial
               adverse alteration in the nature or status of  the
               Executive's responsibilities from those in  effect
               immediately prior to the Change in Control;

                     (III)     a reduction by the Company in  the
               Executive's annual base salary (except for across-
               the-board  salary  reductions similarly  affecting
               all  executives of the Company and all  executives
               of  any  Person  in  control of  the  Company)  or
               incentive  compensation opportunity  (both  short-
               term  and long-term, valued in a manner consistent
               with the valuation methodology used by the Company
               prior to the Change in Control), each as in effect
               immediately prior to the Change in Control  or  as
               the same may thereafter be increased from time  to
               time;

                      (IV)  the  relocation  of  the  Executive's
               principal  place of employment to a location  that
               results in an increase in the Executive's one  way
               commute  of  at  least  50  miles  more  than  the
               Executive's one way commute immediately  prior  to
               the  Change in Control, except for required travel
               on   the   Company's   business   to   an   extent
               substantially  consistent  with  the   Executive's
               business  travel obligations immediately prior  to
               the Change in Control;

                    (V)  the failure by the Company to pay to the
               Executive  when due any portion of the Executive's
               current compensation;

                     (VI)  the failure by the Company to continue
               to    provide   the   Executive   with    benefits
               substantially  similar to  those  enjoyed  by  the
               Executive  under  any  of the  Company's  pension,
               savings,  life  insurance,  medical,  health   and
               accident,   or  disability  plans  in  which   the
               Executive was participating immediately  prior  to
               the Change in Control (except for across the board
               changes  similarly affecting all or  substantially
               all  employees  of the Company and any  entity  in
               control  of the Company), the taking of any  other
               action  by  the  Company which would  directly  or
               indirectly materially reduce any of such  benefits
               or  deprive  the Executive of any material  fringe
               benefit enjoyed by the Executive immediately prior
               to  the  Change in Control, or the failure by  the
               Company  to provide the Executive with the  number
               of  paid  vacation days to which the Executive  is
               entitled.

               The Executive's right to terminate the Executive's
               employment  for Good Reason shall not be  affected
               by  the  Executive's incapacity due to disability,
               including   physical  or  mental   illness.    The
               Executive's   continued   employment   shall   not
               constitute consent to, or a waiver of rights  with
               respect to, any act or failure to act constituting
               Good Reason hereunder.

                           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.

          (Q)   "Gross_Up  Payment" shall have  the  meaning  set
          forth in Section 6.2 hereof.

          (R)  "Notice of Termination" shall have the meaning set
          forth in Section 7.1 hereof.

          (S)   "Pension  Plan"  shall  mean  any  tax-qualified,
          supplemental or excess benefit pension plan  maintained
          by  the Company and any other plan or agreement entered
          into  between  the Executive and the Company  which  is
          designed  to  provide the Executive  with  supplemental
          retirement benefits.

          (T)   "Person" shall mean any person, as such  term  is
          used  in  Sections 13(d) and 14(d) of the Exchange  Act
          (other than (A) the Company or its Affiliates, (B)  any
          trustee or other fiduciary holding securities under  an
          employee benefit plan of the Company or its Affiliates,
          and  (C) any corporation owned, directly or indirectly,
          by the stockholders of the Company in substantially the
          same  proportions  as  their ownership  of  the  Common
          Stock)

          (U)   "Potential Change in Control" shall be deemed  to
          have occurred if:

                     (I)   the  Company enters into an agreement,
               the  consummation  of which would  result  in  the
               occurrence of a Change in Control;
                     (II)  the  Company  or any  Person  publicly
               announces  an  intention to take  or  to  consider
               taking actions, including but not limited to proxy
               contests  or  consent  solicitations,  which,   if
               consummated, would constitute a Change in Control;

                     (III)      any Person becomes the Beneficial
               Owner,  directly or indirectly, of  securities  of
               the Company representing 15% or more of either the
               then  outstanding shares of common  stock  of  the
               Company  or  the  combined  voting  power  of  the
               Company's   then   outstanding   securities   (not
               including in the securities beneficially owned  by
               such  Person any securities acquired directly from
               the Company or its affiliates); or

                     (IV)  the Board adopts a resolution  to  the
               effect  that,  for purposes of this  Agreement,  a
               Potential Change in Control has occurred.

          (V)   "Retirement" shall be deemed the reason  for  the
          termination   by  the  Executive  of  the   Executive's
          employment   if   such  employment  is  terminated   in
          accordance   with  the  Company's  retirement   policy,
          including early retirement, generally applicable to its
          salaried employees.

          (W)   "Severance Payments" shall have the  meaning  set
          forth in Section 6.1 hereof.

          (X)  "Tax Counsel" shall have the meaning set forth  in
          Section 6.2 hereof.

          (Y)  "Term" shall mean the period of time described  in
          Section 2 hereof (including any extension, continuation
          or termination described therein).

          (Z)   "Total  Payments" shall mean  those  payments  so
          described in Section 6.2 hereof.

                         CNF INC.



                         By:    /s/ Gregory L. Quesnel
                                --------------------------------
                         Name:  Gregory L. Quesnel
                         Title: President and Chief Executive
Officer


                         EXECUTIVE



                         Name:  Eberhard G.H. Schmoller
                         Address:  409 Claremont Way
                                   Menlo Park, CA  94025


16chw2933
                                                        EXHIBIT A

                  WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me
by CNF Inc. (the "Company") of the "Severance Payments" (as
defined in the Amended and Restated Severance Agreement, dated as
of December 4, 2001, entered into between me and the Company (the
"Agreement")), I hereby waive any claims I may have for
employment or re-employment by the Company or any subsidiary of
the Company after the date hereof, and I further agree to and do
release and forever discharge the Company or any subsidiary of
the Company, and their respective past and present officers,
directors, shareholders, insurers, employees and agents from any
and all claims and causes of action, known or unknown, arising
out of or relating to my employment with the Company or any
subsidiary of the Company, or the termination thereof, including,
but not limited to, wrongful discharge, breach of contract, tort,
fraud, the Civil Rights Acts, Age Discrimination in Employment
Act, Employee Retirement Income Security Act of 1974, Americans
with Disabilities Act, or any other federal, state or local
legislation or common law relating to employment or
discrimination in employment or otherwise.

Notwithstanding the foregoing or any other provision hereof,
nothing in this Waiver and Release of Claims shall adversely
affect (i) my rights under the Agreement; (ii) my rights to
benefits other than severance benefits under plans, programs and
arrangements of the Company or any subsidiary or parent of the
Company which are accrued but unpaid as of the date of my
termination; or (iii) my rights to indemnification under any
indemnification agreement, applicable law and the certificates of
incorporation and bylaws of the Company and any subsidiary or
parent of the Company, and my rights under any director's and
officers' liability insurance policy covering me.

I acknowledge that I have signed this Waiver and Release of
Claims voluntarily, knowingly, of my own free will and without
reservation or duress, and that no promises or representations
have been made to me by any person to induce me to do so other
than the promise of payment set forth in the first paragraph
above and the Company's acknowledgment of my rights reserved
under the second paragraph above.

I understand that this release will be deemed to be an
application for benefits under the Agreement and that my
entitlement thereto shall be governed by the terms and conditions
of the Agreement and any applicable plan.  I expressly hereby
consent to such terms and conditions.

I acknowledge that I have been given not less than forty-five
(45) days to review and consider this Waiver and Release of
Claims (unless I have signed a written waiver of such review and
consideration period), and that I have had the opportunity to
consult with an attorney or other advisor of my choice and have
been advised by the Company to do so if I choose.  I may revoke
this Waiver and Release of Claims seven days or less after its
execution by providing written notice to the Company.

I acknowledge that it is my intention and the intention of the
Company in executing this Waiver and Release of Claims that the
same shall be effective as a bar to each and every claim, demand
and cause of action hereinabove specified.  In furtherance of
this intention, I hereby expressly waive any and all rights and
benefits conferred upon me by the provisions of SECTION 1542 OF
THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and
expressly I consent that this Waiver and Release of Claims shall
be given full force and effect according to each and all of its
express terms and provisions, including as well those related to
unknown and unsuspected claims, demands and causes of action, if
any, as well as those relating to any other claims, demands and
causes of action hereinabove specified.  SECTION 1542 provides:

     "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
     CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
     HER FAVOR AT TIME OF EXECUTING THE RELEASE, WHICH IF
     KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
     OR HER SETTLEMENT WITH THE DEBTOR."

I acknowledge that I may hereafter discover claims or facts in
addition to or different from those which I now know or believe
to exist with respect to the subject matter of this Waiver and
Release of Claims and which, if known or suspected at the time of
executing this Waiver and Release of Claims, may have materially
affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release
of Claims and understand all of its terms.


                              /s/ Eberhard G.H. Schmoller
                              ---------------------------------
                              Signature of Executive


                              Print Name


                              Date Signed

</TEXT>
</DOCUMENT>
