CNF INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>20
<FILENAME>ex1019.txt
<TEXT>
Schedule to Form of Menlo Worldwide Forwarding, Inc. Severance Agreement

As of the date hereof, each of the following officers of Menlo Worldwide
Forwarding, Inc. ("MWFI"), a subsidiary of CNF Inc., is a party to a
Severance Agreement with MWFI in the form attached:

Date of Agreement             Name of Officer

November 3, 2000              Eric W. Kirchner
October 9, 2000               Gerard Trimarco



                       SEVERANCE AGREEMENT

THIS  AGREEMENT, dated as of DATE, is made by and  between  Emery
Air   Freight   Corporation  (the  "Company"),  a  wholly   owned
subsidiary  of  CNF  Transportation Inc., a Delaware  corporation
("CNF"), and NAME (the "Executive").

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 of the Company;

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  the date hereof and shall continue  in  effect
     through   December   31,  200X;  provided,   however,   that
     commencing   on  January  1,  200X,  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 of the Company  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 of the Company occurred.

     Notwithstanding anything in this Agreement to the  contrary,
     unless  a  Change in Control of the Company  has  previously
     occurred,  this  Agreement shall terminate,  and  be  of  no
     further force or effect, upon the occurrence of a "Change in
     Control"  of CNF (within the meaning of Section  15  of  the
     severance agreement between the Executive and CNF  dated  as
     of  DATE (the "CNF Severance Agreement")), provided that the
     CNF  Severance Agreement remains in effect at  the  time  of
     such Change in Control of CNF.

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 of
     the  Company 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 of the Company 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  of  the
     Company,  (ii)  the  date  of a Change  in  Control  of  the
     Company,  (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 of the Company  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  of  the
          Company 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  of the Company, together with all compensation
          and  benefits payable to the Executive through the Date
          of   Termination  under  the  terms  of  CNF's  or  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
          of the Company.

          5.3   If the Executive's employment shall be terminated
          for  any  reason following a Change in Control  of  the
          Company and during the Term, the Company shall pay,  or
          shall  make satisfactory arrangements with CNF to  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, CNF's or 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  of  the
          Company.

6.   Severance Payments.

          6.1    If  the  Executive's  employment  is  terminated
          following a Change in Control of the Company 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 of the Company  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 of the  Company
          but  prior  to  a  Change  in Control  of  the  Company
          (whether or not a Change in Control of the Company 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 of the  Company,  (ii)
          during the Term the Executive terminates his employment
          for Good Reason following a Potential Change in Control
          of  the Company but prior to a Change in Control of the
          Company  (whether  or not a Change in  Control  of  the
          Company  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  of  the
          Company  (whether  or not a Change in  Control  of  the
          Company ever occurs).

                     (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 two 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 of the Company  and
               (ii)  the highest of (1) the average annual  bonus
               earned  by  the Executive pursuant to  any  annual
               bonus  or incentive plan maintained by CNF or  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
               of  the Company 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 twenty-four (24) 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 of  the  Company,  at  no
               greater cost to the Executive than the cost to the
               Executive  immediately  prior  to  such  Date   of
               Termination  or Change in Control of the  Company;
               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 twenty-four
               (24)   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  of  the  Company.  If the Executive  dies
               during the twenty-four (24) 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
               twenty-four (24) month period.

                     (C)   For the twenty-four (24) month  period
               immediately following the Date of Termination, the
               Company  shall provide health and dental  benefits
               to  the  Executive  and his dependents  under  the
               terms  of CNF's or the Company's health and dental
               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   of  the  Company.   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 of the Company.  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 the remainder of the twenty-four (24)
               month period on the same basis as if the Executive
               had survived throughout that period.

                     (D)   The Company shall provide outplacement
               services  determined by the Company to be suitable
               to  the  Executive's position for a period of  one
               (1)   year  following  the  Executive's  Date   of
               Termination.

               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   of   the  Company  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
               of  the Company 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  of  the  Company,   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) and  (C)
          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
          of  the  Company  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 of the Company 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, CNF or 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  CNF  and
          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 of the Company, 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:

                         Emery Air Freight Corporation
                         One Lagoon Drive, Ste. 400
                         Redwood City, California  94065
                         Attention: Vice President and Corporate Counsel

11.  Miscellaneous.   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 of
     the  Company, 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  Redwood  City,
          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)   "Board" shall mean the Board of Directors of  the
          Company.

          (E)   "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.

          (F)   A  "Change in Control of the Company"  means  the
          occurrence of any one of the following events:

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

          (II) the sale of all or substantially all of the assets
               of the Company; or

          (III)      any  other transaction or course  of  action
               engaged in, directly or indirectly, by the Company
               or  CNF that has a substantially similar effect as
               the transactions of the type referred to in clause
               (I) or (II) above.

          The  foregoing notwithstanding, a Change in Control  of
          the Company shall not be deemed to have occurred (A) by
          reason  of  the occurrence of a "Change in Control"  of
          CNF  (within  the  meaning of Section  15  of  the  CNF
          Severance  Agreement), (B) except  in  the  case  of  a
          transaction described in clause (II) above, so long  as
          CNF   or   any  of  its  Affiliates,  individually   or
          collectively,  own  the  then  outstanding  shares   of
          capital stock of the Company having 50% or more of  the
          then   existing   voting  power  of   all   outstanding
          securities of the Company, (C) in the event of the sale
          of  shares  of  capital stock of  the  Company  to  any
          trustee or other fiduciary holding securities under  an
          employee  benefit  plan of the  Company  or  any  other
          Affiliate  of CNF, or (D) in the event of the  sale  or
          distribution of shares of capital stock of the  Company
          to  shareholders of CNF, or the sale of assets  of  the
          Company  to  any  corporation or  other  entity  owned,
          directly or indirectly, by the shareholders of CNF,  in
          either  case  in substantially the same proportions  as
          their ownership of stock in CNF.

     (G)  "CNF"  shall  mean  CNF  Transportation  Inc.  and  any
          successor to its business and/or assets.

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

          (I)  "Company" shall mean Emery Air Freight Corporation
          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 $1.00 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 of the Company 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 of the Company, to
               assume   this   Agreement  and   all   obligations
               hereunder,  as  of  the date  of  such  Change  in
               Control of the Company;

                     (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 of  the
               Company;

                     (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 of the  Company),
               each  as in effect immediately prior to the Change
               in  Control  of  the Company 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 of the Company, 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 of  the
               Company;

                    (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 CNF's  or  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 of the Company (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 of  the
               Company, 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.

          (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  CNF  or 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 of the Company" shall
          be deemed to have occurred if:

                     (I)   CNF  or  the Company  enters  into  an
               agreement, the consummation of which would  result
               in  the  occurrence of a Change in Control of  the
               Company; or

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












17chw3189r
                                                        EXHIBIT A

                  WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me
by   Emery  Air  Freight  Corporation  (the  "Company")  of   the
"Severance  Payments"  (as  defined in the  Severance  Agreement,
dated  as  of DATE, 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.




</TEXT>
</DOCUMENT>
