X0202 4 2005-01-24 0 0000023675 CNF INC CNF 0001186420 WAYMAN ROBERT PAUL C/O HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO CA 94304 1 0 0 0 Common Stock 2005-01-01 4 D 0 499 0 D 2257 D Non-qulaified stock option (right to buy) 50.1 2005-01-01 4 D 0 2500 0 D 2015-01-01 Common Stock 2500 0 D Stock option and restricted stock grants cancelled upon mutual agreement in connection with change in Company's director compensation policy. No consideration was received at the time of cancellation, although directors serving on the Company's Board of Directors in April 2005 will receive grants of restricted stock. Each option granted under the Plan shall vest and become exercisable as to 1/12 of the shares covered thereby on a monthly basis such that the option will be fully exercisable one year after its date of grant. Gary S. Cullen, Attorney-in-Fact, Robert P. Wayman 2004-01-27