X0201 4 2004-03-15 0 0000023675 CNF INC CNF 0001202811 RATNATHICAM SANCHAYAN 0 1 0 0 Senior VP and CFO Phantom Stock 2004-03-15 4 A 0 4.78 33 A Common Stock 4.78 1582.177 I by Phantom Stock Series B Preferred Stock 2004-01-02 5 J 0 8.655 0 A Common Stock 8.655 212.3 I by 401(k) Shares of phantom stock are acquired on a 1-for1 basis either upon an election to convert a stated amount of their existing balance or through the reinvestment of dividend-equivalents under terms of the Deferred Compensation Plan. Phantom stock becomes payable, in cash or common stock at the discretion of the Compensation Committee, upon the reporting person's termination of employment. These shares were acquired under the CNF Thrift and Stock Plan as matching contributions and in lieu of cash dividends on Other Series B preferred. Each Series B share converts to 4.708 shares of common stock at the option of the Trustee. Upon termination of plan participation each Series B preferred share, with a market value of $152.10, is converted to the equivalent number of common shares, but in no event fewer than 4.708 shares. By: Gary S. Cullen, Atty-in-Fact For: Sanchayan C. Ratnathicam 2004-03-15