X0202 4 2005-09-15 0 0000023675 CNF INC CNF 0001311702 Stotlar Douglas 3240 HILLVIEW AVENUE PALO ALTO CA 94304 1 1 0 0 Director, President & CEO Phantom Stock 2005-09-15 4 A 0 10.638 50.24 A Common Stock 10.638 5354.991 D Series B Preferred Stock 2005-07-01 5 J 0 9.0527 152.1 A Common Stock 9.0527 222.0582 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. 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, Attorney-in-Fact For: Douglas W. Stotlar 2005-09-15