RATNATHICAM SANCHAYAN 4

4 · CNF INC · Filed Sep 16, 2003

Form 4

Period: 2003-09-15

Senior VP and CFO

Transactions

Other
Series B Preferred Stock
2003-06-30$152.10/sh+8.302$1,263→ 203.645 total(indirect: By 401(k))
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Convertible to Common (8.302 underlying)
Other
Common Stock
2003-06-13+45.12→ 6,595.484 total
Other
Common Stock
2003-09-15+7.662→ 1,106.947 total(indirect: By 401(k))
Other
Common Stock
2003-06-13+2.38→ 364.515 total
Award
Phantom Stock
2003-09-15$28.87/sh+5.428$157→ 1,572.626 total(indirect: DCP Plan-Phantom Stock Units)
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (5.428 underlying)

Holdings

Footnotes (6)

[F1]These shares were acquired in the first and second quarter of 2003 under the CNF dividend reinvestment plan.
[F2]Transfer of shares from direct holdings to a joint tenancy.
[F3]These shares were acquired under the CNF Thrift and Stock Plan at a price of $25.38 per share, in a transaction that was exempt f rom Section 16(b) by virture of Rule 16(b)-3.
[F4]These shares are held in a trust in which the reporting person and his spouse are the settlers, trustees and beneficiaries.
[F5]Column 2 = Phantom stock shares have a one for one conversion. Column 6 = Units of phantom stock are payable in shares of CNF stock following termination of the reporting person's employment with CNF. Column 7 = Acquired by reinvestment of dividend-equivalents on dividend date pursuant to CNF's deferred compensation plan.
[F6]Column 1 and 6 = Each Series B share converts (1) to 4.708 shares of common stock at the option of the Trustee; or (2) upon termination of plan participation by a participant credited with Series B preferred shares, for each such Series B preferred share, as many common shares as equal in their market value $152.10, but in no event less that 4.708 shares. Column 7 = These shares were acquired under the CNF Thrift and Stock Plan as matching contributions and in lieu of cash dividends on other Series B

Documents

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