EXHIBIT 4(m)
TRUST AGREEMENT
OF
CNF TRUST II
THIS TRUST AGREEMENT is made as of May 29, 1998 (this "Trust Agreement"),
by and among CNF Transportation Inc., a Delaware corporation, as Sponsor (the
"Sponsor"), First Chicago Delaware Inc., a Delaware corporation, as trustee
("Delaware Trustee"), and R. ▇▇▇ ▇▇▇▇▇▇▇, as trustee (the Delaware Trustee and
R. ▇▇▇ ▇▇▇▇▇▇▇ being hereinafter jointly referred to as the "Trustees"). The
Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "CNF Trust II" (the
"Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
▇▇▇ and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Sponsor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Sponsor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (S) 3801, et seq. (the "Business Trust Act"), and that
------- -------
this document constitute the governing instrument of the Trust. The Trustees
are hereby authorized and directed to execute and file a certificate of trust
with the Delaware Secretary of State in such form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration satisfactory to each such party and substantially
in the form to be included as an exhibit to the Registration Statement on Form
S-3, including any subsequent registration statements filed under Rule 462(b)
(collectively, the "1933 Act Registration Statement") referred to below, or in
such other form as the Trustees and the Sponsor may approve, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Trust Agreement or
Declaration, the Trustees shall not have any duty or obligation hereunder or
with respect of the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.
4. The Sponsor and the Trustees hereby authorize and direct the Sponsor,
as the sponsor of the Trust, (i) to file with the Securities and Exchange
Commission (the "Commission") and to execute, in the case of the 1933 Act
Registration Statement and 1934 Act Registration Statement (as herein defined),
on behalf of the Trust, (a) the 1933 Act Registration Statement, including pre-
effective or post-effective amendments to such
Registration Statement, relating to the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of the Preferred Securities of the
Trust, (b) any preliminary prospectus or prospectus or supplement thereto
relating to the Preferred Securities required to be filed pursuant to Rule 424
under the 1933 Act, and (c) a Registration Statement on Form 8-A or other
appropriate form (the "1934 Act Registration Statement") (including all pre-
effective and post-effective amendments thereto) relating to the registration
of the Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock
Exchange and execute on behalf of the Trust a listing application and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the New York Stock Exchange; (iii) to file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to execute, deliver
and perform on behalf of the Trust an underwriting agreement with the Sponsor
and the underwriter or underwriters of the Preferred Securities of the Trust;
(v) to execute, deliver and perform on behalf of the Trust a purchase
agreement with the Sponsor for the purchase by the Trust of certain debt
securities to be issued by the Sponsor; and (vi) to execute, deliver and
perform on behalf of the Trust, a common securities purchase agreement with
the Sponsor for the purchase by the Sponsor of the common securities to be
issued by the Trust. In the event that any filing referred to in clauses (i)-
(iii) above is required by the rules and regulations of the Commission, the
New York Stock Exchange or state securities or Blue Sky laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacities as
trustees of the Trust, are hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Delaware Trustee, in its capacity as trustee of the
Trust, shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the New York Stock Exchange or state securities or Blue Sky
laws. In connection with all of the foregoing, each of the Trustees, solely in
their capacities as trustees as the Trust, and the Sponsor hereby constitutes
and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
and R. ▇▇▇ ▇▇▇▇▇▇▇ and as his or its, as the case may be, true and lawful
attorney-in-fact and agent, with full power of substitution and
resubsititution for the Sponsor or such Trustee or in the Sponsor's or such
Trustee's name, place and stead, in any and all capacities, to sign any and
all amendments (including all pre-effective and post-effective amendments) to
the 1933 Act Registration Statement and the 1934 Act Registration Statement
and to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Commission, granting unto each said attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as the Sponsor or such Trustee might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent or his respective substitute or substitutes, shall do or cause to be
done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
7. First Chicago Delaware Inc., in its capacity as Delaware Trustee, shall
not have the powers or duties of the Trustees set forth herein (except as may be
required under the Business Trust Act) and shall be a trustee hereunder for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (with regard to conflict of laws
principles).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
CNF TRANSPORTATION, INC.,
as Sponsor
By: /s/ R. ▇▇▇ ▇▇▇▇▇▇▇
_______________________________
Name: R. ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FIRST CHICAGO DELAWARE INC., not
in its individual capacity but solely
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
/s/ R. ▇▇▇ ▇▇▇▇▇▇▇
__________________________________
R. ▇▇▇ ▇▇▇▇▇▇▇, not in his individual
capacity but solely as Trustee