[CNF LOGO]
April 4, 1997
EBERHARD G.H. SCHMOLLER
Secretary
Dear Fellow Employee:
You should have already received proxy materials for the Consolidated
Freightways, Inc. (dba CNF Transportation Inc.) Annual Meeting of Shareholders
to be held on April 28, 1997, which were sent to you as a participant in the
Consolidated Freightways, Inc. Thrift and Stock Plan. Included in those
materials was a blue-striped card for your use in instructing T. Rowe Price
Trust Company, the Plan trustee, as to how you wish the shares of Consolidated
Freightways, Inc. credited to your account to be voted.
Due to a clerical error, the blue-striped instruction card was inadvertently
included in the proxy materials previously sent to you. Enclosed is the
corrected instruction card, which has a red stripe, as well as a duplicate copy
of the preferred stock direction form previously sent to you. Also enclosed is
an envelope to forward your instructions to First Chicago Trust Company of New
York, the Company's stock transfer agent. IF YOU HAVE ALREADY GIVEN YOUR VOTING
INSTRUCTIONS USING THE BLUE-STRIPED CARD, YOU MUST COMPLETE AND RETURN THE
ENCLOSED RED-STRIPED CARD, SINCE ALL VOTING INSTRUCTIONS RECEIVED ON THE
BLUE-STRIPED CARD WILL BE DISREGARDED.
In order to vote the shares credited to your account, you must complete and
return the enclosed red-striped card giving the trustee specific voting
instructions for the common and preferred shares. If you wish, you may sign and
return the red-striped card without giving specific voting instructions and the
shares will be voted as recommended by the Consolidated Freightways, Inc. Board
of Directors. The red-striped card will direct the trustee to vote both the
common and the preferred shares of stock credited to your account. If you wish
to vote the preferred shares differently than the common shares, you must also
complete the enclosed duplicate preferred stock direction form and return it to
First Chicago Trust Company of New York, along with the red-striped card. Under
the terms of the Plan, the trustee votes the shares of each class of stock
credited to your account for which it does not receive valid voting instructions
on a timely basis in the same manner and proportion as the shares in such class
of stock for which it does receive valid voting instructions.
Your red-striped card and, if you wish to vote your preferred shares
differently, your duplicate preferred stock direction form, must be returned
directly to First Chicago Trust Company of New York, the Company's stock
transfer agent. Your instructions will be treated confidentially by the transfer
agent and the trustee. IN ORDER FOR THE TRUSTEE TO COMPLY WITH YOUR
INSTRUCTIONS, FIRST CHICAGO TRUST COMPANY MUST RECEIVE YOUR COMPLETED
RED-STRIPED INSTRUCTION CARD AND, IF APPLICABLE, YOUR DUPLICATE PREFERRED STOCK
DIRECTION FORM, NO LATER THAN APRIL 22, 1997.
Sincerely,
/s/EBERHARD G.H. SCHMOLLER
3240 HILLVIEW AVENUE, PALO ALTO, CA 94304, 415-494-2900
