EXHIBIT 99.4





                              2007 AMENDMENT TO
                           THE 1998 RESTATEMENT OF
            THE CON-WAY DEFERRED COMPENSATION PLAN FOR EXECUTIVES
                              (FORMERLY CALLED
           THE CNF INC. DEFERRED COMPENSATION PLAN FOR EXECUTIVES)


                                  Preamble

     The  1998  Restatement  of  the  CNF Inc. Deferred Compensation Plan for
Executives  (the  "Plan")  was  executed as  of  December  8,  1997  and  was
subsequently amended six times prior to October 3, 2004.  Section 409A of the
Internal Revenue Code provides that  income  under  a  nonqualified  deferred
compensation  plan  (such  as the Plan) is subject to tax at the time of  the
deferral  unless  the  nonqualified   deferred  compensation  plan  meets  an
extensive new set of rules.  Section 409A  is  effective for amounts deferred
in taxable years beginning after December 31, 2004.   Section  409A  does not
apply to amounts deferred in prior taxable years unless the plan under  which
the deferral is made is materially modified after October 3, 2004.

     Con-way  adopted  a  2005  Deferred Compensation Plan for Executives (as
amended from time to time, the "2005  Plan")  to  provide  for  deferrals  in
taxable  years  beginning  after  December  31,  2004.   Con-way continues to
maintain  the  Plan,  but  intends  not to materially modify the  Plan  after
October  3, 2004 and intends not to allow  deferrals  under  the  Plan  after
December 31, 2004.

     In December of 2004, Con-way executed Amendment No. 7 to make clear that
certain deferrals  were  subject to the 2005 Plan rather than the Plan.  This
2006 Amendment supersedes  and restates Amendment No. 7.  This 2007 Amendment
also changes the Plan's notional  investment  measures.   Proposed Regulation
*1.409A-6(a)(4)(iv) provides that a change to notional investment measures is
not a material modification.

     Capitalized terms used in this 2007 Amendment without  definition  shall
have the meanings given to those terms in the Plan.

                                  Amendment

     The Plan is hereby amended as follows, pursuant to Section 11.2:

     1.   The  name  of the Plan is changed to the Con-way Inc. 1998 Deferred
Compensation Plan for Executives, effective April 18, 2006.

     2.   The 2005 and 2006 portions of the Value Management Awards that were
subject to deferral elections  made  in December of 2002 and December of 2003
for cycles that end on December 31, 2005  and  December 31, 2006 shall not be
governed by the Plan, but shall be governed by the 2005 Plan.

     3.   The third sentence of Section 3.3(b) of  the Plan provides that the
amount subject to an Investment Change shall be transferred  first  from such
Participant's earliest deferral under the Plan and thereafter from subsequent
deferrals  under the Plan in the order in which they were elected.  Effective
upon adoption  of  this  2007 Amendment, the Participant may elect to convert
all or a portion of one or more Plan Year Account Balances into Phantom Stock
Units, in any order selected by the Participant.

     4.Section 3.6(a) of the  Plan provides that a Participant's Cash Account
shall be credited with interest  based on the Moody's Seasoned Corporate Bond
Rate or such other rate as the Committee may determine in its sole discretion
prior to the beginning of a Plan Year.  Effective upon execution of this 2007
Amendment, a Participant may elect  to have one or more funds selected by the
Participant from a list of available funds apply to all or any portion of the
Participant's Cash Account. After  any   such election becomes effective, the
portion  of  Participant's  Cash Account will  no  longer  be  credited  with
interest based on the Moody's  Seasoned  Corporate  Bond  Rate (or such other
rate  as  the  Committee may determine in its sole discretion  prior  to  the
beginning of a Plan  Year),  and  the performance  of  the funds selected  by
the Participant will  determine  the   gains   or   losses   that   will   be
attributed  to that portion of such  Participant's  Cash Account. The list of
available funds  will  be  those  designated  by  the  Con-way Administrative
Committee under the 2005 Plan, and the Participant may select  from among the
available funds under procedures substantially similar to the procedures that
apply under the 2005 Plan.

     5.   Any election made pursuant to Section 4 above shall take  effect as
of  the date that the election is made and shall be irrevocable.  Installment
payouts  shall  be  determined  based  on  the value of the Plan Year Account
Balance ten days prior to each installment payment  date.  The amount of each
installment payment made with respect to each Plan Year Account Balance shall
be determined by dividing the Participant's Plan Year  Account Balance by the
number  of  the  remaining  installment payments (including  the  installment
payment being made at that time).

                                Saving Clause

     Con-way intends the Plan  not  to be subject to the requirements of Code
Section 409A.  Accordingly, Con-way intends  this  2007 Amendment not to be a
material modification of the Plan.  If any provision  in  this 2007 Amendment
would constitute a material modification, that provision shall  be  void, and
the rest of this 2007 Amendment shall continue in effect.

     IN WITNESS WHEREOF, Con-way Inc. has executed this 2007 Amendment.

                               CON-WAY INC.


                               By:
                                 Jennifer W. Pileggi, Senior Vice President,
                                 General Counsel and Secretary

                                 Dated:  _________________, 2007