EXHIBIT 99.5




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


                                  Preamble

     The   1998   Restatement   of   the  CNF  Transportation  Inc.  Deferred
Compensation Plan for Directors (the "Plan")  was  executed  as  of  December
1997.  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 Non-Employee
Directors  (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.

     This  2007  Amendment  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 6.2:

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

     2.   Section 3.6(a)  of  the  Plan provides that a Participant's Account
Balance shall be credited with interest  based on the published prime rate of
the Bank of America as of the last day of  each  calendar quarter.  Effective
upon execution of this 2007 Amendment, a Participant may elect to have one or
more funds, as selected by the Participant from a  list  of  available funds,
apply to all or any portion of the Participant's Account Balance  (other than
any portion that has been transferred to a Phantom Stock Account). After  any
such election becomes effective, that portion of the Account Balance  will no
longer  be  credited  with  interest based on the published prime rate of the
Bank  of  America as of the last  day  of  each  calendar  quarter,  and  the
performance   of  the funds selected  by the Participant will  determine  the
gains   or  losses   that   will   be  attributed  to  that  portion  of  the
Participant's  Account  Balance.  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.

     3.   Any election  made pursuant to Section 2 above shall take effect on
the date that the election  is  made  and  shall  be irrevocable. Installment
payouts made under the Plan 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).

     4.   In  addition,  effective upon execution of this 2007 Amendment,  if
permitted  by  the  Directors  Affairs  Committee,  each  currently  eligible
Participant who has an Account Balance shall have the opportunity to elect to
transfer all or a portion  of such Participant's Account Balance to a Phantom
Stock Account, under procedures  substantially  similar  to the procedures in
effect under the 2005 Plan.

                                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