Exhibit 10.6


                              AMENDMENT NO.  1
                                     TO
                            AMENDED AND RESTATED
                         2003 EQUITY INCENTIVE PLAN
                         FOR NON-EMPLOYEE DIRECTORS



The  Amended  and  Restated  2003  Equity  Incentive  Plan  for  Non-Employee
Directors,  dated  April  22,  2003  (the  "2003 Equity Incentive Plan"),  is
amended as follows:

1.   Grant of Restricted Stock

The Board of Directors of the Company has determined to amend the Amended and
Restated  2003  Equity Incentive Plan (i) to provide  for  annual  grants  of
restricted stock  having  a  value of $255,000 to the members of the Board of
Directors at the time of their  election or re-election to the Board, (ii) to
provide for transition grants of $20,000 and $40,000 for directors who, as of
April 2007, have one (1) or two (2) years until their election or re-election
to the Board, respectively, and (iii)  to  provide  for  pro  rata transition
grants  of  restricted  stock  to  newly  appointed  members of the Board  of
Directors, in each case effective for grants made in 2007 and thereafter.

In order to provide for granting of the restricted shares as described above,
Section 2(n) is amended to read as follows:

     (n)"Restricted  Stock Award Amount" means: for calendar  year  2007  and
        subsequent  calendar   years,  (i)  for  each  director  receiving  a
        Restricted Stock Award pursuant  to  Section 6(a)(i), an amount equal
        to $85,000 for each full year during the director's term (for a total
        of $255,000 for a three-year term), (ii)  for each Class II and Class
        III director receiving a Restricted Stock Award  pursuant  to Section
        6(a)(ii),  an  amount  equal  to $85,000 for each full year remaining
        until such director is next scheduled  for election or re-election to
        the Board (for a total of $85,000 for Class II directors and $170,000
        for Class III directors) and (iii) for each  newly-appointed director
        receiving a Restricted Stock Award pursuant to  Section 6(a)(iii), an
        amount  equal  to  $85,000  for each full year remaining  until  such
        director is next scheduled for  election,  plus a pro rata portion of
        $85,000 for each partial year remaining until  such  director is next
        scheduled for election.

     For purposes of this definition, a period of greater than  11  but  less
     than 12 months shall be considered a full year.

Additionally,  Section  6(a) is amended and restated in its entirety so as to
read as follows:

     (a)  Restricted Stock  Awards.    Subject  to Section 10 hereof, so long
          as there are sufficient shares of Stock  available  for issuance or
          transfer pursuant to Restricted Stock Awards under the Plan:

          (i) on the Restricted Stock Award Date in each year during the term
          of  the  Plan, commencing with the Restricted Stock Award  Date  in
          2007, each  Director  who  is elected or re-elected to the Board at
          the  annual  meeting  of  shareholders   during   such  year  shall
          automatically be granted an Award consisting of a number  of shares
          of  Restricted  Stock determined based on the applicable Restricted
          Stock Award Amount;

          (ii) in addition  to  the grants described in subsection (i) above,
          on the Restricted Stock  Award Date in 2007, each Class II Director
          and  each  Class III Director  then  serving  on  the  Board  shall
          automatically  be granted an Award consisting of a number of shares
          of Restricted Stock  determined  based on the applicable Restricted
          Stock Award Amount; and

          (iii)   at  any  time  in 2007 and thereafter,  upon  a  director's
          appointment to the Board,  such  director  shall  automatically  be
          granted  an  Award  consisting  of a number of shares of Restricted
          Stock  determined based on the applicable  Restricted  Stock  Award
          Amount.

2.   No Effect on Validity of Prior Grants

Nothing in this Amendment  shall  impair  or otherwise affect the validity of
grants made under the terms of the 2003 Equity  Incentive  Plan  as in effect
prior to the adoption of this Amendment.

3.   Effective Date; No Further Amendment

This  Amendment  shall  be  effective  as  of  December  4, 2006.  Except  as
expressly  amended  hereby, the 2003 Equity Incentive Plan remains  unchanged
and in full force and effect.


                               CON-WAY INC.

                               By:  /s/ Jennifer W. Pileggi
                                    -------------------------
                               Name:  Jennifer W. Pileggi
                               Title: Senior Vice President General
                                       Counsel and Secretary