CORRESP 1 filename1.txt JENNIFER W. PILEGGI CON-WAY INC. 2855 CAMPUS DRIVE, SUITE 300 SAN MATEO, CA 94403 650-378-5200 January 10, 2008 VIA EDGAR Daniel Morris Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3561 RE: Con-way Inc. Definitive Proxy Statement on Schedule 14A Filed on March 9, 2007 File No. 001-05046 Dear Mr. Morris: Con-way Inc. (the "Company") is submitting this supplemental letter in response to the written comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") contained in your letter dated December 10, 2007 (the "Comment Letter"), with respect to the Definitive Proxy Statement on Schedule 14A filed by the Company with the Commission on March 9, 2007 (File No. 001-05046) (the "Proxy Statement"). This letter responds to comment 3 of the Comment Letter. For the convenience of the Staff, comment 3 from the Comment Letter is restated in bold italics prior to the Company's response. Capitalized terms used but not defined in this letter have the meanings given to those terms in the Proxy Statement. 3. You have not disclosed all of the necessary targets to be achieved in order for your executive officers to earn their incentive compensation. While we note your response to prior comment 6, causal connection between the disclosure of all performance targets and any competitive harm is not clear. If you believe that certain of your performance targets may be omitted due to the risk of competitive harm, please provide additional detailed analysis in support of this conclusion. We request that you address, with greater specificity, how the disclosure of performance targets might be expected to affect the particular business decisions of your competitors and, in so doing, place you at a competitive disadvantage. Refer to Instruction 4 of Item 402(b) of Regulation S-K. Please refer to prior comment 6 for additional guidance, as appropriate. RESPONSE: In its 2008 proxy statement the Company agrees to disclose all performance targets in accordance with Item 402(b) of Regulation S- K. In subsequent filings, the Company will disclose all performance targets in accordance with Item 402(b) of Regulation S-K unless, as to any performance targets adopted after the date of this letter, the Company has previously provided to the Staff an analysis acceptable to the Staff articulating with specificity how the disclosure of such performance targets might be expected to place us at a competitive disadvantage. The undertaking in the prior sentence shall not be deemed to constitute a waiver of the Company's rights under the federal securities laws, the rules of the Commission or otherwise. * * * If you have any questions or comments regarding the foregoing or need any additional information, please contact the undersigned at (650) 378-5326. Very truly yours, /s/ Jennifer W. Pileggi Jennifer W. Pileggi Senior Vice President, General Counsel and Secretary