Exhibit 10.1


                               AMENDMENT NO. 1
                                     TO
              THE CON-WAY INC. 2005 DEFERRED COMPENSATION PLAN
                      FOR EXECUTIVES AND KEY EMPLOYEES
               AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008



     The Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key
Employees, Amended and Restated January 1, 2008 (the "Plan"), is amended as
follows, pursuant to Section 11.2, effective June 22, 2008.  Capitalized
terms used herein and not otherwise defined shall have the meanings given to
such terms in the Plan.

     Section 1.2 of the Plan provides for the definition of Annual Bonus.  In
order to expand the definition of Annual Bonus to allow for the availability
of certain additional deferrals under the Plan, Section 1.2 is amended to
read as follows:

     "1.2  "Annual   Bonus" means any and all bonuses or incentive
           compensation, other than  a  Value Management Award, earned by a
           Participant in a Plan Year (whether or not earned on the  basis  of
           services performed  over an annual period) under any cash bonus or
           incentive plan or program of the Company or any subsidiary, and
           whether or not paid in such Plan Year."

     Section 3.3(b) of the Plan provides for the timing  of  a  Participant's
deferral election for Annual Bonus earned in a given year.  Given the
expansion of the definition of Annual Bonus provided for in this Amendment
No. 1 and in order to comply with Code Section 409A and the regulations  and
Internal Revenue Service guidance thereunder, Section 3.3(b) is amended to
read as follows:

     "(b)  Annual Bonus Deferrals.  Except  for  the  first  year's deferral
     election, which is governed by Section 2.2, the Participant  may  make a
     deferral  election for Annual Bonus earned in a given year by delivering
     to the Committee  a  completed  and  signed  Election  Form prior to the
     beginning of each Plan Year."

     Section 3.3(d) of the Plan provides for subsequent elections  or changes
to  certain  deferral elections.  Given the expansion of the definition  of
Annual Bonus provided for in this Amendment No. 1 and in order to comply with
Code Section 409A and the regulations and Internal Revenue Service guidance
thereunder, Section 3.3(d) is amended to read as follows:

     "(d) Subsequent Elections or Changes.  In  addition,  the Company may in
     its  sole discretion allow a Participant to make or change an election
     under subsection  (c) at a later time, provided that the Company has
     determined that such compensation has not become both substantially
     certain to be paid and readily ascertainable and provided further that
     any election  or change in election must be made not later than 6 months
     before the end of the performance period."



                                    CON-WAY INC.


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

                                    Date:  June 22, 2008