UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549


                                FORM 8-K

                             CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

                          September 20, 2008
            ------------------------------------------------
            Date of Report (Date of earliest event reported)

                                Con-way Inc.
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

         Delaware               1-5046              94-1444798
         ----------             ------              ----------
        (State or other        (Commission         (IRS Employer
        jurisdiction of        File Number)        Identification
        incorporation or                              Number)
         organization)

       2855 Campus Drive, Suite 300, San Mateo, California 94403
      -----------------------------------------------------------
                (Address of principal executive offices)
                               (zip code)

          Registrant's telephone number, including area code:
                             (650) 378-5200


- -----------------------------------------------------------------------
     (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))




ITEM 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;  ELECTION OF
            DIRECTORS;  APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION
            ARRANGEMENTS OF CERTAIN OFFICERS.


(A)    EXECUTIVE SEVERANCE AGREEMENTS
       ------------------------------

The  Company  (or,  in the case of Messrs. Bianco, Labrie  and  Schmidt,  the
Company subsidiary that  employs  the  executive)  is  party  to  a severance
agreement with  each of the following  executive officers,  which agreements
prescribe certain severance  benefits to be provided to the executives in the
event of a change in control (as defined in the agreements).

Douglas W. Stotlar      President and Chief Executive Officer
Stephen L. Bruffett     Senior Vice President and Chief Financial Officer
Jennifer W. Pileggi     Senior Vice President and General Counsel
Robert L. Bianco        Senior Vice President
John G. Labrie          Senior Vice President
Herbert J. Schmidt      Senior Vice President
Kevin C. Schick         Vice President - Operational Accounting

Under the terms of the agreements, each of the executives named above  (other
than  Mr. Bruffett) is entitled to receive a severance payment equal to three
times annual  base salary and annual bonus, plus certain additional benefits,
in the event of  a qualifying termination of employment following a change in
control. Mr. Bruffett is entitled to receive a severance payment equal to two
times annual base  salary and annual bonus, plus certain additional benefits,
in the event of a qualifying  termination of employment following a change in
control. In addition, the agreements provide that the executives are entitled
to receive tax gross-up payments  from  the Company or Company subsidiary, as
applicable, to cover all excise taxes, if  any,  which are owed under Section
280G of the Internal Revenue Code as a result of the  severance  payments and
benefits.

Each  of  the severance agreements described above is currently scheduled  to
terminate on  December  31,  2009.   However, each agreement also contains an
"evergreen"  provision  that  will  automatically  extend  the  term  of  the
agreement for an additional year on January  1 of each year unless, not later
than September 30 of the preceding year, the executive  officer,  on  the one
hand,  or  the  Company  or  the Company subsidiary, on the other hand, gives
written notice to the other party  of  an intention not to extend the term of
the agreement.  As a result, absent any  such  notice, on January 1, 2009 the
term of each of the severance agreements described  above would automatically
be extended to December 31, 2010.

At a meeting held on September 20, 2008, the Compensation  Committee  of  the
Board of Directors of the Company authorized and directed the Company and the
relevant  Company subsidiaries to give the notices not to extend the terms of
the severance  agreements described above, and such notices have been sent to
the  executive officers.  However,  at  the  same  meeting  the  Compensation
Committee  authorized  the Company and Company subsidiaries to enter into new
severance  agreements with  the  executive  officers  named  above.  The  new
agreements will  contain the same terms as the existing agreements, except as
follows:

   (i) the  new  agreements  will  include  restrictive  covenants  regarding
        confidential information, non-solicitation and non-disparagement; and
   (ii)the  new  agreements  will  provide  for  an  automatic  reduction  in
        severance  benefits  to  the executive, if (A) the benefits otherwise
        payable to the executive would  be  subject  to  an  excise tax under
        Section  280G  of  the Internal Revenue Code, and (B) a reduction  in
        benefits of 10% or less  would result in the benefits no longer being
        subject to the 280G excise  tax. In these circumstances, the benefits
        to the executive would be reduced to the extent necessary (but not by
        more than 10%) so that the benefits  would  not be subject to Section
        280G excise tax.

The Company currently expects to provide new agreements to the executives for
signature before the end of calendar year 2008.

In  addition  to  the  executives  named  above, approximately  six  Level  3
executives  who currently have severance agreements  which  entitle  them  to
receive severance  payments  equal to two times annual base salary and annual
bonus,  plus certain additional  benefits,  in  the  event  of  a  qualifying
termination of employment following a change in control, have received notice
that the agreements will not be extended, and will be eligible to receive new
severance agreements containing the terms described above.



(B)    EQUITY AWARDS TO STEPHEN L. BRUFFETT
       ------------------------------------

As disclosed  in  the  Company's Report on Form 8-K filed on August 14, 2008,
the Company's new Senior  Vice President and Chief Financial Officer, Stephen
L. Bruffett, is to receive  a  one-time  signing grant of (i) 7,000 shares of
restricted stock that will vest in full upon  the  third  anniversary  of the
date  of  grant, and (ii) 10,000 stock options that will vest in equal annual
installments  and  have  a  10-year  term. At a meeting held on September 20,
2008, the Compensation Committee awarded these grants to Mr. Bruffett.



                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         Con-way Inc.
                        ------------
                        (Registrant)

September 25, 2008      /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President, General Counsel
                        and Corporate Secretary




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