10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period From          to

Commission File Number 1-5046

Con-way Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-1444798
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2211 Old Earhart Road, Suite 100, Ann Arbor, MI (Address of principal executive offices)	48105 (Zip Code)

Registrant’s telephone number, including area code: (734) 994-6600

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock ($.625 par value)	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

7.25% Senior Notes due 2018

6.70% Senior Debentures due 2034

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

Aggregate market value of the registrant’s common stock held by persons other than Directors, Officers and those shareholders holding more than 5% of the outstanding voting stock, based upon the closing price per share on June 30, 2010: $1,090,126,767

Number of shares of common stock outstanding as of January 31, 2011: 55,075,982

DOCUMENTS INCORPORATED BY REFERENCE
Part III

Proxy Statement for Con-way’s Annual Meeting of Shareholders to be held on May 10, 2011 (only those portions referenced specifically herein are incorporated in this Form 10-K).

Con-way Inc.

FORM 10-K

Year Ended December 31, 2010

Table of Contents

Item		Page
PART I
1.	Business		3
1A.	Risk Factors		6
1B.	Unresolved Staff Comments		10
2.	Properties		10
3.	Legal Proceedings		11
4.	[Removed and Reserved]		11
	Executive Officers of the Registrant		11
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		12
6.	Selected Financial Data		14
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
7A.	Quantitative and Qualitative Disclosures About Market Risk.		34
8.	Financial Statements and Supplementary Data		36
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		74
9A.	Controls and Procedures		74
9B.	Other Information		74
PART III
10.	Directors, Executive Officers and Corporate Governance		75
11.	Executive Compensation		75
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		75
13.	Certain Relationships and Related Transactions, and Director Independence		75
14.	Principal Accountant Fees and Services		75
PART IV
15.	Exhibits and Financial Statement Schedules		75
EX-10.65
EX-10.66
EX-10.73
EX-10.74
EX-10.75
EX-10.76
EX-12
EX-21
EX-23
EX-31
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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Con-way Inc.

FORM 10-K

Year Ended December 31, 2010

PART I

ITEM 1.   BUSINESS

Overview

Con-way Inc. was incorporated in Delaware in 1958. Con-way Inc. and its subsidiaries (“Con-way” or “the Company”) provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing.

Information Available on Website

Con-way makes available, free of charge, on its website at “www.con-way.com,” under the headings “Investors/Annual Reports & SEC Filings,” copies of its annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and any amendments to those reports, in each case as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission.

In addition, Con-way makes available, free of charge, on its website at “www.con-way.com,” under the headings “Investors/Corporate Governance,” current copies of the following documents: (1) the charters of the Audit, Compensation, and Governance and Nominating Committees of its Board of Directors; (2) its Corporate Governance Guidelines; (3) its Code of Ethics for Chief Executive and Senior Financial Officers; (4) its Code of Business Conduct and Ethics for Directors; and (5) its Code of Ethics for Employees. Copies of these documents are also available in print to shareholders upon request, addressed to the Corporate Secretary at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.

None of the information on Con-way’s website shall be deemed to be a part of this report.

Regulatory Certifications

In 2010, Con-way filed the written affirmations and Chief Executive Officer certifications required by Section 303A.12 of the NYSE Listing Manual and Section 302 of the Sarbanes-Oxley Act.

Reporting Segments

For financial reporting purposes, Con-way is divided into four reporting segments: Freight, Logistics, Truckload, and Other. For financial information concerning Con-way’s geographic and reporting-segment operating results, refer to Note 14, “Segment Reporting,” of Item 8, “Financial Statements and Supplementary Data.”

Freight

The Freight segment consists of the operating results of the Con-way Freight business unit. Con-way Freight is a less-than-truckload (“LTL”) motor carrier that utilizes a network of freight service centers to provide regional, inter-regional and transcontinental less-than-truckload freight services throughout North America. The business unit provides day-definite delivery service to manufacturing, industrial and retail customers.

LTL carriers transport shipments from multiple shippers utilizing a network of freight service centers combined with a fleet of linehaul and pickup-and-delivery tractors and trailers. Freight is picked up from customers and consolidated for shipment at the originating service center. The freight is then loaded into trailers and transported to the destination service center providing service to the delivery area. From the destination service

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center, the freight is delivered to the customer. Typically, LTL shipments weigh between 100 and 15,000 pounds. In 2010, Con-way Freight’s average weight per shipment was 1,290 pounds.

The LTL trucking environment is highly competitive. Principal competitors of Con-way Freight include regional and national LTL companies, some of which are subsidiaries of global, integrated transportation service providers. Competition is based on freight rates, service, reliability, transit times and scope of operations.

Logistics

The Logistics segment consists of the operating results of the Menlo Worldwide Logistics business unit. Menlo Worldwide Logistics develops contract-logistics solutions, which can include managing complex distribution networks, and providing supply-chain engineering and consulting, and multimodal freight brokerage services. The term “supply chain” generally refers to a strategically designed process that directs the movement of materials and related information from the acquisition of raw materials to the delivery of products to the end-user.

Menlo Worldwide Logistics’ supply-chain management offerings are primarily related to transportation-management and contract-warehousing services. Transportation management refers to the management of asset-based carriers and third-party transportation providers for customers’ inbound and outbound supply-chain needs through the use of logistics management systems to consolidate, book and track shipments. Contract warehousing refers to the optimization and operation of warehouses for customers using technology and warehouse-management systems to reduce inventory carrying costs and supply-chain cycle times. For several customers, contract-warehousing operations include light assembly or kitting operations. Menlo Worldwide Logistics’ ability to link these systems with its customers’ internal enterprise resource-planning systems is intended to provide customers with improved visibility to their supply chains. Compensation from Menlo Worldwide Logistics’ customers takes different forms, including cost-plus, transactional, fixed-dollar, gain-sharing and consulting-fee arrangements.

Menlo Worldwide Logistics provides its services using a customer- or project-based approach when the supply-chain solution requires customer-specific transportation management, single-client warehouses, and/or single-customer technological solutions. However, Menlo Worldwide Logistics also utilizes a shared-resource, process-based approach that leverages a centralized transportation-management group, multi-client warehouses and technology to provide scalable solutions to multiple customers. Additionally, Menlo Worldwide Logistics segments its business based on customer type. These industry-focused groups leverage the capabilities of personnel, systems and solutions throughout the organization to give customers expertise in specific automotive, high-tech, government and consumer-products sectors.

In 2010, Menlo Worldwide Logistics’ largest customer accounted for 6.6% of the consolidated revenue of Con-way. Four customers collectively accounted for 48.1% of the revenue and 18.7% of net revenue (revenue less purchased transportation) reported for the Logistics reporting segment in 2010.

There are numerous competitors in the contract-logistics market that include domestic and foreign logistics companies, the logistics arms of integrated transportation companies, and contract manufacturers. However, Menlo Worldwide Logistics primarily competes against a limited number of major competitors that have sufficient resources to provide services under large logistics contracts. Competition for projects is generally based on price and the ability to rapidly implement technology-based transportation and logistics solutions.

Truckload

The Truckload segment consists of the operating results of the Con-way Truckload business unit. Con-way Truckload is a full-truckload motor carrier that utilizes a fleet of tractors and trailers to provide short- and long-haul, asset-based transportation services throughout North America. Con-way Truckload provides dry-van transportation services to manufacturing, industrial and retail customers while using single drivers as well as two-person driver teams over long-haul routes, with each trailer containing only one customer’s goods. This origin-to-destination freight movement limits intermediate handling and is not dependent on the same network of locations utilized by LTL carriers. On average, Con-way Truckload transports shipments more than 800 miles from origin to destination. Under its regional service offering, Con-way Truckload transports truckload shipments of less than 600 miles, including local-area service for truckload shipments of less than 100 miles.

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Con-way Truckload offers “through-trailer” service into and out of Mexico through all major gateways in Texas, Arizona and California. This service, which eliminates the need for shipment transfer and/or storage fees at the border, results in faster delivery, reduced transportation costs and better product protection and security for customers doing business internationally. This service typically involves equipment-interchange operations with various Mexican motor carriers. For a shipment with an origin or destination in Mexico, Con-way Truckload provides transportation for the domestic portion of the freight move, and a Mexican carrier provides the pick-up, linehaul and delivery services within Mexico.

The truckload market is fragmented with numerous carriers of varying sizes. Principal competitors of Con-way Truckload include other truckload carriers, logistics providers, railroads, private fleets, and to a lesser extent, LTL carriers. Competition is based on freight rates, service, reliability, transit times, and driver and equipment availability.

Other

The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments, including results related to corporate re-insurance activities and corporate properties. Road Systems primarily manufactures and refurbishes trailers for Con-way Freight and Con-way Truckload.

General

Employees

At December 31, 2010, Con-way had approximately 27,900 regular full-time employees. The approximate number of regular full-time employees by segment was as follows: Freight, 19,100; Logistics, 4,300; Truckload, 3,700; and Other, 800. The 800 employees included in the Other segment consist primarily of executive, technology, and administrative positions that support Con-way’s operating subsidiaries.

Con-way’s business units utilize other sources of labor that provide flexibility in responding to varying levels of economic activity and customer demand. In addition to regular full-time employees, Con-way Freight employs associate, supplemental or part-time employees, while Menlo Worldwide Logistics utilizes non-employee contract labor primarily related to its warehouse-management services.

Cyclicality and Seasonality

Con-way’s operations are affected, in large part, by conditions in the cyclical markets of its customers and in the U.S. and global economies, as more fully discussed in Item 1A, “Risk Factors.”

Con-way’s operating results are also affected by seasonal fluctuations that change demand for transportation services. In the Freight segment, the months of September, October and November typically have the highest business levels while the months of December, January and February usually have the lowest business levels. In the Truckload segment, the months of September and October typically have the highest business levels while the months of December, January and February usually have the lowest business levels.

Price and Availability of Fuel

Con-way is exposed to the effects of changes in the price and availability of diesel fuel, as more fully discussed in Item 1A, “Risk Factors.”

Regulation

Ground Transportation

The motor-carrier industry is subject to federal regulation by the Federal Motor Carrier Safety Administration (“FMCSA”), the Pipeline and Hazardous Materials Safety Agency (“PHMSA”), and the Surface Transportation

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Board (“STB”), which are units of the U.S. Department of Transportation. The FMCSA publishes and enforces comprehensive trucking safety regulations and performs certain functions relating to motor-carrier registration, cargo and liability insurance, extension of credit to motor-carrier customers, and leasing of equipment by motor carriers from owner-operators. The PHMSA publishes and enforces regulations regarding the transportation of hazardous materials. The STB has authority to resolve certain types of pricing disputes and authorize certain types of intercarrier agreements.

In December 2010, the FMCSA launched the Compliance Safety Accountability (“CSA”) program in an effort to improve commercial truck and bus safety. A component of the CSA is the Safety Measurement System, which will analyze all safety-based violations to determine a commercial motor carrier’s safety performance. This new safety program will allow the FMCSA to identify carriers with safety-performance issues and intervene to address a carrier’s specific safety problems.

Federal law allows all states to impose insurance requirements on motor carriers conducting business within their borders, and empowers most states to require motor carriers conducting interstate operations through their territory to make annual filings verifying that they hold appropriate registrations from FMCSA. Motor carriers also must pay state fuel taxes and vehicle registration fees, which normally are apportioned on the basis of mileage operated in each state.

Hours of service (“HOS”) regulations establish the maximum number of hours that a commercial truck driver may work. In October 2009, the FMCSA agreed to reconsider, and potentially change, the current regulations governing HOS for commercial truck drivers. The FMCSA issued a proposed rule in December of 2010 and a final rule must be issued by July 2011. The current proposal will reduce the number hours a commercial truck driver may work during his or her work day. Because this is still a proposed rule, the details of the final rule remain uncertain. It is expected that implementation of the final HOS rule will not be required until sometime in 2012. Additionally, in January 2011, the FMCSA issued a proposed rule that would require all motor carriers to use electronic onboard recorders to monitor their drivers’ compliance with HOS requirements.

Environmental

Con-way’s operations involve the storage, handling and use of diesel fuel and other hazardous substances. Con-way is subject to laws and regulations that (1) govern activities or operations that may have adverse environmental effects such as discharges to air and water, and the handling and disposal practices for solid and hazardous waste, and (2) impose liability for the costs of cleaning up, and certain damages resulting from, sites of past spills, disposals, or other releases of hazardous materials. Environmental liabilities relating to Con-way’s properties may be imposed regardless of whether Con-way leases or owns the properties in question and regardless of whether such environmental conditions were created by Con-way or by a prior owner or tenant, and also may be imposed with respect to properties that Con-way may have owned or leased in the past. Con-way has provided for its estimate of remediation costs at these sites.

Homeland Security

Con-way is subject to compliance with various cargo-security and transportation regulations issued by the Department of Homeland Security, including regulation by the Transportation Security Administration and the Bureau of Customs and Border Protection.

ITEM 1A.   RISK FACTORS

From time to time, Con-way makes “forward-looking statements” in an effort to inform its shareholders and the public about its businesses. Forward-looking statements generally relate to future events, anticipated results or operational aspects. These statements are not predictions or guarantees of future performance, circumstances or events as they are based on the facts and circumstances known to Con-way as of the date the statements are made. Item 7, “Management’s Discussion and Analysis — Forward-Looking Statements,” identifies the type of statements that are forward-looking. Various factors may cause actual results to differ materially from those discussed in such forward-looking statements.

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Described below are those factors that Con-way considers to be most significant to its businesses. Although Con-way believes it has identified and discussed below the primary risks affecting its businesses, there may be additional factors that are not presently known or that are not currently believed to be significant that may adversely affect Con-way’s future financial condition, results of operations or cash flows.

Business Interruption

Con-way and its business units rely on shared-service facilities that provide shared administrative and technology services. Con-way is dependent on its automated systems and technology to operate its businesses and to increase employee productivity. In 2010, Con-way outsourced a significant portion of its information-technology infrastructure function and a small portion of its administrative and accounting functions. Although Con-way and the third-party service providers collectively maintain backup systems and have disaster-recovery processes and procedures in place, a sustained interruption in the operation of these facilities, whether due to terrorist activities, earthquakes, floods, fires, transition to upgraded or replacement technology or any other reason, could have a material adverse effect on Con-way. Certain of the outsourced services are performed in developing countries and, as a result, may be subject to geopolitical uncertainty. A service provider’s failure to perform could have a material adverse effect on Con-way.

Capital Intensity

Two of Con-way’s primary businesses are capital-intensive. Con-way Freight and Con-way Truckload make significant investments in revenue equipment and Con-way Freight also makes significant investments in freight service centers. The amount and timing of capital investments depend on various factors, including anticipated volume levels, and the price and availability of appropriate-use property for service centers and newly manufactured tractors and diesel engines, which are subject to restrictive Environmental Protection Agency engine-design requirements. If anticipated service-center and/or fleet requirements differ materially from actual usage, Con-way’s capital-intensive business units may have too much or too little capacity. Con-way attempts to mitigate the risk associated with too much or too little revenue equipment capacity by adjusting capital expenditures and by utilizing short-term equipment rentals and sub-contracted operators in order to match capacity with business volumes. Con-way’s investments in revenue equipment and freight service centers depend on its ability to generate cash flow from operations and its access to credit and equity capital markets. A decline in the availability of these funding sources could adversely affect Con-way.

Capital Markets

Significant disruptions or volatility in the global capital markets may increase Con-way’s cost of borrowing or affect its ability to access credit and equity capital markets. Market conditions may affect Con-way’s ability to refinance indebtedness as and when it becomes due. In addition, changes in Con-way’s credit ratings could adversely affect its ability and cost to borrow funds. Con-way is unable to predict how conditions in the capital markets will affect its financial condition, results of operations or cash flows.

Customer Concentration

Menlo Worldwide Logistics is subject to risk related to customer concentration because of the relative importance of its largest customers and the increased ability of those customers to influence pricing and other contract terms. Many of its competitors in the logistics industry segment are subject to the same risk. Although Menlo Worldwide Logistics strives to broaden and diversify its customer base, a significant portion of its revenue is derived from a relatively small number of customers, as more fully discussed in Item 1, “Business.” Consequently, a significant loss of business from, or adverse performance by, Menlo Worldwide Logistics’ major customers, may have a material adverse effect on Con-way’s financial condition, results of operations and cash flows. Similarly, the renegotiation of major customer contracts may also have an adverse effect on Con-way.

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Defined Benefit Plans

Con-way maintains defined benefit plans, including pension plans and a postretirement medical plan. A decline in interest rates and/or lower returns on plan assets may cause increases in the expense of, and funding requirements for, Con-way’s defined benefit pension plans. In 2009, Con-way amended its primary defined benefit pension plan to permanently curtail benefits. Despite this change, Con-way’s defined benefit pension plans remain subject to volatility associated with interest rates, returns on plan assets, and funding requirements. In addition to being subject to volatility associated with interest rates, Con-way’s expense and obligation under its postretirement medical plan are also subject to trends in health-care costs. As a result, Con-way is unable to predict the financial-statement effect associated with the defined benefit pension plans and the postretirement medical plan.

Economic Cyclicality

Con-way’s operating results are affected, in large part, by cyclical conditions in its customers’ markets and in the U.S. and global economies. While economic conditions affect most companies, the transportation industry is cyclical and susceptible to trends in economic activity. When individuals and companies purchase and produce fewer goods, Con-way’s businesses transport fewer goods. In addition, Con-way Freight and Con-way Truckload are capital-intensive and Con-way Freight has a relatively high fixed-cost structure that is difficult to adjust to match shifting volume levels. Accordingly, any sustained weakness in demand or continued downturn or uncertainty in the economy generally would have an adverse effect on Con-way.

Employees

The workforce of Con-way and its subsidiaries is not affiliated with labor unions. Con-way believes that the non-unionized operations of its business units have advantages over unionized competitors in providing reliable and cost-competitive customer services, including greater efficiency and flexibility. There can be no assurance that Con-way’s business units will be able to maintain their non-unionized status.

Con-way hires drivers primarily for Con-way Freight and Con-way Truckload. At times, there is significant competition for qualified drivers in the transportation industry. As a result, these business units may be required to increase driver compensation and benefits, or face difficulty meeting customer demands, all of which could adversely affect Con-way.

Government Regulation

Con-way is subject to compliance with many laws and regulations that apply to its business activities. These include regulations related to driver hours-of-service limitations, labor-organizing activities, stricter cargo-security requirements, tax laws and environmental matters, including potential limits on carbon emissions under climate-change legislation. Con-way is not able to accurately predict how new governmental laws and regulations, or changes to existing laws and regulations, will affect the transportation industry generally, or Con-way in particular. Although government regulation that affects Con-way and its competitors may simply result in higher costs that can be passed to customers with no adverse consequences, there can be no assurance that this will be the case. As a result, Con-way believes that any additional measures that may be required by future laws and regulations or changes to existing laws and regulations could result in additional costs and could have an adverse effect on Con-way.

Concern over climate change has led to increased legislative and regulatory efforts to limit carbon dioxide and other greenhouse gas emissions. Even without such regulation, Con-way’s response to customer-led sustainability initiatives could lead to increased costs to implement additional efforts to reduce its emissions. Additionally, Con-way may experience reduced demand for its services if it does not comply with customers’ sustainability requirements. As a result, increased costs or loss of revenue resulting from sustainability initiatives could have an adverse effect on Con-way.

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Price and Availability of Fuel

Con-way is subject to risks associated with the availability and price of fuel, which are subject to political, economic and market factors that are outside of Con-way’s control.

Con-way would be adversely affected by an inability to obtain fuel in the future. Although historically Con-way has been able to obtain fuel from various sources and in the desired quantities, there can be no assurance that this will continue to be the case in the future.

Con-way may also be adversely affected by the timing and degree of fluctuations in fuel prices. Currently, Con-way’s business units have fuel-surcharge revenue programs or cost-recovery mechanisms in place with a majority of customers. Con-way Freight and Con-way Truckload maintain fuel-surcharge programs designed to offset or mitigate the adverse effect of rising fuel prices. Menlo Worldwide Logistics has cost-recovery mechanisms incorporated into most of its customer contracts under which it recognizes fuel-surcharge revenue designed to eliminate the adverse effect of rising fuel prices on purchased transportation.

Con-way’s competitors in the less-than-truckload (“LTL”) and truckload markets also impose fuel surcharges. Although fuel surcharges are generally based on a published national index, there is no industry-standard fuel-surcharge formula. As a result, fuel-surcharge revenue constitutes only part of the overall rate structure. Revenue excluding fuel surcharges (sometimes referred to as base freight rates) represents the collective pricing elements that exclude fuel surcharges. In the LTL market, changes in base freight rates reflect numerous factors such as length of haul, freight class, weight per shipment and customer-negotiated adjustments. In the truckload market, changes in base freight rates primarily reflect differences in origin and destination location and customer-negotiated adjustments. Ultimately, the total amount that Con-way Freight and Con-way Truckload can charge for their services is determined by competitive pricing pressures and market factors.

Historically, Con-way Freight’s fuel-surcharge program has enabled it to more than recover increases in fuel costs and fuel-related increases in purchased transportation. As a result, Con-way Freight may be adversely affected if fuel prices fall and the resulting decrease in fuel-surcharge revenue is not offset by an equivalent increase in base freight-rate revenue. Although lower fuel surcharges may improve Con-way Freight’s ability to increase the freight rates that it would otherwise charge, there can be no assurance in this regard. Con-way Freight may also be adversely affected if fuel prices increase or return to historically high levels. Customers faced with fuel-related increases in transportation costs often seek to negotiate lower rates through reductions in the base freight rates and/or limitations on the fuel surcharges charged by Con-way Freight, which adversely affect Con-way Freight’s ability to offset higher fuel costs with higher revenue.

Con-way Truckload’s fuel-surcharge program mitigates the effect of rising fuel prices but does not always result in Con-way Truckload fully recovering increases in its cost of fuel. The extent of recovery may vary depending on the amount of customer-negotiated adjustments and the degree to which Con-way Truckload is not compensated due to empty and out-of-route miles or from engine idling during cold or warm weather.

Con-way would be adversely affected if, due to competitive and market factors, its business units are unable to continue their current fuel-surcharge programs and/or cost-recovery mechanisms. In addition, there can be no assurance that these programs, as currently maintained or as modified in the future, will be sufficiently effective to offset increases in the price of fuel.

Self-Insurance Accruals

Con-way uses a combination of large-deductible purchased insurance and self-insurance programs to provide for the costs of employee medical, vehicular, cargo and workers’ compensation claims. Con-way’s estimated liability for self-retained insurance claims reflects certain actuarial assumptions and judgments, which are subject to a high degree of variability. Con-way periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. An increase in the number or severity of self-insured claims or an increase in insurance premiums could have an adverse effect on Con-way.

The cost of medical claims is also affected by health-care reform legislation. In March 2010, the Patient Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act, was signed

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into law. Beginning in 2011, this health-care reform legislation is expected to increase the costs associated with providing benefits under postretirement medical plans and employee medical plans. Changes made to the design of Con-way’s medical plans have the potential to mitigate some of the cost impact of the provisions included in the legislation. Ultimately, the cost of providing benefits under medical plans is dependent on a variety of factors, including governmental laws and regulations, health-care cost trends, claims experience, and health-care decisions by plan participants. As a result, Con-way is unable to predict how the cost of providing benefits under medical plans will affect its financial condition, results of operations, or cash flows.

Other Factors

In addition to the risks identified above, Con-way’s annual and quarterly operating results are affected by a number of business, economic, regulatory and competitive factors, including:

•  increasing competition and pricing pressure;

•  the creditworthiness of Con-way’s customers and their ability to pay for services rendered;

•  the effect of litigation;

•  the possibility that Con-way may, from time to time, be required to record impairment charges for goodwill, intangible assets, and other long-lived assets;

•  the possibility of defaults under Con-way’s $325 million credit agreement and other debt instruments; and

•  labor matters, including labor-organizing activities, work stoppages or strikes.

ITEM 1B.   UNRESOLVED STAFF COMMENTS

None.

ITEM 2.   PROPERTIES

Con-way believes that its facilities are suitable and adequate, that they are being appropriately utilized and that they have sufficient capacity to meet current operational needs. Management continuously reviews anticipated requirements for facilities and may acquire additional facilities and/or dispose of existing facilities as appropriate.

Freight

At December 31, 2010, Con-way Freight operated 287 freight service centers, of which 146 were owned and 141 were leased. The service centers are strategically located to cover the geographic areas served by Con-way Freight and represent physical buildings and real property with dock, office and/or shop space. These facilities do not include meet-and-turn points, which generally represent small owned or leased real property with no physical structures. Con-way Freight’s owned service centers account for 70% of its door capacity. At December 31, 2010, Con-way Freight owned and operated approximately 9,100 tractors and 26,300 trailers, including tractors held under capital lease agreements. The headquarters for Con-way Freight are located in Ann Arbor, Michigan.

Logistics

At December 31, 2010, Menlo Worldwide Logistics operated 90 warehouses in North America, of which 63 were leased by Menlo Worldwide Logistics and 27 were leased or owned by clients of Menlo Worldwide Logistics. Outside of North America, Menlo Worldwide Logistics operated an additional 55 warehouses, of which 40 were leased by Menlo Worldwide Logistics and 15 were leased or owned by clients. Menlo Worldwide Logistics owns and operates a small fleet of tractors and trailers to support its operations, but primarily utilizes third-party transportation providers for the movement of customer shipments. The headquarters for Menlo Worldwide Logistics are located in San Mateo, California.

Truckload

At December 31, 2010, Con-way Truckload operated five owned terminals with bulk fuel, tractor and trailer parking, and in some cases, equipment maintenance and washing facilities. In addition, Con-way Truckload also

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utilizes various drop yards for temporary trailer storage throughout the United States. At December 31, 2010, Con-way Truckload owned and operated approximately 2,600 tractors and 8,100 trailers, including tractors held under capital lease agreements. The headquarters for Con-way Truckload are located in Joplin, Missouri.

Other

Principal properties of the Other segment included Con-way’s leased executive offices in San Mateo, California and Ann Arbor, Michigan and its owned shared-services center in Portland, Oregon. Road Systems owns and operates a manufacturing facility in Searcy, Arkansas.

ITEM 3.   LEGAL PROCEEDINGS

Certain legal proceedings of Con-way are discussed in Note 13, “Commitments and Contingencies,” of Item 8, “Financial Statements and Supplementary Data.”

ITEM 4.   [REMOVED AND RESERVED]

Executive Officers of the Registrant

The executive officers of Con-way, their ages at December 31, 2010, and their applicable business experience are as follows:

Douglas W. Stotlar, 50, president and chief executive officer of Con-way. Mr. Stotlar was named to his current position in April 2005. He is also currently serving as the interim president of Con-way Freight, a position which he assumed in August 2010. He previously served as president and chief executive officer of Con-way Freight and senior vice president of Con-way, a position he held from December 2004 to April 2005. Prior to this, he served as executive vice president and chief operating officer of Con-way Freight, a position he held since June 2002. From 1999 to 2002, he was executive vice president of operations for Con-way Freight. Prior to joining Con-way Freight’s corporate office, Mr. Stotlar served as vice president and general manager of Con-way’s expediting business. Mr. Stotlar joined Con-way Freight in 1985 as a freight operations supervisor. He subsequently advanced to management posts in Columbus, Ohio, and Fort Wayne, Indiana, where he was named regional manager. Mr. Stotlar earned his bachelor’s degree in transportation and logistics from The Ohio State University.

Stephen L. Bruffett, 46, executive vice president and chief financial officer of Con-way. Mr. Bruffett was named to his current position in September 2008, when he joined Con-way. Mr. Bruffett started his transportation industry career in 1992 as director of finance for American Freightways. Six years later, he joined YRC Worldwide as director of financial planning and analysis. Over the next ten years, he advanced through a series of positions with increasing responsibility, including management roles in finance and accounting, operations, investor relations, and sales and marketing. In 2007, he was named YRC Worldwide’s chief financial officer. Mr. Bruffett earned his bachelor’s degree in finance and banking from the University of Arkansas and holds a master’s degree in business administration from the University of Texas.

Jennifer W. Pileggi, 46, executive vice president, general counsel and corporate secretary of Con-way. Ms. Pileggi was named to her current position in December 2004. Ms. Pileggi joined Menlo Worldwide Logistics in 1996 as corporate counsel and was promoted to vice president in 1999 and to vice president of Menlo Worldwide LLC in 2003. Ms. Pileggi is a graduate of Yale University and New York University School of Law, where she achieved a juris doctorate degree. Ms. Pileggi is a member of the American Bar Association and the California State Bar Association.

Robert L. Bianco Jr., 46, president of Menlo Worldwide LLC and executive vice president of Con-way. Mr. Bianco was named executive vice president of Con-way in June 2005 and has served as the president of Menlo Worldwide Logistics since 2002. He joined Con-way in 1989 as a management trainee and joined Menlo Worldwide Logistics in 1992 as a logistics manager. He subsequently advanced to vice president of operations for Menlo Worldwide Logistics in 1997. He earned a bachelor’s degree in history from the University of California at Santa Barbara, and a master’s degree from the University of San Francisco.

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Herbert J. Schmidt, 55, president of Con-way Truckload and executive vice president of Con-way. Mr. Schmidt joined Con-way in August 2007 when Con-way acquired the former Contract Freighters, Inc. (“CFI”). Mr. Schmidt was named president of CFI in 2000. After joining CFI in 1984, he held the positions of vice president of administration, vice president of safety, senior vice president of operations, and senior vice president of sales and marketing. Mr. Schmidt began his career in the transportation industry with United Parcel Service in operations and industrial engineering. Mr. Schmidt graduated from Missouri Southern State University with a bachelor’s degree in political science.

Kevin S. Coel, 52, senior vice president and corporate controller of Con-way. Mr. Coel joined Con-way in 1990 as Con-way’s corporate accounting manager. In 2000, he was named corporate controller, and in 2002, was promoted to vice president. Mr. Coel holds a bachelor’s degree in economics from the University of California at Davis and a master’s degree in business administration from San Jose State University. Mr. Coel is a Certified Public Accountant and a member of the American Institute of CPAs.

Leslie P. Lundberg, 53, senior vice president, human resources of Con-way. Ms. Lundberg joined Con-way in January 2006. Prior to joining Con-way, Ms. Lundberg was the executive director of compensation, benefits and human resource information systems for a division of Sun Microsystems, a position she held since 2003. Ms. Lundberg holds a bachelor’s degree in industrial psychology from the University of California, Berkeley, and a master’s degree in industrial labor relations from the University of Wisconsin, Madison.

PART II

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Con-way’s common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “CNW.”

See Note 15, “Quarterly Financial Data,” of Item 8, “Financial Statements and Supplementary Data” for the range of common stock prices as reported on the NYSE and for the common stock dividends paid in 2010 and 2009. At January 31, 2011, Con-way had 6,469 common stockholders of record.

In May 2010, Con-way sold 4,300,000 shares of treasury stock in an underwritten public offering at a price of $35.00 per share. The principal underwriters were Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. The net proceeds of $143.3 million from the offering, after deducting the underwriting discount and direct costs, have been and will be used primarily for general corporate purposes, which may include, but are not limited to, working capital and capital expenditures.

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Performance Graph

The following performance graph compares Con-way’s five-year cumulative return (assuming an initial investment of $100 and reinvestment of dividends), with the S&P Midcap 400 and Dow Jones Transportation average.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN*
Con-way Inc., S&P Midcap 400 Index, Dow Jones Transportation Average

Cumulative Total Return

	12/30/05		12/29/06		12/31/07		12/31/08		12/31/09		12/31/10
Con-way Inc.	$	100.0	$	79.4	$	75.6	$	48.9	$	65.0	$	69.0
S&P Midcap 400	$	100.0	$	109.0	$	116.3	$	72.9	$	98.5	$	122.9
DJ Transportation Average	$	100.0	$	108.7	$	108.9	$	84.3	$	97.7	$	121.7

* Assumes $100 invested on December 30, 2005 in Con-way Inc., S&P Midcap 400 Index, and the Dow Jones Transportation Average Index and dividends were reinvested.

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ITEM 6.   SELECTED FINANCIAL DATA

The following table includes selected financial and operating data for Con-way as of and for the five years ended December 31, 2010. This information should be read in conjunction with Item 7, “Management’s Discussion and Analysis,” and Item 8, “Financial Statements and Supplementary Data.”

Con-way Inc.

Five-Year Financial Summary

	2010		2009			2008		2007[a]		2006
	(Dollars in thousands except per share data)
Operating Results
Revenues	$	4,952,000	$	4,269,239		$	5,036,817	$	4,387,363	$	4,221,478
Operating Income (Loss)[b]		78,170		(25,928	)		192,622		264,453		401,828
Income (Loss) from Continuing Operations Before Income Tax Provision		16,557		(90,269	)		134,917		242,646		392,309
Income Tax Provision[c]		12,572		17,478			69,494		88,871		119,978
Net Income (Loss) from Continuing Operations Applicable to Common Shareholders		3,985		(110,936	)		58,635		146,815		265,177
Net Income (Loss) Applicable to Common Shareholders		3,985		(110,936	)		66,961		145,952		258,978
Per Common Share
Basic Earnings (Loss)
Net Income (Loss) from Continuing Operations	$	0.08	$	(2.33	)	$	1.29	$	3.24	$	5.42
Net Income (Loss) Applicable to Common Shareholders		0.08		(2.33	)		1.47		3.22		5.29
Diluted Earnings (Loss)
Net Income (Loss) from Continuing Operations		0.07		(2.33	)		1.23		3.06		5.09
Net Income (Loss) Applicable to Common Shareholders		0.07		(2.33	)		1.40		3.04		4.98
Cash Dividends		0.40		0.40			0.40		0.40		0.40
Common Shareholders’ Equity		14.94		13.95			12.13		18.68		14.65
Market Price
High		40.34		48.32			55.00		57.81		61.87
Low		26.15		12.99			20.03		38.05		42.09
Weighted-Average Common Shares Outstanding
Basic		52,507,320		47,525,862			45,427,317		45,318,740		48,962,382
Diluted		53,169,299		47,525,862			48,619,292		48,327,784		52,280,341
Financial Position
Cash and cash equivalents	$	421,420	$	476,575		$	278,253	$	176,298	$	260,039
Total assets		2,943,732		2,896,217			3,071,707		3,009,308		2,291,042
Long-term debt, guarantees and capital leases		793,950		760,789			926,224		955,722		557,723
Other Data at Year-End
Number of shareholders		6,481		6,745			7,016		7,410		7,041
Approximate number of regular full-time employees		27,900		27,400			26,600		27,100		21,800

[a]	Effective in August 2007, Con-way acquired Contract Freighters, Inc. and affiliated companies (collectively, “CFI”). CFI’s operating results are included only for periods subsequent to the acquisition.
[b]	The comparability of Con-way’s consolidated operating income (loss) was affected by the following:

•  Charge of $19.2 million in 2010 for the impairment of goodwill and other intangible assets at Menlo Worldwide Logistics.

•  Charge of $134.8 million in 2009 for the impairment of goodwill at Con-way Truckload.

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•  Charges of $23.9 million in 2008 and $13.2 million in 2007 related to restructuring activities at Con-way Freight.

•  Charge of $37.8 million in 2008 for the impairment of goodwill and other intangible assets at Menlo Worldwide Logistics.

•  Gain of $41.0 million in 2006 from the sale of Con-way’s membership interest in Vector SCM, LLC, a joint venture formed with General Motors.

[c] The comparability of Con-way’s income tax provision was affected by the following:

•  2010 reflects a non-deductible goodwill impairment charge at Menlo Worldwide Logistics.

•  2009 reflects a non-deductible goodwill impairment charge at Con-way Truckload.

•  2008 reflects a non-deductible goodwill impairment charge and write-down of an acquisition-related receivable at Menlo Worldwide Logistics.

•  2006 reflects tax benefits of $12.1 million related to the settlement with the IRS of previous tax filings and $17.7 million from the utilization of capital-loss carryforwards.

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (referred to as “Management’s Discussion and Analysis”) is intended to assist in a historical and prospective understanding of Con-way’s financial condition, results of operations and cash flows, including a discussion and analysis of the following:

•  Overview of Business

•  Results of Operations

•  Liquidity and Capital Resources

•  Critical Accounting Policies and Estimates

•  New Accounting Standards

•  Forward-Looking Statements

Overview of Business

Con-way provides transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. For financial reporting purposes, Con-way is divided into four reporting segments: Freight, Logistics, Truckload and Other.

Con-way’s primary business-unit results generally depend on the number, weight and distance of shipments transported, the prices received on those shipments or services and the mix of services provided to customers, as well as the fixed and variable costs incurred by Con-way in providing the services and the ability to manage those costs under changing circumstances. Con-way’s primary business units are affected by the timing and degree of fluctuations in fuel prices and their ability to recover incremental fuel costs through fuel-surcharge programs and/or cost-recovery mechanisms, as more fully discussed in Item 1A, “Risk Factors.”

Con-way Freight primarily transports shipments utilizing a network of freight service centers combined with a fleet of company-operated line-haul and pickup-and-delivery tractors and trailers. Menlo Worldwide Logistics manages the logistics functions of its customers and primarily utilizes third-party transportation providers for the

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movement of customer shipments. Con-way Truckload primarily transports shipments using a fleet of company-operated long-haul tractors and trailers.

Results of Operations

The overview below provides a high-level summary of Con-way’s results from continuing operations for the periods presented and is intended to provide context for the remainder of the discussion on reporting segments. Refer to “Reporting Segment Review” below for more complete and detailed discussion and analysis.

Continuing Operations

	2010			2009			2008
	(Dollars in thousands except per share amounts)
Revenues	$	4,952,000		$	4,269,239		$	5,036,817
Costs and expenses
Other costs and expenses		4,849,659			4,157,501			4,782,526
Loss from impairment of goodwill and other intangible assets		19,181			134,813			37,796
Restructuring charges		4,990			2,853			23,873
		4,873,830			4,295,167			4,844,195
Operating income (loss)		78,170			(25,928	)		192,622
Other non-operating expense		61,613			64,341			57,705
Income (loss) from continuing operations before income tax provision		16,557			(90,269	)		134,917
Income tax provision		12,572			17,478			69,494
Income (loss) from continuing operations		3,985			(107,747	)		65,423
Preferred stock dividends		—			3,189			6,788
Net income (loss) from continuing operations applicable to common shareholders	$	3,985		$	(110,936	)	$	58,635
Diluted earnings (loss) per share	$	0.07		$	(2.33	)	$	1.23
Operating margin		1.6	%		(0.6	)%		3.8	%

Overview

2010 Compared to 2009

Con-way’s consolidated revenue of $5.0 billion in 2010 increased 16.0% from $4.3 billion in 2009, due primarily to increased revenue at Freight and Logistics.

Con-way’s operating results consisted of operating income of $78.2 million in 2010 compared to an operating loss of $25.9 million in 2009. The comparative periods include goodwill and intangible asset impairment charges at Logistics in 2010 and a goodwill impairment charge at Truckload in 2009. Excluding the impairment charges in both years, consolidated operating income in 2010 declined due primarily to the net effect of lower operating income at Freight, partially offset by improved operating results at Logistics. Lower operating income at Freight reflects weak industry pricing and higher costs, while higher operating income at Logistics was due to improved margins on higher revenue.

Other non-operating expense declined $2.7 million due primarily to a $5.4 million decline in interest expense which reflects the net effect of various financing transactions. These transactions include the second-quarter repayment of the $200.0 million outstanding under Con-way’s 87/8% Notes due 2010 and capital-lease transactions entered into during the fourth quarter of 2009 and the second and fourth quarters of 2010. Other non-operating

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expense also reflects lower interest income from lower rates earned on Con-way’s cash-equivalent investments and marketable securities and a $1.7 million increase in other miscellaneous expenses, which include increased costs associated with Con-way’s $325 million revolving credit facility entered into in November 2010.

Con-way’s tax provision was adversely affected in both periods by the non-deductible goodwill-impairment charges. Excluding the effect of the non-deductible goodwill impairment charges and various discrete tax adjustments, the effective tax rate was 39.0% in 2010 and 40.8% in 2009.

2009 Compared to 2008

Con-way’s consolidated revenue of $4.3 billion in 2009 declined 15.2% from $5.0 billion in 2008 due to lower revenue from all reporting segments, reflecting difficult economic conditions and competitive industry pricing.

Con-way’s operating results consisted of an operating loss of $25.9 million in 2009 compared to operating income of $192.6 million in 2008. The comparative periods include a goodwill impairment charge at Truckload in 2009, impairment charges at Logistics in 2008, and restructuring charges in both years. Excluding the impairment and restructuring charges, consolidated operating income in 2009 declined due primarily to the net effect of lower operating income at Freight and Truckload partially offset by improved operating results at Logistics. For the comparative periods presented, the effects of adverse industry and economic conditions were partially mitigated by the cost-reduction measures described below.

Other non-operating expense increased $6.6 million due in part to a $3.3 million decline in investment income, which reflects lower interest rates earned on Con-way’s cash-equivalent investments and marketable securities. Other non-operating expense also reflects a $1.5 million increase in interest expense and a $1.8 million increase in other miscellaneous expenses, which primarily reflect variations in foreign-exchange gains and losses.

Con-way’s tax provision was adversely affected in both periods by the non-deductible goodwill-impairment charges.

Cost-Reduction Actions

In response to economic conditions, in March 2009 Con-way announced several employee-related measures to reduce costs and conserve cash, as detailed in Note 11, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data.” Effective in January 2010, Con-way restored one-half of the salary and wage reductions, and effective in April 2010, Con-way reinstated the compensated-absences benefits. Con-way restored the remaining one-half of salary and wage reductions effective in January 2011. If Con-way Freight attains a minimum operating ratio of 95.0% (also known as an operating margin of 5.0%) for two consecutive quarters, Con-way will prospectively reinstate the “basic” and “transition” contributions to the defined contribution retirement plan to their prior levels. Any future merit-based pay increases for those companies that instituted salary and wage reductions, and the reinstatement of Con-way’s “matching” contributions to the defined contribution retirement plan are based on a number of factors and are not currently subject to specified financial metrics.

The table below compares the estimated cost savings from employee-related cost-reduction measures. The predominant amount of the reported cost savings relate to the Freight segment. Actual results may differ from the estimated amounts depending on factors such as employee count and turnover and assumptions related to employee retirement plan contributions.

	2010		2009
	(Dollars in millions)
Salaries and wages	$	29	$	41
Compensated absences		15		47
Defined contribution plan
Matching		34		22
Basic and transition		22		12
Total estimated cost savings	$	100	$	122

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Reporting Segment Review

For the discussion and analysis of segment operating results, management utilizes revenue before inter-segment eliminations. Management believes that revenue before inter-segment eliminations, combined with the detailed operating expense information, provides the most meaningful analysis of segment results. Revenue before inter-segment eliminations is reconciled to revenue from external customers in Note 14, “Segment Reporting,” of Item 8, “Financial Statements and Supplementary Data.”

Freight

The following table compares operating results, operating margins, and the percentage change in selected operating statistics of the Freight reporting segment for the years ended December 31:

	2010			2009			2008
	(Dollars in thousands)
Revenue before inter-segment eliminations	$	3,075,064		$	2,623,989		$	3,071,015
Salaries, wages and employee benefits		1,492,512			1,316,306			1,447,813
Purchased transportation		510,406			402,463			391,584
Other operating expenses		458,603			405,286			442,493
Fuel and fuel-related taxes		316,627			227,655			362,946
Depreciation and amortization		101,391			106,733			116,715
Maintenance		88,025			76,710			84,345
Rents and leases		49,218			32,749			33,849
Purchased labor		29,374			5,336			2,228
Restructuring charges		—			(507	)		23,873
Total operating expenses		3,046,156			2,572,731			2,905,846
Operating income	$	28,908		$	51,258		$	165,169
Operating margin		0.9	%		2.0	%		5.4	%

	2010 vs. 2009			2009 vs. 2008
Selected Operating Statistics
Weight per day		+16.7	%		+1.1	%
Revenue per hundredweight (“yield”)		+0.1			-16.2
Shipments per day (“volume”)		+8.5			+0.1
Weight per shipment		+7.5			+1.0

2010 Compared to 2009

Freight’s revenue in 2010 increased 17.2% from 2009 due to a 16.7% increase in weight per day and a 0.1% increase in yield. The 16.7% increase in weight per day reflects an 8.5% increase in shipments per day and a 7.5% increase in weight per shipment. In 2010, yield benefited from an increase in fuel-surcharge revenue but was adversely affected by decreases in base freight rates and the increase in weight per shipment. Excluding fuel surcharges, yield decreased 2.8% in 2010. Fuel-surcharge revenue increased to 13.2% of revenue in 2010 from 10.5% in 2009.

Despite a relatively flat year-over-year change, Freight’s yield in the third and fourth quarter of 2010 increased 3.1% and 7.1%, respectively, from the same prior-year periods. Con-way Freight’s management believes that these positive comparisons were due in part to sales and pricing initiatives that increased base freight rates while moderating the amount of freight transported and to improved pricing conditions in the less-than-truckload market. Weight per day increased 8.7% in the third quarter of 2010 when compared to the prior-year period, but decreased 1.3% in the fourth quarter of 2010 when compared to the prior-year period.

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In 2010, Freight’s operating income decreased 43.6% from 2009 due primarily to increased costs. Operating results in 2010 and 2009 benefited from the cost-reduction measures announced in March 2009; however, the comparative impact varied due to the timing of implementation and the partial reinstatement in 2010 of certain benefits curtailed under the cost-reductions measures. Results in 2010 were adversely affected by $5.1 million of expense for employee severance and the planned consolidation of Con-way’s executive offices under which Freight was allocated a portion of the restructuring charges. In 2009, Freight’s operating results were adversely affected by a change in accounting estimate for revenue adjustments, which lowered Freight’s revenue and operating income by $5.4 million.

Expenses for salaries, wages and employee benefits increased 13.4% from 2009. In 2010, salaries and wages increased 11.4% due primarily to a higher average employee count in response to increased shipment volumes and to the partial reinstatement of the salary and wage reductions. Employee benefits expense increased 17.5% in 2010 due primarily to higher expenses for compensated absences, which increased $37.2 million. The increase in expense for compensated absences was primarily due to the resumption of these benefits effective in April 2010. Employee benefit cost increases in 2010 also reflect higher expenses for workers’ compensation claims and payroll taxes, partially offset by a decrease in the expense for defined benefit and defined contribution retirement plans. Cost-reduction measures pertaining to the defined contribution plan remain in effect since their implementation in April 2009.

Purchased transportation expense increased 26.8% in 2010, reflecting an increase in freight transported by third-party providers and fuel-related rate increases.

In 2010, other operating expenses increased 13.2% due primarily to increases in cargo-related self-insurance costs, administrative corporate allocations and other volume-related operating costs. Increased administrative corporate allocations include expense allocated to the Freight segment in connection with the planned consolidation of Con-way’s executive offices.

Expenses for fuel and fuel-related taxes increased 39.1% due primarily to the increase in the cost per gallon of diesel fuel and increased fuel consumption due to increased shipment volumes.

In 2010, expenses for rents and leases increased 50.3%, maintenance expense increased 14.8% and purchased labor increased $24.0 million due primarily to increased business volumes, particularly in the first half of the year. Increased costs for maintenance expense in 2010 also reflect an increase in the average age of the tractor and trailer fleets.

2009 Compared to 2008

In 2009, Freight’s revenue declined 14.6% from 2008 due to a 16.2% decrease in yield and a 1-day decline in the number of working days, partially offset by a 1.1% increase in weight per day. The decline in yield was due primarily to decreases in fuel surcharges, base freight rates and an increase in weight per shipment. The decline in base freight rates reflected a competitive pricing environment primarily resulting from excess capacity in the less-than-truckload market and adverse economic conditions.

Yields were adversely affected by declines in fuel prices, which contributed to lower fuel-surcharge revenue. Excluding fuel surcharges, yields in 2009 decreased 8.7%. Freight’s fuel-surcharge revenue decreased to 10.5% of revenue in 2009 from 18.4% in 2008. Due to the market conditions noted above, the declines in fuel-surcharge revenue were not offset by equivalent increases in base freight-rate revenue. Since its fuel-surcharge program has historically enabled Freight to more than recover increases in fuel costs and fuel-related increases in purchased transportation, these declines in fuel-surcharge revenue had an adverse effect on operating results.

Freight’s operating income in 2009 decreased 69.0% when compared to 2008, due primarily to lower yields. For the periods presented, comparative operating results were affected by cost-reduction measures, restructuring activities and a change in accounting estimate. In 2009, the cost-reduction measures reduced approximately $110 million of costs related to salaries, wages and employee benefits, as more fully discussed below. In connection with its restructuring activities, Freight recognized $0.5 million of net adjustments that reduced expense in 2009, compared to $23.9 million of expense in 2008. For additional information concerning Freight’s restructuring activities, see Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data.” In

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2009, a change in the accounting estimate for revenue adjustments lowered Freight’s revenue and operating income by $5.4 million.

Expenses for salaries, wages and employee benefits declined 9.1% in 2009. Employee benefits expense decreased 20.5% due to lower expense for compensated absences, the defined contribution retirement plan, and workers’ compensation claims, partially offset by increased pension expense for defined benefit pension plans. Salaries and wages in 2009 decreased 3.6% due to lower average employee counts and the cost-reduction measures.

In 2009, purchased transportation expense increased 2.8% due to an increase in freight transported by third-party providers, partially offset by fuel-related rate decreases and lower negotiated base rates.

Other operating expenses decreased 8.4% in 2009, reflecting decreased administrative corporate allocations. Lower corporate allocations in 2009 were due in part to the employee-related cost-reduction measures that were partially offset by allocated costs related to a corporate administrative-outsourcing initiative.

In 2009, expenses for fuel and fuel-related taxes decreased 37.3% compared to 2008 due primarily to the decline in the cost per gallon of diesel fuel.

Depreciation and amortization expense declined 8.6% in 2009 due primarily to a change in the estimated useful life for most of Freight’s tractor fleet, which lowered depreciation expense by $11.1 million in 2009.

Logistics

The table below compares operating results and operating margins of the Logistics reporting segment. The table summarizes Logistics’ revenue as well as net revenue (revenue less purchased transportation expense). Carrier-management revenue is attributable to contracts for which Menlo Worldwide Logistics manages the transportation of freight but subcontracts to third parties the actual transportation and delivery of products, which Menlo Worldwide Logistics refers to as purchased transportation. Menlo Worldwide Logistics’ management places emphasis on net revenue as a meaningful measure of the relative importance of its principal services since revenue earned on most carrier-management services includes the third-party carriers’ charges to Menlo Worldwide Logistics for transporting the shipments. The table also includes operating income and operating margin excluding the loss from impairment of goodwill and intangible assets. Management believes these measures are relevant to evaluate its on-going operations.

	2010			2009			2008
	(Dollars in thousands)
Revenue before inter-segment eliminations	$	1,477,988		$	1,331,894		$	1,511,979
Purchased transportation expense		(906,389	)		(811,712	)		(1,001,775	)
Net revenue		571,599			520,182			510,204
Salaries, wages and employee benefits		218,126			200,433			185,735
Fuel and fuel-related taxes		846			1,411			1,666
Other operating expenses		148,174			151,447			168,586
Depreciation and amortization		12,226			12,402			13,984
Maintenance		2,617			2,752			2,874
Rents and leases		63,692			63,089			55,883
Purchased labor		80,462			60,420			67,363
Loss from impairment of goodwill and other intangible assets		19,181			—			37,796
Total operating expenses excluding purchased transportation		545,324			491,954			533,887
Operating income (loss)	$	26,275		$	28,228		$	(23,683	)

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	2010			2009			2008
	(Dollars in thousands)
Operating income excluding impairments	$	45,456		$	28,228		$	14,113
Operating margin on revenue		1.8	%		2.1	%		(1.6	)%
Operating margin on net revenue		4.6	%		5.4	%		(4.6	)%
Operating margin on revenue excluding impairments		3.1	%		2.1	%		0.9	%
Operating margin on net revenue excluding impairments		8.0	%		5.4	%		2.8	%

2010 Compared to 2009

In 2010, Logistics’ revenue increased 11.0% due to increases in revenue from both carrier-management and warehouse-management services. In 2010, revenue from carrier-management services increased 11.1%, while revenue from warehouse-management services increased 10.6%. Higher revenue from carrier-management services was due primarily to revenue from a government contract, which was in an implementation phase during 2009, partially offset by lower revenue as the result of changes to certain customer and carrier contracts. Increased revenue from warehouse-management services was due to contributions from new customers and growth at existing customers.

Logistics’ net revenue in 2010 increased 9.9%, as revenue growth was partially offset by purchased transportation expense that grew at a faster rate than revenue. Purchased transportation expense increased 11.7% in 2010 due primarily to increased carrier-management volumes.

In 2010, Logistics’ operating income decreased 6.9%. Operating results in 2010 were adversely affected by a $16.4 million goodwill-impairment charge and a $2.8 million charge for the impairment of a customer-relationship intangible asset, as more fully discussed in Note 2, “Goodwill and Intangible Assets,” of Item 8, “Financial Statements and Supplementary Data.” Excluding the impairment charges, Logistics’ operating income in 2010 increased $17.2 million due primarily to increases in net revenue and improved margins on both warehouse-management and carrier-management services. Menlo Worldwide Logistics’ management believes that improved margins on warehouse-management services reflect cost-control measures, while improved margins on carrier-management services were due largely to the recognition of revenue under performance-based arrangements. Under performance-based arrangements, revenue is recognized upon the achievement of contractually specified performance measures typically without an associated increase in operating expenses. The level of achievement, if any, relating to these performance measures varies each reporting period.

Salaries, wages and employee benefits increased 8.8% in 2010. Salaries and wages rose 8.2% due to salary and wage rate increases and headcount growth due to new customer contracts. Variable compensation expense increased $2.7 million or 17.1% in 2010 based on variations in performance measures relative to variable-compensation plan targets. Employee benefits expense increased 7.9% in 2010, due primarily to increased expenses for compensated absences, employee medical and workers’ compensation claims. The increase in expenses for compensated absences was due in part to the reinstatement of these benefits in April 2010 to their prior levels, while higher expenses for employee medical and workers’ compensation claims reflects increases in the number and severity of claims.

Purchased labor expense increased 33.2% in 2010 due to increased warehouse-management volumes.

2009 Compared to 2008

In 2009, Logistics’ revenue decreased 11.9% due to a 16.6% decline in revenue from carrier-management services, partially offset by a 1.8% increase in revenue from warehouse-management services. Lower revenue from carrier-management services primarily reflects a decline in fuel-surcharge revenue and changes to certain carrier and customer contracts. Revenue also reflects an increase in revenue from a government contract, which was in an implementation phase during 2009 and 2008.

Logistics’ net revenue in 2009 increased 2.0% due to an increase in revenue from warehouse-management services and purchased transportation expense that declined at a higher rate than revenue from carrier-management

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services. Purchased transportation expense declined 19.0% in 2009 due primarily to fuel-related rate decreases and changes to certain carrier and customer contracts.

Logistics earned operating income of $28.2 million in 2009 and reported an operating loss of $23.7 million in 2008. Logistics’ operating loss in 2008 was attributed to the companies it acquired in the second half of 2007, which reflect charges of $31.8 million for goodwill impairment, $6.0 million for the impairment of a customer-relationship intangible asset, $4.9 million for the write-down of an acquisition-related receivable, and $4.2 million for integration and other costs. Excluding the loss from impairment of goodwill and intangible assets in 2008, Logistics’ operating income in 2009 doubled from 2008, reflecting improved margins on both warehouse-management and carrier-management services. Improved margins on carrier-management services were due largely to the recognition of revenue under performance-based arrangements. Additionally, comparative operating results in 2009 benefited from the earlier-mentioned acquisition and integration costs and the cost-reduction measures.

Salaries, wages and employee benefits increased 7.9% in 2009, reflecting an increase in variable compensation and higher costs for employee benefits. In 2009, variable compensation increased $11.7 million based on variations in performance measures relative to compensation-plan targets. Employee benefits expense increased 7.7%, due primarily to increased expenses related to Con-way’s defined benefit pension plan and share-based compensation awards, partially offset by lower expenses related to the defined contribution retirement plan and compensated absences, which reflect cost-reduction measures.

Expenses for rents and leases increased 12.9% in 2009 due primarily to the addition of new warehouse-management services customers and a transaction in which two of Logistics’ warehouses were sold and leased back in June 2008. Purchased labor expense decreased 10.3% due primarily to efficiency initiatives at Logistics-managed warehouses.

In 2009, other operating expenses declined 10.2% due primarily to lower administrative corporate allocations and a decrease in expense for uncollectible accounts.

Truckload

The table below compares operating results, operating margins and the percentage change in selected operating statistics of the Truckload reporting segment. The table summarizes the segment’s revenue before inter-segment eliminations, including freight revenue, fuel-surcharge revenue and other non-freight revenue. The table also includes operating income and operating margin excluding the loss from impairment of goodwill. Truckload’s management believes these measures are relevant to evaluate its on-going operations.

	2010		2009			2008
	(Dollars in thousands)
Freight revenue	$	459,748	$	486,944		$	492,930
Fuel-surcharge revenue		94,175		62,826			159,548
Other revenue		15,818		14,301			13,239
Revenue before inter-segment eliminations		569,741		564,071			665,717
Salaries, wages and employee benefits		212,311		225,934			222,077
Purchased transportation		24,384		23,342			29,690
Other operating expenses		65,696		68,575			63,490
Fuel and fuel-related taxes		147,225		129,824			209,879
Depreciation and amortization		64,109		58,891			61,831
Maintenance		32,910		27,172			23,373
Rents and leases		996		826			1,045
Purchased labor		1,266		1,665			1,937
Loss from impairment of goodwill and other intangible assets		—		134,813			—
Total operating expenses		548,897		671,042			613,322
Operating income (loss)	$	20,844	$	(106,971	)	$	52,395

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	2010			2009			2008
	(Dollars in thousands)
Operating income excluding impairment	$	20,844		$	27,842		$	52,395
Operating margin		3.7	%		(19.0	)%		7.9	%
Operating margin excluding impairment		3.7	%		4.9	%		7.9	%

	2010 vs. 2009			2009 vs. 2008
Selected Operating Statistics
Loaded miles		-7.4	%		+0.2	%
Freight revenue per loaded mile		+2.0			-1.4

2010 Compared to 2009

In 2010, Truckload’s revenue increased 1.0% from 2009, due primarily to a 49.9% increase in fuel-surcharge revenue, partially offset by a 5.6% decrease in freight revenue. The 5.6% decrease in freight revenue reflects a 7.4% decline in loaded miles, partially offset by a 2.0% increase in revenue per mile.

Higher fuel-surcharge revenue was due primarily to higher fuel prices in 2010 compared to 2009. The decrease in loaded miles reflects a smaller fleet and a planned reduction in the amount of services Truckload provided to Freight. Revenue per mile increased as the decrease in services provided to Freight allowed Truckload to take advantage of improved truckload pricing with external customers. The redeployment of equipment to serve external customers caused some deterioration in asset utilization in 2010, as revenue per tractor declined 1.2%.

In 2010, Truckload earned operating income of $20.8 million and reported an operating loss of $107.0 million in 2009. Truckload’s loss in 2009 was due to a goodwill-impairment charge of $134.8 million, as more fully discussed in Note 2, “Goodwill and Intangible Assets,” of Item 8, “Financial Statements and Supplementary Data.” Excluding the charge, operating income in 2010 decreased 25.1% from 2009, reflecting higher operating expenses.

Salaries, wages and employee benefits decreased 6.0% in 2010, reflecting decreases in salaries and wages and lower costs for employee benefits, partially offset by an increase in expense for variable compensation. Salaries and wages decreased 6.5% due primarily to a decrease in miles driven. Employee benefits expense decreased 8.0% in 2010, primarily reflecting a decline in expense for self-insured workers’ compensation claims.

Other operating expenses decreased 4.2% in 2010, primarily reflecting a decline in losses on asset dispositions and a $2.4 million charge in 2009 to write down a tax-related receivable, partially offset by an $8.7 million increase in vehicular self-insurance expense that was due to increases in the severity and number of claims. Expense in 2009 included losses on asset dispositions of $7.6 million.

Expenses for fuel and fuel-related taxes increased 13.4% in 2010 due primarily to a higher fuel cost per gallon, partially offset by a decrease in miles driven.

Depreciation and amortization expense increased 8.9% in 2010 due primarily to an increase in depreciation expense on tractors. In 2010, Truckload changed the estimated useful lives and estimated salvage values of Truckload tractors, as more fully discussed in Note 1, “Principal Accounting Policies,” of Item 8, “Financial Statements and Supplementary Data.”

In 2010, maintenance expense increased 21.1% from 2009 due to an increase in the average age of the tractor fleet, which resulted in an increase in repairs not covered under manufacturers’ warranties.

2009 Compared to 2008

In 2009, Truckload’s revenue decreased 15.3% from 2008, primarily reflecting a 60.6% decline in fuel-surcharge revenue and a 1.2% decline in freight revenue. Lower fuel-surcharge revenue was due primarily to lower fuel prices in 2009 compared to 2008. Lower freight revenue reflects a 1.4% decline in revenue per mile partially offset by a 0.2% increase in loaded miles. The decline in revenue per mile was primarily the result of difficult industry and economic conditions characterized by decreased demand for truckload services and excess capacity in the truckload market.

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Truckload’s operating loss of $107.0 million in 2009 primarily reflects a $134.8 million charge for goodwill impairment. Excluding the impairment charge, Truckload’s operating income in 2009 declined 46.9% due primarily to lower revenue, particularly fuel-surcharge revenue, which declined at a faster rate than expenses for fuel and fuel-related taxes.

In 2009, expenses for salaries, wages and employee benefits increased 1.7% from 2008, primarily reflecting an increase in employee benefits expense. Employee benefits expense in 2009 increased 13.7% due primarily to an increase in severity and frequency of workers’ compensation claims. Increased employee benefits expense was partially offset by lower expenses for salaries and wages, and variable compensation.

Purchased transportation decreased 21.4% in 2009 due to lower utilization of contract drivers and fuel-related rate declines.

Other operating expenses increased 8.0% in 2009 due primarily to higher administrative corporate allocations, losses of $7.6 million on the disposition of equipment and a $2.4 million charge to write down a tax-related receivable, partially offset by lower employee costs for driver recruitment and an 18.3% decline in vehicular self-insurance expense. Higher corporate allocations were due in part to an increase in the percentage of corporate costs allocated to Truckload. Lower employee costs for driver recruitment were due to a reduction in fleet capacity and an improved driver retention rate. The decline in vehicular self-insurance expense resulted from beneficial loss development of prior-year claims.

Expenses for fuel and fuel-related taxes declined 38.1% in 2009 due primarily to lower fuel cost per gallon.

Maintenance expense increased 16.3% in 2009 due primarily to an increase in the average age of the tractor fleet, which resulted in an increase in repairs not covered under manufacturers’ warranties.

Other

The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments. Results in 2008 included expenses related to a variable executive-compensation plan that promoted synergistic inter-segment activities. The table below summarizes the operating results for the Other reporting segment:

	2010			2009			2008
	(Dollars in thousands)
Revenues
Road Systems	$	52,890		$	20,442		$	47,041
Operating Income (Loss)
Road Systems	$	(112	)	$	(1,920	)	$	775
Unallocated corporate operating income (loss)
Reinsurance activities		3,567			3,545			1,231
Corporate properties		(1,248	)		(485	)		(631	)
Variable executive compensation		—			—			(2,616	)
Other		(64	)		417			(18	)
	$	2,143		$	1,557		$	(1,259	)

Variations in Road Systems’ revenue reflect the number of trailers manufactured or refurbished for Con-way Freight and Con-way Truckload.

Discontinued Operations

Net income (loss) applicable to common shareholders includes the results of discontinued operations, which related primarily to the shut-down of Emery Worldwide Airlines, Inc. in 2001, as more fully discussed in Note 4, “Discontinued Operations,” of Item 8, “Financial Statements and Supplementary Data.” For the periods presented, results of discontinued operations consisted of an $8.3 million ($0.17 per diluted share) gain from disposal in 2008.

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Liquidity and Capital Resources

Cash and cash equivalents decreased to $421.4 million at December 31, 2010 from $476.6 million at December 31, 2009, as $161.1 million used in investing activities and $79.0 million used in financing activities exceeded $184.9 million provided by operating activities. Cash used in investing activities primarily reflects capital expenditures. Cash used in financing activities primarily reflects the net effect of debt repayment and proceeds from the issuance of common stock. Cash provided by operating activities came primarily from net income after adjustment for non-cash items.

	2010			2009			2008
	(Dollars in thousands)
Operating Activities
Net income (loss)	$	3,985		$	(107,747	)	$	73,749
Discontinued operations		—			—			(8,326	)
Non-cash adjustments(1)		310,849			382,338			320,487
Changes in assets and liabilities		(129,962	)		2,061			(84,744	)
Net Cash Provided by Operating Activities		184,872			276,652			301,166
Net Cash Used in Investing Activities		(161,064	)		(40,678	)		(172,942	)
Net Cash Used in Financing Activities		(78,963	)		(37,818	)		(35,376	)
Net Cash Provided by (Used in) Continuing Operations		(55,155	)		198,156			92,848
Net Cash Provided by Discontinued Operations		—			166			9,107
Increase (Decrease) in Cash and Cash Equivalents	$	(55,155	)	$	198,322		$	101,955

(1) “Non-cash adjustments” refer to depreciation, amortization, impairment charges, restructuring activities, deferred income taxes, provision for uncollectible accounts and other non-cash income and expenses.

Continuing Operations

Operating Activities

The most significant items affecting the comparison of Con-way’s operating cash flows for the periods presented are summarized below:

2010 Compared to 2009

In 2010, net income, excluding non-cash adjustments, increased $40.2 million from 2009. Changes in receivables, employee benefits and accrued income taxes decreased operating cash flow in 2010 when compared to the prior year, while changes in self-insurance accruals, accounts payable and accrued liabilities (excluding variable compensation and employee benefits) increased operating cash flow.

In 2010, receivables used $61.3 million due primarily to increased trade accounts receivable resulting from increased revenue. In 2009, receivables provided $9.2 million due primarily to decreased trade accounts receivable at the Logistics segment partially offset by increased trade accounts receivable at the Freight segment.

Employee benefits used $67.6 million in 2010, compared to $0.3 million provided in the prior year due primarily to an increase in funding contributions. In 2010, Con-way contributed $93.8 million to its qualified pension plans, compared to $17.3 million in 2009. The level of Con-way’s annual contributions to its qualified pension plans is subject to variations in interest rates, asset returns, Pension Protection Act (“PPA”) requirements and other factors.

In 2010, accrued income taxes used $39.6 million, compared to $21.2 million provided in 2009, reflecting variations in Con-way’s current and deferred income tax provisions.

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The change in self-insurance accruals provided $30.5 million in 2010, compared to $2.4 million used in 2009. The cash provided in 2010 was due primarily to increases in the liabilities for workers compensation and vehicular claims.

Accounts payable provided $31.9 million in 2010, compared to $2.0 million provided in 2009. The increase in accounts payable reflected the increasing business volumes during 2010, particularly at the Truckload and Freight segments.

Changes in accrued liabilities used $20.5 million in 2010, compared to $41.8 million used in 2009, due primarily to changes in the liability for compensated absences. In 2010, the liability for compensated absences increased as a result of the reinstatement of compensated-absences benefits at the Freight and Logistics segments.

2009 Compared to 2008

In 2009, net income, excluding discontinued operations and non-cash adjustments, decreased $111.3 million from 2008. Changes in employee benefits, accrued income taxes, receivables and accrued variable compensation increased operating cash flow in 2009 when compared to the prior year, but were partially offset by a decrease in operating cash flow associated with accrued liabilities (excluding variable compensation and employee benefits).

In 2009, employee benefits provided $0.3 million compared to $41.4 million used in 2008. The variation in employee benefits reflects the recognition of net periodic benefit expense for qualified pension plans in 2009, compared to net periodic benefit income earned in 2008. The cash flows associated with the qualified pension plans also reflect funding contributions of $17.3 million and $10.0 million in 2009 and 2008, respectively. Employee benefits cash flows also reflect a change in the funding method for contributions to the defined contribution retirement plan, as detailed in Note 11, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data.”

Accrued income taxes provided $21.2 million in 2009, compared to $19.2 million used in 2008, reflecting variations in Con-way’s current income tax provision, as well as variations in income tax refunds and payments. In 2009, Con-way received $10.2 million of net income tax refunds, and in 2008, Con-way made net income tax payments of $46.7 million.

Receivables provided $9.2 million in 2009, compared to $26.5 million used in 2008 due primarily to decreased trade accounts receivable at the Logistics segment partially offset by increased trade accounts receivable at the Freight segment.

The change in accrued variable compensation provided $4.6 million in 2009, compared to $19.7 million used in 2008. Changes in accrued variable compensation primarily reflect lower payments in 2009 compared to 2008 due in part to changes in Con-way’s payment schedule. For the 2009 award year, Con-way paid variable compensation in the February following the award year. Prior to the change, partial payments were made in December of the award year and in February of the following year.

Changes in accrued liabilities used $41.8 million in 2009, compared to $22.2 million provided in 2008, due primarily to changes in the liability for compensated absences. In 2009, the liability for compensated absences decreased as a result of cost-reduction measures that reduced compensated-absences benefits. Cash provided by changes in accrued liabilities in 2008 reflects an increase in accrued interest on the 7.25% Senior Notes issued in December 2007.

Investing Activities

The most significant items affecting the comparison of Con-way’s investing cash flows for the periods presented are summarized below:

In 2010, capital expenditures were $186.5 million, compared with $68.2 million in 2009 and $234.4 million in 2008. Increased capital expenditures in 2010 were due primarily to the acquisition of tractor and trailer equipment at the Freight and Truckload segments and the SafeStack^tm cargo-loading system for trailers at the Freight segment. Capital expenditures in 2009 reflected a lower capital-expenditure plan in connection with Con-way’s cash-conservation efforts. In addition, in 2010 and 2009 Con-way acquired tractor equipment

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under capital lease agreements, as more fully discussed in Note 8, “Leases,” of Item 8, “Financial Statements and Supplementary Data.”

Con-way received sale-related proceeds of $32.8 million in 2010, $32.7 million in 2009 and $49.2 million in 2008. Proceeds include sale-leaseback transactions in which $20.4 million and $17.3 million were received in 2010 and 2009, respectively, from the sale of revenue equipment and $40.4 million was received in 2008 from the sale of two Logistics’ warehouses, as more fully discussed in Note 8, “Leases,” of Item 8, “Financial Statements and Supplementary Data.”

Financing Activities

The most significant items affecting the comparison of Con-way’s financing cash flows for the periods presented are summarized below:

Con-way used $211.1 million in 2010 for the repayment of debt obligations, compared to $22.4 million in 2009 and $22.7 million in 2008. In 2010, Con-way used $200.0 million to repay the amount outstanding under its 87/8% Notes due 2010. Cash used in 2009 and 2008 primarily reflects the repayment of the Primary DC Plan Notes, which matured in January 2009.

In 2010, Con-way issued common stock in a public offering and received net proceeds of $143.3 million, as discussed more fully in Note 10 “Shareholders’ Equity,” of Item 8, “Financial Statements and Supplementary Data.”

As detailed in Note 11, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data,” in 2010 and 2009 Con-way used common stock to fund $36.8 million and $23.3 million, respectively, in contributions to the defined contribution retirement plan.

Contractual Cash Obligations

The table below summarizes contractual cash obligations for Con-way as of December 31, 2010. Some of the amounts in the table are based on management’s estimates and assumptions about these obligations, including their duration, the possibility of renewal, and other factors. Because of these estimates and assumptions, the actual future payments may vary from those reflected in the table. Certain liabilities, including those related to self-insurance accruals, are reported in Con-way’s consolidated balance sheets but not reflected in the table below due to the absence of stated due dates.

			Payments Due by Period
									2016 &
	Total		2011		2012-2013		2014-2015		Thereafter
	(Dollars in thousands)
Long-term debt	$	1,429,517	$	52,349	$	101,824	$	101,824	$	1,173,520
Operating leases		221,278		73,957		87,771		33,455		26,095
Capital leases		102,597		21,660		49,042		31,895		—
Outsourcing contracts		240,026		45,513		85,458		82,403		26,652
Employee benefit plans		123,793		11,407		23,378		24,532		64,476
Total	$	2,117,211	$	204,886	$	347,473	$	274,109	$	1,290,743

As presented above, contractual obligations on long-term debt represent principal and interest payments. The amounts representing principal and a portion of interest payable in 2011 are reported in the consolidated balance sheets.

Contractual obligations for operating leases represent the payments under the lease arrangements. In accordance with accounting principles generally accepted in the U.S. (“GAAP”), future operating lease payments are not included in Con-way’s consolidated balance sheets. The future payments related to capital leases include the stated amounts of residual-value guarantees.

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The employee benefit plan-related cash obligations in the table represent estimated payments under Con-way’s non-qualified defined benefit pension plans and postretirement medical plan through December 31, 2020. Expected benefit payments for Con-way’s qualified defined benefit pension plans are not included in the table, as these benefits will be satisfied by the use of plan assets. Con-way estimates that it will make between $35 million and $50 million of contributions to its qualified defined benefit pension plans in 2011; however, this could change based on variations in interest rates, asset returns, PPA requirements and other factors.

In 2010, Con-way entered into agreements with third-party service providers to outsource a significant portion of its information technology infrastructure function and a small portion of its administrative and accounting functions. The payments under the terms of the agreements are subject to change depending on the quantities and types of services consumed. As presented above, the payments reflect amounts based on projections of services expected to be consumed. Although payments made to the third-party service providers are expected to be more than offset by cost savings resulting from headcount reduction and lower operating costs, the payments and associated savings can vary depending on the actual quantity and mix of services used. The contracts also contain provisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay additional fees if termination is for causes other than the failure of the service providers to perform.

The contractual obligations reported above exclude Con-way’s liability of $15.9 million for unrecognized tax benefits, which are more fully discussed in Note 9, “Income Taxes,” of Item 8, “Financial Statements and Supplementary Data.”

Letters of credit outstanding under Con-way’s credit facilities, as described below under “Capital Resources and Liquidity Outlook,” are generally required under self-insurance programs and do not represent additional liabilities as the underlying self-insurance accruals are already included in Con-way’s consolidated balance sheets.

For further discussion, see Note 7, “Debt and Other Financing Arrangements,” Note 8, “Leases,” Note 9, “Income Taxes,” and Note 11, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data.”

Capital Resources and Liquidity Outlook

Con-way’s capital requirements relate primarily to the acquisition of revenue equipment to support growth and/or replacement of older equipment with newer equipment. In funding these capital expenditures and meeting working-capital requirements, Con-way utilizes various sources of liquidity and capital, including cash and cash equivalents, cash flow from operations, credit facilities and access to capital markets. Con-way may also manage its liquidity requirements and cash-flow generation by varying the timing and amount of capital expenditures and by implementing cost-reduction initiatives, as more fully discussed under “Results of Operations — Overview.”

In November 2010, Con-way entered into a four-year $325 million unsecured revolving credit facility that replaced the existing $400 million facility. Based on Con-way’s other sources of liquidity and conditions in the credit markets, Con-way determined that a smaller credit facility was appropriate. The new revolving facility, which terminates on November 4, 2014, is available for cash borrowings and issuance of letters of credit. At December 31, 2010, no cash borrowings were outstanding under the credit facility; however, $182.2 million of letters of credit were outstanding, leaving $142.8 million of available capacity for additional letters of credit or cash borrowings. The revolving facility is guaranteed by certain of Con-way’s material domestic subsidiaries and contains two financial covenants: (i) a leverage ratio and (ii) a fixed-charge coverage ratio. At December 31, 2010, Con-way was in compliance with the revolving credit facility’s financial covenants and expects to remain in compliance through December 31, 2011 and thereafter.

Con-way had other uncommitted unsecured credit facilities totaling $61.6 million at December 31, 2010, which are available to support short-term borrowings, letters of credit, bank guarantees and overdraft facilities. At December 31, 2010, $18.6 million of cash borrowings and $24.9 million of other credit commitments were outstanding leaving $18.1 million of available capacity.

In 2011, Con-way anticipates capital and software expenditures of approximately $275 million, net of asset dispositions, primarily for the acquisition of tractor equipment. Con-way’s actual 2011 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment.

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During 2011, Con-way’s net cash flows will benefit from capital expenditure-related tax legislation enacted in December 2010, as more fully discussed in Note 9, “Income Taxes,” of Item 8, “Financial Statements and Supplementary Data.”

At December 31, 2010, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB-), and Moody’s (Baa3). Standard and Poor’s and Moody’s assigned an outlook of “negative,” while Fitch Ratings assigned an outlook of “stable.”

Con-way believes that its working-capital requirements and capital-expenditure plans in 2011 will be adequately met with various sources of liquidity and capital, including Con-way’s cash and cash equivalents, cash flow from operations, credit facilities and access to capital markets.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to adopt accounting policies and make significant judgments and estimates. In many cases, there are alternative policies or estimation techniques that could be used. Con-way maintains a process to evaluate the appropriateness of its accounting policies and estimation techniques, including discussion with and review by the Audit Committee of its Board of Directors and its independent auditors. Accounting policies and estimates may require adjustment based on changing facts and circumstances and actual results could differ from estimates. Con-way believes that the accounting policies that are most judgmental and material to the financial statements are those related to the following:

•  Defined Benefit Pension Plans

•  Goodwill

•  Income Taxes

•  Property, Plant and Equipment and Other Long-Lived Assets

•  Revenue Recognition

•  Self-Insurance Accruals

Defined Benefit Pension Plans

In the periods presented, employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including several qualified and non-qualified defined benefit pension plans. Effective April 30, 2009, Con-way amended its primary defined benefit pension plan to permanently curtail benefits. Prior to the amendment, future retirement benefits considered participants’ eligible compensation increases through 2016.

Significant assumptions

The amounts recognized as pension expense (income) and the accrued pension asset (liability) for Con-way’s defined benefit pension plans depend upon a number of assumptions and factors, the most significant being the discount rate used to measure the present value of pension obligations and the expected rate of return on plan assets for the funded qualified plans. Con-way assesses its plan assumptions for the discount rate, expected rate of return on plan assets, and other significant assumptions on a periodic basis, but concludes on those assumptions at the actuarial plan measurement date. Con-way’s most significant assumptions used in determining pension expense (income) for the periods presented and for 2011 are summarized below.

	2011			2010			2009			2008
Weighted-average assumptions:
Discount rate on plan obligations		5.55	%		6.05	%		6.10	%		6.60	%
Discount rate on plan obligations — curtailment		N/A			N/A			7.85	%		N/A
Expected long-term rate of return on plan assets		8.00	%		8.50	%		8.50	%		8.50	%

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Discount Rate.  In determining the appropriate discount rate, Con-way is assisted by actuaries who utilize a yield-curve model based on a universe of high-grade corporate bonds (rated Aa or better by Moody’s rating service). The model employs cash flows that match Con-way’s expected benefit payments in future years. If all other factors were held constant, a 0.25% decrease (increase) in the discount rate would result in an estimated $50 million increase (decrease) in the cumulative unrecognized actuarial loss at December 31, 2010, and the related loss or credit would be amortized to future-period earnings as described below.

Rate of Return on Plan Assets.  For its qualified funded defined benefit pension plans, Con-way evaluates its expected rate of return on plan assets based on current market expectations and historical returns. The rate of return is based on an expected 20-year return on the target asset allocation and the effect of actively managing the plan, net of fees and expenses. Asset allocation studies are conducted as needed and the targets are reviewed to determine if adjustments are required. As a result of its periodic evaluation in 2010, Con-way changed its asset allocation targets to lower the percentage of investments in equity securities and increase the percentage of investments in fixed-income securities. The current asset allocation targets are disclosed in Note 11, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data.” Asset allocations may vary depending on market conditions, investment performance and funded status.

As a result of the change in asset allocation targets, the expected rate of return on plan assets was reduced from 8.50% to 8.00%. Using year-end plan asset values, a 0.25% decrease (increase) in the expected rate of return on plan assets would result in an estimated $3 million increase (decrease) in 2011 annual pension expense.

Actuarial gains and losses

Differences between the expected and actual rate of return on plan assets and/or changes in the discount rate may result in cumulative unrecognized actuarial gains or losses. For Con-way’s defined benefit pension plans, accumulated unrecognized actuarial losses increased to $469.2 million at December 31, 2010 from $397.3 million at December 31, 2009. Any portion of the unrecognized actuarial gain (loss) outside of a corridor amount must be amortized and recognized as expense (income) over the estimated average remaining life expectancy of active plan participants.

Effect on operating results

The effect of the defined benefit pension plans on Con-way’s operating results consist primarily of the net effect of the interest cost on plan obligations for the qualified and non-qualified defined benefit pension plans, the expected return on plan assets for the funded qualified defined benefit pension plans and the amortization of unrecognized actuarial gain or loss in excess of the corridor. Con-way estimates that the defined benefit pension plans will result in annual expense of $1.0 million in 2011. For its defined benefit pension plans, Con-way recognized annual expense of $7.5 million and $28.4 million in 2010 and 2009, respectively, compared to income of $23.1 million in 2008.

Funding

Con-way periodically reviews the funded status of its qualified defined benefit pension plans and makes contributions from time to time as necessary to comply with the funding requirements of the PPA. In determining the amount and timing of its pension contributions, Con-way considers both the PPA- and GAAP-based measurements of funded status as well as the tax deductibility of contributions. Con-way made contributions of $93.8 million and $17.3 million to its defined benefit pension plans in 2010 and 2009, respectively. Con-way estimates that it will make between $35 million and $50 million of contributions to its qualified defined benefit pension plans in 2011. The level of Con-way’s annual contributions to its qualified pension plans is subject to change based on variations in interest rates, asset returns, PPA requirements and other factors.

Goodwill

Goodwill is recorded as the excess of the acquired entity’s purchase price over the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset

30

might be impaired. The assessment requires the comparison of the fair value of a reporting unit to the carrying value of its net assets, including allocated goodwill. If the carrying value of the reporting unit exceeds its fair value, Con-way must then compare the implied fair value of reporting-unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting-unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Con-way tests for impairment of goodwill annually (with a measurement date of November 30) or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Each quarter, Con-way considers events that may trigger an impairment of goodwill, including such factors as changes in the total company market value compared to underlying book value, and significant adverse changes that may impact reporting segments or underlying reporting units. A reporting unit for goodwill impairment purposes may be a component of a reporting segment that independently generates revenues and has discrete financial information that is regularly reviewed by management.

Con-way uses multiple valuation methods when possible to determine the fair value of a reporting unit. The methods used include the use of public-company multiples, precedent transactions and discounted cash flow models, and may vary depending on the availability of information. In any of the valuation methods, assumptions used to determine the fair value of reporting units may significantly impact the result. The key assumptions used in discounted cash flow models are cash flow projections involving forecasted revenues and expenses, capital expenditures, working capital changes, and the discount rate and the terminal growth rate applied to projected cash flows. Cash flow projections are developed from Con-way’s annual planning process. The discount rate equals the estimated weighted-average cost of capital for the reporting unit from a market-participant perspective. Terminal growth rates are based on inflation assumptions adjusted for factors that may impact future growth such as industry-specific expectations. These estimates and assumptions may be incomplete or inaccurate because of unanticipated events and circumstances. As a result, changes in assumptions and estimates related to goodwill could have a material effect on Con-way’s valuation result, and accordingly, its financial condition or results of operations.

Con-way Truckload had $329.8 million of goodwill at December 31, 2010. For the valuation of Con-way Truckload, Con-way applied two equally weighted methods: public-company multiples and discounted cash flow models. In the assessment of Con-way Truckload’s goodwill, the fair value of the reporting unit exceeded its carrying value by 13% or approximately $75 million. A 1.0% change in the assumed discount rate would result in an $18 million change in fair value. A 10% change in estimated operating income for the next five years would result in a $30 million change in fair value.

Income Taxes

In establishing its deferred income tax assets and liabilities, Con-way makes judgments and interpretations based on the enacted tax laws and published tax guidance that are applicable to its operations. Con-way periodically evaluates the need for a valuation allowance to reduce deferred tax assets to realizable amounts. The likelihood of a material change in Con-way’s expected realization of these assets is dependent on future taxable income, future capital gains, its ability to use tax loss and credit carryforwards and carrybacks, final U.S. and foreign tax settlements, and the effectiveness of its tax-planning strategies in the various relevant jurisdictions.

Con-way assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those positions where it is more likely than not that a tax benefit will be sustained, Con-way has recorded the largest amount of tax benefit with a greater-than-50-percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions that do not meet the more-likely-than-not criteria, no tax benefit has been recognized in the financial statements.

Property, Plant and Equipment and Other Long-Lived Assets

In accounting for property, plant and equipment, Con-way makes estimates about the expected useful lives and the expected residual values of these assets, and the potential for impairment based on the fair values of the assets and the cash flows generated by these assets.

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The depreciation of property, plant and equipment over their estimated useful lives and the determination of any salvage values require management to make judgments about future events. Con-way periodically evaluates whether changes to estimated useful lives or salvage values are necessary to ensure these estimates accurately reflect the economic use of the assets. Con-way’s periodic evaluation may result in changes in the estimated lives and/or salvage values used to depreciate its assets, which can affect the amount of periodic depreciation expense recognized and, ultimately, the gain or loss on the disposal of the asset.

Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For assets that are to be held and used, an impairment charge is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than carrying value. If impairment exists, a charge is recognized for the difference between the carrying value and the fair value. Fair values are determined using quoted market values, discounted cash flows or external appraisals, as applicable. Assets held for disposal are carried at the lower of carrying value or estimated net realizable value.

Each quarter, Con-way considers events that may trigger an impairment of long-lived assets. Indicators of impairment that Con-way considers include such factors as a significant decrease in market value of the long-lived asset, a significant change in the extent or manner in which the long-lived asset is being used, and current-period losses combined with a history of losses or a projection of continuing losses associated with the use of the long-lived asset.

Revenue Recognition

Con-way Freight recognizes revenue between reporting periods based on relative transit time in each period and recognizes expense as incurred. Con-way Truckload recognizes revenue and related direct costs when the shipment is delivered. Menlo Worldwide Logistics recognizes revenue under the proportional-performance model based on the service outputs delivered to the customer.

Critical revenue-related policies and estimates for Con-way Freight and Con-way Truckload include those related to revenue adjustments and uncollectible accounts receivable. Critical revenue-related policies and estimates for Menlo Worldwide Logistics include those related to uncollectible accounts receivable, measuring the proportion of service provided to customers, and gross- or net-basis revenue recognition. Con-way believes that its revenue recognition policies are appropriate and that its use of revenue-related estimates and judgments provide a reasonable approximation of the actual revenue earned.

Estimated revenue adjustments

Generally, the pricing assessed by companies in the transportation industry is subject to subsequent adjustment due to several factors, including weight and freight-classification verifications and pricing discounts. Revenue adjustments are estimated based on revenue levels and historical experience.

Uncollectible accounts receivable

Con-way Freight and Con-way Truckload report accounts receivable at net realizable value and provide an allowance for uncollectible accounts when collection is considered doubtful. Estimates for uncollectible accounts are based on various judgments and assumptions, including revenue levels, historical loss experience, economic conditions and the aging of outstanding accounts receivable.

Menlo Worldwide Logistics, based on the size and nature of its client base, performs a periodic evaluation of its customers’ creditworthiness and accounts receivable portfolio and recognizes expense from uncollectible accounts when losses are both probable and reasonably estimable.

Proportional performance of service outputs

For certain customer contracts, Menlo Worldwide Logistics makes estimates when measuring the proportion of service outputs delivered to the customer, including services provided under performance-based incentive arrangements.

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Gross- or net-basis revenue recognition

Determining whether revenue should be reported on a gross or net basis is based on an assessment of whether Menlo Worldwide Logistics is acting as the principal or the agent in the transaction and involves judgment based on the terms of the arrangement.

Self-Insurance Accruals

Con-way uses a combination of large-deductible purchased insurance and self-insurance programs to provide for the costs of medical, vehicular, cargo and workers’ compensation claims. The long-term portion of self-insurance accruals relates primarily to workers’ compensation and vehicular claims that are expected to be payable over several years. Con-way periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense.

The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of undiscounted liability associated with claims incurred as of the balance sheet date, including claims not reported. Con-way believes its actuarial methods are appropriate for measuring these highly judgmental self-insurance accruals. However, based on the magnitude of claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive to the assumptions and factors described above. Accordingly, changes in these assumptions and factors can materially affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.

New Accounting Standards

Refer to Note 1, “Principal Accounting Policies,” of Item 8, “Financial Statements and Supplementary Data” for a discussion of recently issued accounting standards that Con-way has not yet adopted.

Forward-Looking Statements

Certain statements included herein constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to a number of risks and uncertainties, and should not be relied upon as predictions of future events. All statements other than statements of historical fact are forward-looking statements, including:

•  any projections of earnings, revenues, weight, yield, volumes, income or other financial or operating items;

•  any statements of the plans, strategies, expectations or objectives of Con-way’s management for future operations or other future items;

•  any statements concerning proposed new products or services;

•  any statements regarding Con-way’s estimated future contributions to pension plans;

•  any statements as to the adequacy of reserves;

•  any statements regarding the outcome of any legal and other claims and proceedings that may be brought against Con-way;

•  any statements regarding future economic conditions or performance;

•  any statements regarding strategic acquisitions; and

•  any statements of estimates or belief and any statements or assumptions underlying the foregoing.

Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of those terms or other variations of those terms or comparable terminology or by discussions of strategy, plans or intentions. Such forward-looking statements are necessarily dependent on

33

assumptions, data and methods that may be incorrect or imprecise and there can be no assurance that they will be realized. In that regard, certain important factors, among others and in addition to the matters discussed elsewhere in this document and other reports and documents filed by Con-way with the Securities and Exchange Commission, could cause actual results and other matters to differ materially from those discussed in such forward-looking statements. A detailed description of certain of these risk factors is included in Item 1A, “Risk Factors.”

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Con-way is exposed to a variety of market risks, including the effects of interest rates, fuel prices and foreign currency exchange rates.

Con-way enters into derivative financial instruments only in circumstances that warrant the hedge of an underlying asset, liability or future cash flow against exposure to some form of interest rate, commodity or currency-related risk. Additionally, the designated hedges should have high correlation to the underlying exposure such that fluctuations in the value of the derivatives offset reciprocal changes in the underlying exposure. Con-way held no material derivative financial instruments at December 31, 2010.

Interest Rates

Con-way is subject to the effect of interest-rate fluctuations on the fair value of its long-term debt. Based on the fixed interest rates and maturities of its long-term debt, fluctuations in market interest rates would not significantly affect Con-way’s operating results or cash flows, but may have a material effect on the fair value of long-term debt. The table below summarizes the carrying value of Con-way’s fixed-rate long-term debt, the estimated fair value and the effect of a 10% hypothetical change in interest rates on the estimated fair value. The estimated fair value is calculated as the net present value of principal and interest payments discounted at interest rates offered for debt with similar terms and maturities.

	December 31
	2010		2009
	(Dollars in thousands)
Carrying value	$	719,615	$	921,606
Estimated fair value		790,000		970,000
Change in estimated fair value given a hypothetical 10% change in interest rates		40,000		43,000

Con-way invests in cash-equivalent investments and marketable securities that earn investment income. Con-way’s investment income was $1.3 million in 2010, $2.4 million in 2009 and $5.7 million in 2008. The potential change in annual investment income resulting from a hypothetical 10% change to variable interest rates would not exceed $1 million for any of the periods presented.

Fuel

Con-way is exposed to the effects of changes in the price and availability of diesel fuel, as more fully discussed in Item 1A, “Risk Factors.” Con-way does not currently use derivative financial instruments to manage the risk associated with changes in the price of diesel fuel.

Foreign Currency

The assets and liabilities of Con-way’s foreign subsidiaries are denominated in foreign currencies, which create exposure to changes in foreign currency exchange rates. Con-way does not currently use derivative financial instruments to manage foreign currency risk.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Con-way Inc.:

We have audited the accompanying consolidated balance sheets of Con-way Inc. (the Company) and subsidiaries as of December 31, 2010 and 2009 and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010. We also have audited the Company’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Con-way Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/  KPMG LLP

Portland, Oregon

February 28, 2011

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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Con-way Inc.

Consolidated Balance Sheets

	December 31,
	2010			2009
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	421,420		$	476,575
Trade accounts receivable, net		539,849			494,075
Other accounts receivable		79,065			32,489
Operating supplies, at lower of average cost or market		23,868			18,290
Prepaid expenses		47,345			42,803
Deferred income taxes		8,530			12,662
Total Current Assets		1,120,077			1,076,894
Property, Plant and Equipment
Land		194,818			194,963
Buildings and leasehold improvements		817,599			809,460
Revenue equipment		1,480,561			1,373,148
Other equipment		306,215			286,629
		2,799,193			2,664,200
Accumulated depreciation		(1,394,608	)		(1,288,927	)
Net Property, Plant and Equipment		1,404,585			1,375,273
Other Assets
Deferred charges and other assets		39,107			38,524
Capitalized software, net		19,083			22,051
Marketable securities		6,039			6,691
Intangible assets, net		17,191			23,126
Goodwill		337,650			353,658
		419,070			444,050
Total Assets	$	2,943,732		$	2,896,217

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Con-way Inc.

Consolidated Balance Sheets — (Continued)

	December 31,
	2010			2009
	(Dollars in thousands except per share data)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	304,176		$	272,285
Accrued liabilities		203,231			210,316
Self-insurance accruals		105,857			87,742
Short-term borrowings		18,552			10,325
Current maturities of long-term debt and capital leases		20,074			210,816
Total Current Liabilities		651,890			791,484
Long-Term Liabilities
Long-term debt		718,215			719,501
Long-term obligations under capital leases		75,735			41,288
Self-insurance accruals		169,311			156,939
Employee benefits		418,731			439,899
Other liabilities and deferred credits		41,789			44,516
Deferred income taxes		48,529			15,861
Total Liabilities		2,124,200			2,209,488
Commitments and Contingencies (Notes 8, 9 and 13)
Shareholders’ Equity
Common stock, $.625 par value; authorized 100,000,000 shares; issued 62,750,994 and 62,512,456 shares, respectively		39,143			38,971
Additional paid-in capital, common stock		580,008			567,584
Retained earnings		821,187			890,915
Cost of repurchased common stock (7,884,597 and 13,287,693 shares, respectively)		(340,912	)		(575,219	)
Total Common Shareholders’ Equity		1,099,426			922,251
Accumulated Other Comprehensive Loss		(279,894	)		(235,522	)
Total Shareholders’ Equity		819,532			686,729
Total Liabilities and Shareholders’ Equity	$	2,943,732		$	2,896,217

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Con-way Inc.

Statements of Consolidated Operations

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands except per share data)
Revenues	$	4,952,000		$	4,269,239		$	5,036,817
Costs and Expenses
Salaries, wages and employee benefits		2,024,606			1,853,585			1,974,571
Purchased transportation		1,265,848			983,432			1,208,187
Other operating expenses		547,095			495,196			540,218
Fuel and fuel-related taxes		464,997			359,037			574,972
Depreciation and amortization		192,502			192,411			208,251
Maintenance		123,864			106,776			110,688
Rents and leases		117,312			99,244			93,594
Purchased labor		113,435			67,820			72,045
Loss from impairment of goodwill and other intangible assets		19,181			134,813			37,796
Restructuring charges		4,990			2,853			23,873
		4,873,830			4,295,167			4,844,195
Operating Income (Loss)		78,170			(25,928	)		192,622
Other Income (Expense)
Investment income		1,327			2,358			5,672
Interest expense		(59,015	)		(64,440	)		(62,936	)
Miscellaneous, net		(3,925	)		(2,259	)		(441	)
		(61,613	)		(64,341	)		(57,705	)
Income (Loss) from Continuing Operations Before Income Tax Provision		16,557			(90,269	)		134,917
Income Tax Provision		12,572			17,478			69,494
Income (Loss) from Continuing Operations		3,985			(107,747	)		65,423
Discontinued Operations, net of tax
Gain from Disposal		—			—			8,326
Net Income (Loss)		3,985			(107,747	)		73,749
Preferred Stock Dividends		—			3,189			6,788
Net Income (Loss) Applicable to Common Shareholders	$	3,985		$	(110,936	)	$	66,961
Net Income (Loss) From Continuing Operations Applicable to Common Shareholders	$	3,985		$	(110,936	)	$	58,635
Weighted-Average Common Shares Outstanding
Basic		52,507,320			47,525,862			45,427,317
Diluted		53,169,299			47,525,862			48,619,292
Earnings (Loss) Per Common Share
Basic
Net Income (Loss) from Continuing Operations	$	0.08		$	(2.33	)	$	1.29
Gain from Disposal		—			—			0.18
Net Income (Loss) Applicable to Common Shareholders	$	0.08		$	(2.33	)	$	1.47
Diluted
Net Income (Loss) from Continuing Operations	$	0.07		$	(2.33	)	$	1.23
Gain from Disposal		—			—			0.17
Net Income (Loss) Applicable to Common Shareholders	$	0.07		$	(2.33	)	$	1.40

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Con-way Inc.

Statements of Consolidated Cash Flows

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Cash and Cash Equivalents, Beginning of Year	$	476,575		$	278,253		$	176,298
Operating Activities
Net income (loss)		3,985			(107,747	)		73,749
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Discontinued operations, net of tax		—			—			(8,326	)
Depreciation and amortization, net of accretion		189,517			185,428			202,449
Non-cash compensation and employee benefits		20,256			34,821			17,090
Increase in deferred income taxes		68,343			7,987			37,484
Provision for uncollectible accounts		7,319			8,007			10,979
Loss from impairment of goodwill and intangible assets		19,181			134,813			37,796
Loss from restructuring activities		4,990			3,360			11,540
Loss from sales of property and equipment, net		1,243			7,922			3,149
Changes in assets and liabilities:
Receivables		(61,264	)		9,154			(26,499	)
Prepaid expenses		(4,542	)		(808	)		320
Accounts payable		31,891			2,008			(3,392	)
Accrued variable compensation		8,268			4,576			(19,728	)
Accrued liabilities, excluding accrued variable compensation and employee benefits		(20,492	)		(41,810	)		22,208
Self-insurance accruals		30,487			(2,417	)		16,955
Accrued income taxes		(39,583	)		21,163			(19,233	)
Employee benefits		(67,629	)		327			(41,376	)
Deferred charges and credits		(3,572	)		4,418			(6,771	)
Other		(3,526	)		5,450			(7,228	)
Net Cash Provided by Operating Activities		184,872			276,652			301,166
Investing Activities
Capital expenditures		(186,496	)		(68,207	)		(234,430	)
Software expenditures		(8,101	)		(5,593	)		(10,235	)
Proceeds from sales of property and equipment		12,403			15,398			8,841
Proceeds from sale-leaseback transactions		20,430			17,310			40,380
Purchases of marketable securities		(59,260	)		(164,077	)		(25,500	)
Proceeds from sales of marketable securities		59,960			164,491			48,002
Net Cash Used in Investing Activities		(161,064	)		(40,678	)		(172,942	)
Financing Activities
Repayment of long-term debt, guarantees and capital leases		(211,124	)		(22,400	)		(22,704	)
Net proceeds from short-term borrowings		7,912			2,832			2,071
Payment of debt issuance costs		(2,123	)		—			—
Net proceeds from issuance of common stock		143,325			—			—
Proceeds from exercise of stock options		3,459			4,171			10,149
Excess tax benefit from stock option exercises		433			165			755
Payments of common dividends		(20,845	)		(19,079	)		(18,274	)
Payments of preferred dividends		—			(3,507	)		(7,373	)
Net Cash Used in Financing Activities		(78,963	)		(37,818	)		(35,376	)
Net Cash Provided by (Used in) Continuing Operations		(55,155	)		198,156			92,848
Discontinued Operations
Net Cash Provided by Operating Activities		—			166			9,107
Increase (Decrease) in Cash and Cash Equivalents		(55,155	)		198,322			101,955
Cash and Cash Equivalents, End of Year	$	421,420		$	476,575		$	278,253
Supplemental Disclosure
Cash paid (refunded) for income taxes, net	$	(10,354	)	$	(10,164	)	$	46,655
Cash paid for interest, net of amounts capitalized	$	62,869		$	69,313		$	56,090
Non-cash Investing and Financing Activities
Capital lease incurred to acquire revenue equipment	$	55,534		$	49,999		$	—
Repurchased common stock issued under defined contribution plan	$	36,763		$	23,316		$	—
Repurchased common stock issued for payment of preferred dividends	$	—		$	3,189		$	—

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

39

Con-way Inc.

Statements of Consolidated Shareholders’ Equity

																								Accumulated
	Preferred Stock Series B						Common Stock					Additional									Repurchased			Other
	Number of						Number of					Paid-in			Deferred			Retained			Common			Comprehensive			Comprehensive
	Shares			Amount			Shares			Amount		Capital			Compensation			Earnings			Stock			Loss			Income (Loss)
	(Dollars in thousands except per share data)
Balance, December 31, 2007		560,998		$	6			61,914,495		$	38,615	$	653,512		$	(20,805	)	$	972,243		$	(720,583	)	$	(13,892	)
Net income		—			—			—			—		—			—			73,749			—			—		$	73,749
Other comprehensive loss:
Foreign currency translation adjustment		—			—			—			—		—			—			—			—			(1,704	)		(1,704	)
Employee benefit plans
Actuarial loss, net of deferred tax of $228,626		—			—			—			—		—			—			—			—			(357,752	)		(357,752	)
Prior-service credit, net of deferred tax of $477		—			—			—			—		—			—			—			—			(745	)		(745	)
Unrealized loss on available-for-sale security, net of deferred tax of $307		—			—			—			—		—			—			—			—			(481	)		(481	)
Comprehensive loss																											$	(286,933	)
Exercise of stock options, including tax benefits of $1,551		—			—			323,870			203		11,497			—			—			—			—
Share-based compensation, net of tax of $41		—			—			141,503			33		6,662			—			—			(274	)		—
Primary DC Plan deferred compensation		—			—			—			—		—			10,370			—			—			—
Repurchased common stock issued for conversion of preferred stock		(37,087	)		(1	)		—			—		(7,761	)		—			—			7,762			—
Common dividends declared ($.40 per share)		—			—			—			—		—			—			(18,274	)		—			—
Series B, Preferred dividends ($12.93 per share), net of tax benefits of $346		—			—			—			—		—			—			(6,788	)		—			—
Balance, December 31, 2008		523,911		$	5			62,379,868		$	38,851	$	663,910		$	(10,435	)	$	1,020,930		$	(713,095	)	$	(374,574	)
Net loss		—			—			—			—		—			—			(107,747	)		—			—		$	(107,747	)
Other comprehensive income:
Foreign currency translation adjustment		—			—			—			—		—			—			—			—			2,184			2,184
Employee benefit plans
Actuarial gain, net of deferred tax of $87,813		—			—			—			—		—			—			—			—			137,381			137,381
Prior-service credit, net of deferred tax of $477		—			—			—			—		—			—			—			—			(745	)		(745	)
Unrealized gain on available-for-sale security, net of deferred tax of $147		—			—			—			—		—			—			—			—			232			232
Comprehensive income																											$	31,305
Exercise of stock options, including tax benefits of $447		—			—			137,257			86		4,532			—			—			—			—
Share-based compensation, net of tax of $421		—			—			(4,669	)		34		10,618			—			—			(110	)		—
Primary DC Plan deferred compensation		—			—			—			—		—			10,435			—			—			—
Repurchased common stock issued for conversion of preferred stock		(30,691	)		—			—			—		(8,913	)		—			—			8,913			—
Repurchased common stock issued for redemption of preferred stock		(493,220	)		(5	)		—			—		(93,840	)		—			—			93,845			—
Repurchased common stock issued for payment of preferred stock dividend		—			—			—			—		(800	)		—			—			3,989			—
Repurchased common stock issued for 401k match		—			—			—			—		(7,923	)		—			—			31,239			—
Common dividends declared ($.40 per share)		—			—			—			—		—			—			(19,079	)		—			—
Series B, Preferred dividends ($12.93 per share), net of tax benefits of zero		—			—			—			—		—			—			(3,189	)		—			—
Balance, December 31, 2009		—		$	—			62,512,456		$	38,971	$	567,584		$	—		$	890,915		$	(575,219	)	$	(235,522	)
Net income		—			—			—			—		—			—			3,985			—			—		$	3,985
Other comprehensive loss:
Foreign currency translation adjustment		—			—			—			—		—			—			—			—			(913	)		(913	)
Employee benefit plans
Actuarial loss, net of deferred tax of $31,178		—			—			—			—		—			—			—			—			(42,885	)		(42,885	)
Prior-service credit, net of deferred tax of $386		—			—			—			—		—			—			—			—			(603	)		(603	)
Unrealized gain on available-for-sale security, net of deferred tax of $19		—			—			—			—		—			—			—			—			29			29
Comprehensive loss																											$	(40,387	)
Exercise of stock options, net of tax of $397		—			—			165,480			104		2,958			—			—			—			—
Share-based compensation, net of tax of $269		—			—			73,058			68		11,594			—			(64	)		(713	)		—
Repurchased common stock issued for 401k match		—			—			—			—		(2,128	)		—			(10,025	)		48,916			—
Common stock offering		—			—			—			—		—			—			(42,779	)		186,104			—
Common dividends declared ($.40 per share)		—			—			—			—		—			—			(20,845	)		—			—
Balance, December 31, 2010		—		$	—			62,750,994		$	39,143	$	580,008		$	—		$	821,187		$	(340,912	)	$	(279,894	)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

40

Con-way Inc.

Notes to Consolidated Financial Statements

1.   Principal Accounting Policies

Organization:  Con-way Inc. and its consolidated subsidiaries (“Con-way” or the “Company”) provide transportation and logistics services for a wide range of manufacturing, industrial and retail customers. As more fully discussed in Note 14, “Segment Reporting,” for financial reporting purposes, Con-way is divided into four reporting segments: Freight, Logistics, Truckload and Other.

Principles of Consolidation:  The consolidated financial statements include the accounts of Con-way Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Estimates:  Management makes estimates and assumptions when preparing the financial statements in conformity with accounting principles generally accepted in the U.S. These estimates and assumptions affect the amounts reported in the accompanying financial statements and notes. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Such estimates relate to revenue-related adjustments, impairment of goodwill and long-lived assets, amortization and depreciation, income tax assets and liabilities, self-insurance accruals, pension plan and postretirement obligations, contingencies, and assets and liabilities recognized in connection with acquisitions, restructurings and dispositions.

Con-way evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Estimates and assumptions are adjusted when facts and circumstances dictate. Volatility in financial markets and changing levels of economic activity increase the uncertainty inherent in such estimates and assumptions. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Recognition of Revenues:  Con-way Freight recognizes revenue between reporting periods based on relative transit time in each period and recognizes expense as incurred. Con-way Truckload recognizes revenue and related direct costs when the shipment is delivered. Estimates for future billing adjustments to revenue, including those related to weight and freight-classification verification and pricing discounts, are recognized at the time of shipment.

Menlo Worldwide Logistics recognizes revenue under the proportional-performance model based on the service outputs delivered to the customer. Revenue is recorded on a gross basis, without deducting third-party purchased transportation costs, on transactions for which Menlo Worldwide Logistics acts as a principal. Revenue is recorded on a net basis, after deducting purchased transportation costs, on transactions for which Menlo Worldwide Logistics acts as an agent.

Under certain Menlo Worldwide Logistics’ contracts, billings in excess of revenues recognized are recorded as unearned revenue. Unearned revenue is recognized over the contract period as services are provided. At December 31, 2010 and 2009, unearned revenue of $13.6 million and $16.5 million was reported in Con-way’s consolidated balance sheets as accrued liabilities. In addition, Menlo Worldwide Logistics has deferred certain direct and incremental costs related to the setup of logistics operations under long-term contracts. These deferred setup costs are recognized as expense over the contract term. At December 31, 2010 and 2009, these deferred setup costs of $13.4 million and $14.5 million were reported in the consolidated balance sheets as deferred charges and other assets.

Cash Equivalents and Marketable Securities:  Cash equivalents consist of short-term interest-bearing instruments with maturities of three months or less at the date of purchase. At December 31, 2010 and 2009, cash-equivalent investments of $388.1 million and $450.9 million, respectively, consisted primarily of commercial paper, money-market funds and certificates of deposit.

Con-way classifies its marketable debt securities as available-for-sale and reports them at fair value. Changes in the fair value of available-for-sale securities are recognized in accumulated other comprehensive income or loss

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in shareholders’ equity, unless an unrealized loss is an other-than-temporary loss. If any portion of the unrealized loss is determined to be other than temporary, that portion of the loss is recognized in earnings. At December 31, 2010 and 2009, Con-way held one long-term available-for-sale marketable security with a reported fair value of $6.0 million and $6.7 million, respectively, as more fully discussed in Note 5, “Fair-Value Measurements.”

Trade Accounts Receivable, Net:  Con-way Freight and Con-way Truckload report accounts receivable at net realizable value and provide an allowance when collection is considered doubtful. Estimates for uncollectible accounts are based on various judgments and assumptions, including revenue levels, historical loss experience and the aging of outstanding accounts receivable. Menlo Worldwide Logistics, based on the size and nature of its client base, performs a periodic evaluation of its customers’ creditworthiness and accounts receivable portfolio and recognizes expense from uncollectible accounts when losses are both probable and reasonably estimable. Activity in the allowance for uncollectible accounts is presented in the following table:

			Additions
	Balance at				Charged to Other		Write-Offs Net of			Balance at
	Beginning of Period		Charged to Expense		Accounts		Recoveries			End of Period
	(Dollars in thousands)
2010	$	3,456	$	7,319	$	—	$	(4,566	)	$	6,209
2009		5,248		8,007		—		(9,799	)		3,456
2008		3,701		10,979		—		(9,432	)		5,248

In 2008, the provision for uncollectible accounts included $4.9 million for an acquisition-related receivable.

Estimates for billing adjustments, including those related to weight and freight-classification verifications and pricing discounts, are also reported as a reduction to accounts receivable. Activity in the allowance for revenue adjustments is presented in the following table:

			Additions
	Balance at				Charged to Other					Balance at
	Beginning of Period		Charged to Expense		Accounts — Revenue		Write-Offs			End of Period
	(Dollars in thousands)
2010	$	14,454	$	—	$	85,272	$	(85,435	)	$	14,291
2009		13,758		—		83,122		(82,426	)		14,454
2008		8,372		—		126,647		(121,261	)		13,758

Property, Plant and Equipment:  Property, plant and equipment are reported at historical cost and are depreciated primarily on a straight-line basis over their estimated useful lives, generally 25 years for buildings and improvements, 4 to 14 years for revenue equipment, and 3 to 10 years for most other equipment. Leasehold improvements and assets acquired under capital leases are amortized over the shorter of the terms of the respective leases or the useful lives of the assets, with the resulting expense reported as depreciation. Depreciation expense was $178.9 million in 2010, $175.1 million in 2009 and $188.4 million in 2008.

Con-way periodically evaluates whether changes to estimated useful lives are necessary to ensure that these estimates accurately reflect the economic use of the assets. In Con-way’s periodic evaluation conducted in the first quarter of 2010, the estimated useful lives for revenue equipment were extended in response to planned capital expenditure levels. As a result of the revised estimates, in January 2010, Con-way Freight extended the estimated useful life for most of its tractors to 10 years from 8 years and extended the estimated useful life for its trailers to 14 years from 13 years. Also effective in January 2010, Con-way Truckload extended the estimated useful life for its tractors to 6 years from 4 years, and decreased the associated estimated salvage values. In June 2010, the Con-way board of directors approved an accelerated fleet replacement program for Con-way Truckload that is expected to replace nearly the entire tractor fleet by 2012 and change the estimated useful lives of tractors to 4 years based on the planned replacement cycles. This fleet replacement program returns the current 6-year life to a 4-year life by 2012 and also impacts associated estimated salvage values depending on when the units are scheduled to be replaced. As a result of these combined changes, 2010 depreciation expense declined by $6.8 million, while net income available to common shareholders increased by $4.2 million ($0.08 per diluted share).

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Expenditures for equipment maintenance and repairs are charged to operating expenses as incurred; betterments are capitalized. Gains (losses) on sales of equipment and property are recorded in other operating expenses.

Tires:  The cost of replacement tires are expensed at the time those tires are placed into service, as is the case with other repairs and maintenance costs. The cost of tires on new revenue equipment is capitalized and depreciated over the estimated useful life of the related equipment.

Capitalized Software, Net:  Capitalized software consists of certain direct internal and external costs associated with internal-use software, net of accumulated amortization. Amortization of capitalized software is computed on an item-by-item basis over a period of 3 to 10 years, depending on the estimated useful life of the software. Amortization expense related to capitalized software was $10.3 million in 2010, $12.9 million in 2009 and $14.4 million in 2008. Accumulated amortization at December 31, 2010 and 2009 was $140.7 million and $134.0 million, respectively.

Long-Lived Assets:  Con-way performs an impairment analysis of long-lived assets whenever circumstances indicate that the carrying amount may not be recoverable. For assets that are to be held and used, an impairment charge is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than carrying value. If impairment exists, a charge is recognized for the difference between the carrying value and the fair value. Fair values are determined using quoted market values, discounted cash flows or external appraisals, as applicable. Assets held for disposal are carried at the lower of carrying value or estimated net realizable value. Con-way’s accounting policies for goodwill and other long-lived intangible assets are more fully discussed in Note 2, “Goodwill and Intangible Assets.”

Book Overdrafts:  Book overdrafts represent outstanding drafts not yet presented to the bank that are in excess of recorded cash. These amounts do not represent bank overdrafts, which occur when drafts presented to the bank are in excess of cash in Con-way’s bank account, and would effectively be a loan to Con-way. At December 31, 2010 and 2009, book overdrafts of $24.2 million and $35.7 million, respectively, were included in accounts payable.

Income Taxes:  Deferred income taxes are provided for the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Con-way uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate anticipated to be in effect when the taxes are paid.

Self-Insurance Accruals:  Con-way uses a combination of large-deductible purchased insurance and self-insurance programs to provide for the costs of medical, vehicular, cargo and workers’ compensation claims. The long-term portion of self-insurance accruals relates primarily to workers’ compensation and vehicular claims that are expected to be payable over several years. Con-way periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense.

The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the undiscounted liability associated with claims incurred as of the balance sheet date, including claims not reported. Accordingly, changes in these assumptions and factors can materially affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.

Con-way participates in a reinsurance pool to reinsure a portion of its workers’ compensation and vehicular liabilities. Each participant in the pool cedes claims to the pool and assumes an equivalent amount of claims. Reinsurance does not relieve Con-way of its liabilities under the original policy. However, in the opinion of management, potential exposure to Con-way for non-payment is minimal. At December 31, 2010 and 2009, Con-way had recorded a liability related to assumed claims of $49.8 million and $42.1 million, respectively, and had recorded a receivable from the re-insurance pool of $44.7 million and $35.8 million, respectively. Revenues related to these reinsurance activities are reported net of the associated expenses and are classified as other operating expenses. In connection with its participation in the reinsurance pool, Con-way recognized operating income of $4.1 million in 2010, $4.0 million in 2009 and $1.7 million in 2008.

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Foreign Currency Translation:  Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation adjustment in the statements of consolidated shareholders’ equity. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in results of operations and are reported as miscellaneous, net in the statements of consolidated operations.

Con-way has determined that advances to certain of its foreign subsidiaries are indefinite in nature. Accordingly, the corresponding foreign currency translation gains or losses related to these advances are included in the foreign currency translation adjustment in the statements of consolidated shareholders’ equity.

Marketing Expenses:  Marketing costs, including sales promotions, printed sales materials and advertising, are expensed as incurred and are classified as other operating expenses. Marketing expenses were $9.6 million in 2010, $9.7 million in 2009 and $8.9 million in 2008.

Earnings (Loss) Per Share (EPS):  Basic EPS for continuing operations is computed by dividing reported net income (loss) from continuing operations (after preferred stock dividends) by the weighted-average common shares outstanding. Diluted EPS is calculated as follows:

	Years Ended December 31,
	2010		2009			2008
	(Dollars in thousands except per share data)
Numerator:
Continuing operations (after preferred stock dividends), as reported	$	3,985	$	(110,936	)	$	58,635
Add-backs:
Dividends on Series B preferred stock, net of replacement funding		—		—			1,147
Continuing operations		3,985		(110,936	)		59,782
Discontinued operations		—		—			8,326
Applicable to common shareholders	$	3,985	$	(110,936	)	$	68,108
Denominator:
Weighted-average common shares outstanding		52,507,320		47,525,862			45,427,317
Stock options and nonvested stock		661,979		—			265,541
Series B preferred stock		—		—			2,926,434
		53,169,299		47,525,862			48,619,292
Antidilutive securities excluded from the computation of diluted EPS		1,582,355		5,025,354			1,608,405
Earnings (Loss) per Diluted Share:
Continuing operations	$	0.07	$	(2.33	)	$	1.23
Discontinued operations		—		—			0.17
Applicable to common shareholders	$	0.07	$	(2.33	)	$	1.40

In the computation of diluted EPS, only potential common shares that are dilutive are included. Potential common shares are dilutive if they reduce earnings per share or increase loss per share. Stock options, nonvested stock and convertible preferred stock are not included in the computation if the result is antidilutive, such as when a loss applicable to common shareholders is reported.

New Accounting Standards:  In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Multi-Deliverable Revenue Arrangements- a consensus of the FASB Emerging Issues Task Force.” ASU

44

2009-13 was codified in the “Revenue Recognition” topic of the FASB Accounting Standards Codification, which details the requirements that must be met for an entity to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered. ASU 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be allocated among separate units of accounting. One of the current requirements is that there be objective and reliable evidence of the standalone selling price of the undelivered items, which must be supported by either vendor-specific objective evidence (“VSOE”) or third-party evidence. ASU 2009-13 modifies the current GAAP by amending the objective and reliable evidence threshold to allow use of estimated selling price when VSOE does not exist. Under ASU 2009-13, deliverables would be expected to meet the separation criteria more frequently. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. Con-way will apply the guidance prospectively to revenue arrangements entered into or materially modified on or after January 1, 2011. Con-way does not expect the adoption of ASU 2009-13 to have a material effect on its financial statements.

Reclassifications:  Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation.

2.   Goodwill and Intangible Assets

Goodwill

Goodwill is recorded as the excess of an acquired entity’s purchase price over the amounts assigned to assets acquired (including separately recognized intangible assets) and liabilities assumed. Goodwill is not amortized but is assessed for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The assessment requires the comparison of the fair value of a reporting unit to the carrying value of its net assets, including allocated goodwill. If the carrying value of the reporting unit exceeds its fair value, Con-way must then compare the implied fair value of the reporting-unit goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting-unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

45

The following table shows the changes in the gross carrying amounts of goodwill attributable to each applicable segment:

	Logistics			Truckload			Other		Total
	(Dollars in thousands)
Balance at December 31, 2008
Goodwill	$	54,453		$	464,598		$	727	$	519,778
Accumulated impairment losses		(31,822	)		—			—		(31,822	)
		22,631			464,598			727		487,956
Impairment charge		—			(134,813	)		—		(134,813	)
Change in foreign currency exchange rates		515			—			—		515
Balances at December 31, 2009
Goodwill		54,968			464,598			727		520,293
Accumulated impairment losses		(31,822	)		(134,813	)		—		(166,635	)
		23,146			329,785			727		353,658
Impairment charge		(16,414	)		—			—		(16,414	)
Change in foreign currency exchange rates		406			—			—		406
Balances at December 31, 2010
Goodwill		55,374			464,598			727		520,699
Accumulated impairment losses		(48,236	)		(134,813	)		—		(183,049	)
	$	7,138		$	329,785		$	727	$	337,650

In the first quarter of 2009, Con-way evaluated its goodwill for impairment prior to its annual measurement date due primarily to deteriorating truckload market conditions, lower profit projections for Con-way Truckload and a decline in Con-way’s market capitalization. In the first quarter of 2009, Con-way determined that the goodwill associated with Con-way Truckload was impaired and, as a result, Con-way Truckload recognized a $134.8 million impairment charge to reduce the carrying amount of the goodwill to its implied fair value. The impairment charge was primarily due to lower projected revenues and operating income in future years and a discount rate that reflected the adverse economic and market conditions at the measurement date. In connection with the annual impairment test in the fourth quarter of 2010, Con-way concluded that the goodwill of Con-way Truckload was not impaired at December 31, 2010.

For the valuation of Con-way Truckload, Con-way applied two equally weighted methods: public-company multiples and a discounted cash flow model. The key assumptions used in the discounted cash flow model were cash flow projections involving forecasted revenues and expenses, capital expenditures, working capital changes, the discount rate and the terminal growth rate applied to projected future cash flows. The discount rate was equal to the estimated weighted-average cost of capital for the reporting unit from a market-participant perspective. The terminal growth rate was based on inflation assumptions adjusted for factors that may impact future growth such as industry-specific expectations.

In the third quarter of 2010, Con-way evaluated the goodwill associated with Chic Logistics due primarily to continued operating losses and lower-than-forecasted operating results at the Chic Logistics reporting unit. Con-way determined that the goodwill related to Chic Logistics was impaired and, as a result, Menlo Worldwide Logistics recognized a $16.4 million impairment charge to reduce the carrying amount of the goodwill to zero. The impairment was primarily due to a decrease in projected operating income in future years. For the valuation of Chic Logistics, Con-way utilized a discounted cash flow model.

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Intangible Assets

The fair value of intangible assets is amortized on a straight-line basis over the estimated useful life. Amortization expense related to intangible assets was $3.3 million in 2010, $4.4 million in 2009 and $5.4 million in 2008. Intangible assets consisted of the following:

	December 31, 2010				December 31, 2009
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(Dollars in thousands)
Customer relationships	$	27,530	$	10,339	$	31,472	$	8,346

In the first quarter of 2010 and the fourth quarter of 2008, Con-way evaluated the fair value of Chic Logistics’ customer-relationship intangible asset due to lower projected revenues from customers comprising the customer relationship intangible asset. As a result, Menlo Worldwide Logistics recognized impairment losses of $2.8 million in 2010 and $6.0 million in 2008 to reduce the carrying amount of the intangible asset to its estimated fair value, which was determined using an income approach that utilized a discounted cash flow model. The impairment charge in 2010 reduced the carrying amount of Chic Logistics’ intangible asset to zero.

Estimated amortization expense for the next five years is presented in the following table:

	(Dollars in
	thousands)
Year ending December 31:
2011	$	3,100
2012		2,700
2013		2,400
2014		2,400
2015		2,400

3.   Restructuring Activities

During the periods presented, Con-way incurred expenses in connection with a number of restructuring activities. These expenses are reported as restructuring charges in the statements of consolidated operations. As detailed below, Con-way recognized restructuring charges of $5.0 million in 2010, $2.9 million in 2009, and $23.9 million in 2008, and expects to recognize $2.9 million of additional expense in 2011. Con-way’s remaining liability for amounts expensed but not yet paid was $4.0 million at December 31, 2010. The remaining liability relates primarily to employee-separation costs that are expected to be paid in 2011 and operating lease commitments that are expected to be paid over several years.

Con-way Other

Outsourcing Initiative

In 2009, as part of an ongoing effort to reduce costs and improve efficiencies, Con-way initiated a project to outsource a significant portion of its information-technology infrastructure function and a small portion of its administrative and accounting functions. Con-way does not expect to incur additional restructuring charges for the outsourcing initiative.

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The following table summarizes the effect of the outsourcing initiative for the years ended December 31, 2010 and 2009:

	Employee-			Contract-
	Separation			Termination
	Costs			Costs			Total
	(Dollars in thousands)
2009 charges	$	3,360		$	—		$	3,360
Balance at December 31, 2009		3,360			—			3,360
2010 charges		1,766			728			2,494
Cash payments		(5,126	)		(357	)		(5,483	)
Balance at December 31, 2010	$	—		$	371		$	371
Total expense recognized to date	$	5,126		$	728		$	5,854

In 2010, Con-way allocated corporate outsourcing charges of $1.9 million and $0.6 million to the Freight and Logistics segments, respectively, compared to $2.6 million and $0.8 million, respectively, in 2009.

Consolidation of Executive Offices

In 2010, in an effort to more closely align corporate functions and better support the business, Con-way initiated a project to consolidate its executive offices located in San Mateo, California and Ann Arbor, Michigan. As a result, the office in San Mateo will be closed and the office in Ann Arbor will serve as Con-way’s principal executive office. Con-way expects the consolidation to be substantially complete by the end of the second quarter of 2011.

The following table summarizes the effect of the initiative for year ended December 31, 2010:

	Employee-		Relocation
	Separation		and Other
	Costs		Costs		Total
	(Dollars in thousands)
2010 charges	$	2,496	$	—	$	2,496
Cash payments		—		—		—
Balance at December 31, 2010	$	2,496	$	—	$	2,496
Total expense recognized to date	$	2,496	$	—	$	2,496
Expected remaining expenses	$	1,441	$	1,489	$	2,930

In 2010, Con-way allocated charges associated with the consolidation of executive offices of $1.8 million, $0.4 million, and $0.3 million to the Freight, Truckload, and Logistics segments, respectively.

Con-way Freight

Operational Restructuring

In August 2007, Con-way Freight began an operational restructuring to combine its three regional operating companies into one centralized operation to improve the customer experience and streamline its processes. The reorganization into a centralized entity was intended to improve customer service and efficiency through the development of uniform pricing and operational processes, and implementation of best practices. Con-way Freight completed the initiative in 2008. In connection with the operational restructuring, Con-way recognized expense of $3.4 million in 2008. The remaining liability for amounts expensed but not yet paid was $0.8 million at December 31, 2010.

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Network Re-Engineering

In November 2008, Con-way Freight completed a major network re-engineering to reduce service exceptions, improve on-time delivery and bring faster transit times while deploying a lower-cost, more efficient service center network better aligned to customer needs and business volumes. The re-engineering did not change Con-way Freight’s service coverage, but did involve the closure of 40 service centers, with shipment volumes from closing locations redistributed and balanced among more than 100 nearby service centers. In connection with the network re-engineering, Con-way recognized $1.6 million of net adjustments that reduced expense in 2009, compared to expense of $15.0 million in 2008. The remaining liability for amounts expensed but not yet paid was $0.3 million at December 31, 2010.

Economic Workforce Reduction

In December 2008, Con-way Freight reduced its workforce by 1,450 positions. The workforce reduction was in response to a decline in year-over-year business volumes that accelerated during the fourth quarter of 2008. In addition to reducing the workforce at operating locations, the reduction also eliminated positions at Con-way Freight’s general office and administrative center, and included a realignment of its area and regional division structure to streamline management. In connection with the economic workforce reduction, Con-way recognized expense of $1.1 million in 2009 and $5.5 million in 2008. There was not a remaining liability at December 31, 2010.

4.   Discontinued Operations

Discontinued operations in the periods presented relate primarily to the shut-down of Emery Worldwide Airlines, Inc. (“EWA”) in 2001. Results from EWA reflect a gain from the recovery of prior losses, as more fully discussed below, and adjustments to loss estimates. In connection with the cessation of its air-carrier operations in 2001, EWA terminated the employment of all of its pilots and flight crewmembers. In 2008, EWA settled the remaining legal actions brought by the pilots and crewmembers for $0.6 million and recognized a $1.6 million gain (net of tax of $1.0 million) to eliminate a previously recorded accrued liability. Also in 2008, Con-way received a $10.0 million payment from insurers related to the recovery of prior losses and, as a result, recognized a gain of $6.3 million (net of tax of $3.7 million).

5.   Fair-Value Measurements

Assets and liabilities reported at fair value are classified in one of the following three levels within the fair-value hierarchy:

Level 1:  Quoted market prices in active markets for identical assets or liabilities

Level 2:  Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3:  Unobservable inputs that are not corroborated by market data

Financial Assets Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of financial instruments within the fair-value hierarchy:

	December 31, 2010
	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Cash equivalents	$	388,053	$	118,763	$	269,290	$	—
Other marketable securities		6,039		—		—		6,039

	December 31, 2009
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	450,915	$	143,578	$	307,337	$	—
Other marketable securities		6,691		—		—		6,691

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Cash equivalents consist of short-term interest-bearing instruments (primarily commercial paper, money-market funds and certificates of deposit) with maturities of three months or less at the date of purchase.

Money-market funds reflect their published net asset value and are classified as Level 1 instruments within the fair-value hierarchy. Commercial paper and certificates of deposit are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments within the fair-value hierarchy. At December 31, 2010, the average remaining maturity of the cash equivalents was less than one month. Based on their short maturities, the carrying amount of the cash equivalents approximates their fair value.

Con-way holds one auction-rate security, which is valued with an income approach that utilizes a discounted cash flow model. The following table summarizes the change in fair values of Con-way’s auction-rate security, which was valued using Level 3 inputs:

	Auction-Rate Security
	(Dollars in thousands)
Balance at December 31, 2007	$	—
Transfer in from Level 2		7,500
Unrealized loss		(788	)
Balance at December 31, 2008	$	6,712
Unrealized gain		379
Partial redemption		(400	)
Balance at December 31, 2009	$	6,691
Unrealized gain		48
Partial redemption		(700	)
Balance at December 31, 2010	$	6,039

For the periods presented, the fair value of Con-way’s auction-rate security varied due primarily to changes in interest-rate benchmarks. Con-way has recorded a cumulative $0.4 million decline in the carrying value of the auction-rate security with an equal and offsetting unrealized loss in accumulated other comprehensive loss in shareholders’ equity. Con-way has evaluated the unrealized loss and concluded that the decline in fair value is not other-than-temporary.

Non-financial Assets Measured at Fair Value on a Recurring Basis

Con-way measured the fair value of its reporting units with goodwill as part of a goodwill impairment test. The inputs used to measure the fair value of the reporting units were within Level 3 of the fair-value hierarchy. The fair-value methods applied by Con-way are more fully discussed in Note 2, “Goodwill and Intangible Assets.”

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6.   Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
	2010		2009
	(Dollars in thousands)
Wages and salaries	$	34,732	$	30,856
Employee benefits		34,683		34,534
Compensated absences		32,547		40,214
Variable compensation		27,073		18,805
Taxes other than income taxes		20,517		22,144
Interest		17,750		20,516
Other		35,929		43,247
Total accrued liabilities	$	203,231	$	210,316

7.   Debt and Other Financing Arrangements

Long-term debt consisted of the following:

	December 31,
	2010			2009
	(Dollars in thousands)
87/8% Notes due 2010 (interest payable semi-annually)	$	—		$	200,000
Fair market value adjustment		—			2,166
Discount		—			(61	)
		—			202,105
Promissory note, 2.61%, due 2011 (interest paid quarterly)		1,400			1,400
7.25% Senior Notes due 2018 (interest payable semi-annually)		425,000			425,000
6.70% Senior Debentures due 2034 (interest payable semi-annually)		300,000			300,000
Discount		(6,785	)		(6,899	)
		293,215			293,101
		719,615			921,606
Less current maturities		(1,400	)		(202,105	)
Long-term debt	$	718,215		$	719,501

Revolving Credit Facility:  In November 2010, Con-way entered into a four-year $325 million unsecured revolving credit facility that replaced the existing $400 million facility. The new revolving facility, which terminates on November 4, 2014, is available for cash borrowings and issuance of letters of credit. At December 31, 2010, no cash borrowings were outstanding under the credit facility; however, $182.2 million of letters of credit were outstanding, leaving $142.8 million of available capacity for additional letters of credit or cash borrowings, subject to compliance with financial covenants and other customary conditions to borrowing. The letters of credit outstanding at December 31, 2010 provided collateral for Con-way’s self-insurance programs.

Under the agreement, standby letter of credit fees are equal to a margin that is dependent upon Con-way’s leverage ratio, and cash borrowings bear interest at a rate based upon LIBOR or the lead bank’s base rate, in each case plus a margin dependent on Con-way’s leverage ratio. The credit facility fee ranges from 0.25% to 0.45% applied to the total facility of $325 million based on Con-way’s leverage ratio. The revolving facility is guaranteed by certain of Con-way’s material domestic subsidiaries and contains two financial covenants: (i) a leverage ratio and (ii) a fixed-charge coverage ratio. There are also various restrictive covenants, including limitations on (i) the

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incurrence of liens, (ii) consolidations, mergers and asset sales, and (iii) the incurrence of additional subsidiary indebtedness.

Other Credit Facilities and Short-term Borrowings:  At December 31, 2010, Con-way had $24.9 million of bank guarantees, letters of credit and overdraft facilities outstanding under other credit facilities.

Con-way had short-term borrowings of $18.6 million and $10.3 million at December 31, 2010 and 2009, respectively. Excluding the non-interest bearing borrowings described below, the weighted-average interest rate on the short-term borrowings was 4.9% at December 31, 2010 and December 31, 2009.

Of the short-term borrowings outstanding at December 31, 2010 and 2009, non-interest bearing borrowings of $4.9 million and $3.9 million, respectively, related to a credit facility that Menlo Worldwide Logistics utilizes for one of its logistics contracts. Borrowings under the facility related to amounts the financial institution paid to vendors on behalf of Menlo Worldwide Logistics.

87/8% Notes due 2010:   Con-way repaid the $200.0 million outstanding in May 2010.

7.25% Senior Notes due 2018:  The 7.25% Senior Notes bear interest at a rate of 7.25% per year, payable semi-annually on January 15 and July 15 of each year. Con-way may redeem the 7.25% Senior Notes, in whole or in part, on not less than 30 nor more than 60-days notice, at a redemption price equal to the greater of (i) the principal amount being redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted at the redemption date on a semi-annual basis at the rate payable on a Treasury note having a comparable maturity plus 50 basis points. There are also various restrictive covenants, including limitations on (i) the incurrence of liens, and (ii) consolidations, mergers and asset sales. Including amortization of underwriting fees and related debt costs, interest expense on the 7.25% Senior Notes due 2018 is recognized at an annual effective interest rate of 7.37%.

Holders of the 7.25% Senior Notes have the right to require Con-way to repurchase the notes if, upon the occurrence of both (i) a change in control, and (ii) a below investment-grade rating by any two of Moody’s, Standard and Poor’s or Fitch Ratings. The repurchase price would be equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest.

Senior Debentures due 2034:  The $300 million aggregate principal amount of Senior Debentures bear interest at the rate of 6.70% per year, payable semi-annually on May 1 and November 1 of each year. Con-way may redeem the Senior Debentures, in whole or in part, on not less than 30 nor more than 60-days notice, at a redemption price equal to the greater of (i) the principal amount being redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Debentures being redeemed, discounted at the redemption date on a semi-annual basis at the rate payable on a Treasury note having a comparable maturity plus 35 basis points. The Senior Debentures were issued under an indenture that restricts Con-way’s ability, with certain exceptions, to incur debt secured by liens. Including amortization of a discount, interest expense on the 6.70% Senior Debentures Due 2034 is recognized at an annual effective interest rate of 6.90%.

Other:  The aggregate annual maturities of long-term debt for the next five years ending December 31 are $1.4 million in 2011. Following 2011, Con-way does not have any principal payments due until 2018.

As of December 31, 2010 and 2009, the estimated fair value of long-term debt was $790 million and $970 million, respectively. Fair values were estimated based on current rates offered for debt with similar terms and maturities.

8.   Leases

Con-way and its subsidiaries are obligated under non-cancelable leases for certain facilities, equipment and vehicles. Certain leases also contain provisions that allow Con-way to extend the leases for various renewal periods.

In 2010 and 2009, Con-way acquired tractors for Con-way Freight and Con-way Truckload under various capital-lease agreements with lease terms ranging from three to five years and extending into 2015. Under the

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agreements, Con-way guarantees the residual value of the tractors at the end of the lease term. The stated amounts of the residual-value guarantees have been included in the minimum lease payments below.

A portion of the capital-lease agreements relates to tractors that were previously owned by Con-way Truckload. Under sale-leaseback arrangements involving these tractors, Con-way received sale proceeds of $20.4 million in 2010 and $17.3 million in 2009.

In connection with the capital leases, Con-way reported $105.6 million and $50.0 million of revenue equipment and $13.8 million and $0.7 million of accumulated depreciation in the consolidated balance sheets at December 31, 2010 and 2009, respectively.

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year, at December 31, 2010, were as follows:

	Capital Leases			Operating Leases
	(Dollars in thousands)
Year ending December 31:
2011	$	21,660		$	73,957
2012		25,987			53,235
2013		23,055			34,536
2014		20,046			20,105
2015		11,849			13,350
Thereafter (through 2020)		—			26,095
Total minimum lease payments		102,597		$	221,278
Amount representing interest		(8,188	)
Present value of minimum lease payments		94,409
Current maturities of obligation under capital leases		(18,674	)
Long-term obligations under capital leases	$	75,735

Future minimum lease payments in the table above are net of $4.8 million of sublease income expected to be received under non-cancelable subleases.

In June 2008, Menlo Worldwide Logistics entered into agreements to sell and lease back two warehouses located in Singapore. In connection with the sale of the warehouses, Menlo Worldwide Logistics received $40.4 million. The remaining unamortized gain, $14.9 million at December 31, 2010, is classified as a deferred credit in the consolidated balance sheets and will be amortized as a reduction to lease expense over the ten-year term of the leases. Each lease contains an option to renew for an additional five-year term. Future minimum payments associated with these leases are included in the table above.

Rental expense for operating leases comprised the following:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Minimum rentals	$	118,838		$	103,925		$	97,458
Sublease rentals		(1,526	)		(4,681	)		(3,864	)
	$	117,312		$	99,244		$	93,594

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9.   Income Taxes

The components of the provision for income taxes were as follows:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Current provision (benefit)
Federal	$	(52,792	)	$	7,849		$	20,040
State and local		179			624			5,772
Foreign		1,589			2,237			3,418
		(51,024	)		10,710			29,230
Deferred provision (benefit)
Federal		63,509			5,541			42,757
State and local		2,533			(262	)		2,949
Foreign		(2,446	)		1,489			(5,442	)
		63,596			6,768			40,264
	$	12,572		$	17,478		$	69,494

Income taxes have been provided for foreign operations based upon the various tax laws and rates of the countries in which operations are conducted. The components of income (loss) before income taxes were as follows:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
U.S. sources	$	30,706		$	(94,089	)	$	184,068
Non-U.S. sources		(14,149	)		3,820			(49,151	)
	$	16,557		$	(90,269	)	$	134,917

Con-way’s income tax provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax income (loss) as shown in the following reconciliation:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Federal statutory tax rate of 35%	$	5,795		$	(31,594	)	$	47,221
State income tax, net of federal income tax benefit		2,607			(676	)		7,136
Foreign taxes in excess of (less than) U.S. statutory rate		(1,606	)		2,388			2,310
Non-deductible operating expenses and tax-exempt income		878			2,231			2,260
Creditable foreign tax, net of foreign tax credits		631			246			1,383
Non-deductible goodwill impairment and write-down of an acquisition-related receivable		5,745			47,185			12,869
Fuel tax credit		(4,054	)		(3,123	)		(2,853	)
Other, net		2,576			821			(832	)
Income tax provision	$	12,572		$	17,478		$	69,494

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The components of deferred tax assets and liabilities related to the following:

	December 31,
	2010			2009
	(Dollars in thousands)
Deferred tax assets
Employee benefits	$	163,119		$	198,987
Self-insurance accruals		42,950			40,085
Capital-loss carryforwards		92			1,223
Operating-loss carryforwards		15,636			8,295
Tax-credit carryforwards		6,259			5,878
Share-based compensation		12,650			10,864
Other		18,149			18,615
Valuation allowance		(12,749	)		(11,179	)
		246,106			272,768
Deferred tax liabilities
Property, plant and equipment		249,071			240,416
Prepaid expenses		23,814			22,636
Revenue		7,562			6,538
Other		5,658			6,377
		286,105			275,967
Net deferred tax liability	$	(39,999	)	$	(3,199	)

Deferred tax assets and liabilities in the consolidated balance sheets are classified as current or non-current based on the related asset or liability creating the deferred tax. Deferred taxes not related to a specific asset or liability are classified based on the estimated period of reversal.

Con-way recorded valuation allowances of $12.7 million and $11.2 million as of December 31, 2010 and 2009, respectively, against deferred tax assets principally associated with capital losses, net operating losses and tax credits, as management concluded that these assets fail to meet the more-likely-than-not threshold for realization. For all other deferred tax assets, management believes it is more likely than not that the results of future operations will generate taxable income of a sufficient amount and type to realize these deferred tax assets.

Income tax receivables of $41.2 million and $2.7 million were included in other accounts receivable in Con-way’s consolidated balance sheets at December 31, 2010 and 2009, respectively.

In December 2010, the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 was signed into law. This new law contains a provision that allows for 100% bonus depreciation on certain capital expenditures incurred between September 9, 2010 and December 31, 2011. As a result of this provision, Con-way will be able to deduct a substantial portion of its 2011 capital expenditures in 2011.

At December 31, 2010, Con-way had $15.6 million of operating-loss carryforwards and $6.3 million of tax-credit carryforwards, which are available to reduce federal, state and foreign income taxes in future years. These deferred tax assets have been reduced by a valuation allowance of $11.7 million based on Con-way’s current uncertainty over whether it will generate sufficient state and foreign taxable income to fully utilize these carryforwards.

The cumulative undistributed earnings of Con-way’s foreign subsidiaries (approximately $38.8 million at December 31, 2010), which if remitted, are subject to withholding tax, have been indefinitely reinvested in the respective foreign subsidiaries’ operations until it becomes advantageous for tax or foreign exchange reasons to remit these earnings. Therefore, no withholding or U.S. taxes have been provided on this amount. The amount of

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withholding tax that would be payable on remittance of the undistributed earnings would be approximately $2 million.

Uncertain Tax Positions

Con-way recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination by a taxing authority. If the position meets the more-likely-than-not criteria, it is measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the first subsequent financial reporting period in which the threshold is no longer met.

During 2009, the estimate decreased to $22.0 million (including $7.2 million of accrued interest and penalties), due primarily to settlements with state taxing authorities. During 2010, the estimate decreased to $15.9 million (including $6.1 million of accrued interest and penalties), and are due primarily to foreign tax settlements and the lapse of statute of limitations.

At December 31, 2010 and 2009, Con-way estimated that $8 million and $12 million, respectively, of the unrecognized tax benefits, if recognized, would change the effective tax rate. In 2010, $0.6 million of interest and penalties were included in income tax expense, and in 2009, $0.1 million of interest and penalties were included in income tax expense.

The following summarizes the changes in the unrecognized tax benefits during the year, excluding interest and penalties:

	(Dollars in
	thousands)
Balance at December 31, 2008	$	17,076
Gross increases — prior-period tax positions		2,310
Gross decreases — prior-period tax positions		(1,679	)
Gross increases — current-period tax positions		715
Settlements		(2,852	)
Lapse of statute of limitations		(752	)
Balance at December 31, 2009		14,818
Gross increases — prior-period tax positions		140
Gross decreases — prior-period tax positions		(1,684	)
Gross increases — current-period tax positions		358
Settlements		(2,234	)
Lapse of statute of limitations		(1,595	)
Balance at December 31, 2010	$	9,803

Con-way is subject to examination for federal income taxes for 2005 to 2010. The Internal Revenue Service (“IRS”) has issued a Revenue Agent’s Report for tax years 2005 through 2007 proposing certain adjustments, one of which relates primarily to the treatment of certain payments to retirees and former employees of MWF by Con-way after the sale of MWF to United Parcel Service, Inc. in 2004. Con-way disagrees with this proposed adjustment and is contesting it through the IRS administrative appeals process. Con-way met with the IRS Appeals Division in 2010. If Con-way cannot settle the matter through the IRS appeals process, Con-way will litigate. Con-way anticipates that the appeals process and any litigation could take an extended period of time to resolve. Although the timing of income tax audit resolution and negotiation with taxing authorities is highly uncertain, Con-way does not anticipate a significant change to the total amount of unrecognized income tax benefits within the next 12 months. Con-way believes that it has provided adequate reserves related to all matters contained in tax periods open to

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examination. However, should Con-way experience an unfavorable outcome in this matter, it could have a material effect on its financial condition, results of operations and cash flows.

Con-way is also subject to examination by state, local, and foreign jurisdictions for 2003 to 2010. Con-way is currently under audit in numerous state and foreign tax jurisdictions, and management expects that, in the next 12 months, it is reasonably possible that the total of unrecognized tax benefits will decrease in the range of $1.6 million to $3.7 million, primarily due to settlement agreements Con-way expects to reach with various tax authorities and lapses of statute of limitations.

10.   Shareholders’ Equity

Accumulated Other Comprehensive Loss:  Con-way reports all changes in equity, except those resulting from investment by owners and distribution to owners, as comprehensive income (loss) in the statements of consolidated shareholders’ equity. The following is a summary of the components of accumulated other comprehensive loss:

	December 31,
	2010			2009
	(Dollars in thousands)
Accumulated foreign currency translation adjustments	$	(445	)	$	468
Unrealized loss on available-for-sale security, net of deferred tax benefit of $141 and $160, respectively		(220	)		(249	)
Employee benefit plans, net of deferred tax benefit of $182,366 and $150,802, respectively		(279,229	)		(235,741	)
Accumulated other comprehensive loss	$	(279,894	)	$	(235,522	)

Common Stock Offering:  In May 2010, Con-way sold 4,300,000 shares of repurchased common stock (also referred to as treasury stock) in an underwritten public offering at a price of $35.00 per share. The net proceeds from the offering were $143.3 million after deducting the underwriting discount and direct costs. The $42.8 million difference between the net proceeds and the $186.1 million historical cost of the treasury stock was recorded as a reduction to retained earnings in common shareholders’ equity.

Series B Preferred Stock:  In 1989, the Board of Directors designated a series of 1,100,000 preferred shares as Series B Cumulative Convertible Preferred Stock, $.01 stated value, which was held by the primary defined contribution retirement plan. The preferred stock earned an annual dividend of $12.93 per share that was used to pay debt service on the related retirement plan debt. Dividends on these preferred shares were deductible for income tax purposes and, accordingly, are reflected net of their tax benefits in the statements of consolidated operations.

In the second quarter of 2009, Con-way exercised its right to redeem all shares of its preferred stock that were outstanding on June 30, 2009. Each share of preferred stock was converted into common stock at a rate equal to the number of shares of common stock that could be purchased for $152.10. Accordingly, $93.8 million or 2,202,937 shares of treasury stock were issued to convert and redeem $75.0 million or 493,220 shares of outstanding preferred stock. The $18.8 million difference between the historical cost of the treasury stock and the converted preferred stock was recorded as a reduction to additional paid-in capital in common shareholder’s equity. Also on the redemption date, $4.0 million or 93,636 shares of treasury stock were used to pay the common-stock equivalent of the then-accrued $3.2 million cash dividend on preferred stock, with the $0.8 million difference recorded as a reduction to additional paid-in capital in common shareholders’ equity.

11.   Employee Benefit Plans

In the periods presented, certain employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including defined benefit pension plans, defined contribution retirement plans and a postretirement medical plan. Con-way’s defined benefit pension plans include “qualified” plans that are eligible for certain beneficial treatment under the Internal Revenue Code (“IRC”), as well as “non-qualified” plans that do not meet IRC criteria.

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Defined Benefit Pension Plans

Con-way’s qualified defined benefit pension plans (collectively, the “Qualified Pension Plans”) consist mostly of a primary qualified defined benefit pension plan (the “Primary DB Plan”), which covers the non-contractual employees and former employees of Con-way’s continuing operations as well as former employees of its discontinued operations. Con-way’s other qualified defined benefit pension plans cover only the former employees of discontinued operations.

Con-way also sponsors non-qualified defined benefit pension plans (collectively, the “Non-Qualified Pension Plans”) consisting mostly of the primary non-qualified supplemental defined benefit pension plan (the “Supplemental DB Plan”) and several other unfunded non-qualified benefit plans. The Supplemental DB Plan provides additional benefits for certain employees who are affected by IRC limitations on compensation eligible for benefits available under the qualified Primary DB Plan.

Some of Con-way’s foreign subsidiaries sponsor defined benefit pension plans that have a comparatively insignificant effect on Con-way’s consolidated financial statements. Accordingly, these international defined benefit pension plans are excluded from the disclosures below.

Benefits

Effective April 30, 2009, Con-way amended the Primary DB Plan and the Supplemental DB Plan to permanently curtail benefits associated with future increases in employee compensation. Prior to the amendment, future retirement benefits considered participants’ eligible compensation increases through 2016. As a result of the April 2009 amendment and an earlier amendment in January 2007, no additional benefits accrue under these plans and already-accrued benefits will not be adjusted for future increases in compensation. In connection with the curtailments, Con-way re-measured its plan-related assets and liabilities as of April 30, 2009.

Plan Assets

Investment Policies and Strategies

Assets of the Qualified Pension Plans are managed to long-term strategic allocation targets that seek to mitigate investment risk by investing across asset classes. Those targets are developed by analyzing a variety of diversified asset-class combinations in conjunction with the projected liability, costs and liability duration of the Qualified Pension Plans. Asset allocation studies are conducted as needed and the targets are reviewed to determine if adjustments are required. In 2010, Con-way changed its allocation targets to lower the percentage of investments in equity securities and increase the percentage of investments in fixed- income securities. Once allocation percentages are established, the portfolio is periodically rebalanced to those targets.

Con-way’s current overall investment strategy is to achieve a mix of approximately 55 percent of investments in equity securities, 42 percent in fixed-income securities and 3 percent in real estate. The target allocations for equity securities include 27 percent in U.S. large companies, 8 percent in U.S. small companies and 20 percent in international companies. Investments in equity securities are allocated between growth- and value-style investment strategies and are diversified across industries and investment managers. Investments in fixed-income securities consist primarily of high-quality U.S. corporate debt instruments in a variety of industries. Con-way’s investments in equity and fixed-income securities consist of individual securities held in managed separate accounts as well as commingled investment funds.

Con-way’s overall investment strategy does not include a percentage allocation of cash and cash equivalents; however, Con-way’s cash management policies require a minimum level of cash to provide for the payment of benefits and eligible plan expenses. Additionally, the level of cash and cash equivalents may reflect the un-invested balance of each manager’s allocated portfolio balance. This “un-invested cash” is typically held in a short-term fund that invests in money-market instruments, including commercial paper and other liquid short-term interest-bearing instruments.

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Con-way’s investment policies do not allow the investment managers to use market-timing strategies or financial derivative instruments to manage risk, except for financial futures and options or other instruments that are specifically approved by the Con-way Inc. Administrative Committee, or its designated representative. Generally, the investment managers are prohibited from short selling, trading on margin, and trading commodities, warrants or other options, except when acquired as a result of the purchase of another security, or in the case of options, when sold as part of a covered position. Con-way’s investment policies also restrict the investment managers from accumulating concentrations by issuer, country or industry segment.

The assumption of 8.0% for the overall expected long-term rate of return in 2011 was developed using asset allocation, return, risk (defined as standard deviation), and correlation expectations. The return expectations are created using long-term historical returns and current market expectations for inflation, interest rates and economic growth.

Categories and Fair-Value Measurements of Plan Assets

The following table summarizes the fair value of Con-way’s pension plan assets within the fair-value hierarchy:

	December 31, 2010
	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Cash and cash equivalents
Short-term investment fund[a]	$	17,356	$	—	$	17,356	$	—
Equity
U.S. large companies
S&P 500 index fund[a]		113,869		—		113,869		—
Growth[b]		123,153		123,153		—		—
Value[b]		145,553		145,553		—		—
U.S. small companies
Growth[b]		43,793		43,793		—		—
Value[b]		68,986		68,986		—		—
International
Growth[b]		84,069		84,069		—		—
Value fund[a]		95,240		—		95,240		—
Fixed-income securities
U.S. long-term debt instruments[c]		247,968		25,859		222,109		—
Low-duration fund[d]		85,659		85,659		—		—
Real estate
Private fund[e]		29,553		—		—		29,553
Real estate investment trust index fund[a]		18,014		—		18,014		—
Total	$	1,073,213	$	577,072	$	466,588	$	29,553

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	December 31, 2009
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents
Short-term investment fund[a]	$	21,926	$	—	$	21,926	$	—
Equity
U.S. large companies
S&P 500 index fund[a]		122,255		—		122,255		—
Growth[b]		128,522		128,522		—		—
Value[b]		117,550		117,550		—		—
U.S. small companies
Growth[b]		35,082		35,082		—		—
Value[b]		57,757		57,757
International
Growth[b]		73,843		73,843		—		—
Value fund[a]		90,257		—		90,257		—
Fixed-income securities
U.S. long-term debt instruments[c]		212,877		—		212,877		—
Real estate
Private fund[e]		27,323		—		—		27,323
Real estate investment trust index fund[a]		14,884		—		14,884		—
Total	$	902,276	$	412,754	$	462,199	$	27,323

[a]	These funds are not publicly traded and do not have readily determinable fair values. Accordingly, they are valued at their net asset value per share. The underlying investments in the funds consist primarily of publicly traded securities with quoted market prices.
[b]	Publicly traded equity securities are valued at their closing market prices.
[c]	Corporate-debt instruments are generally valued using observable bid-ask spreads or broker-provided pricing.
[d]	The low-duration fund is valued at its published net asset value per share.
[e]	The fair value of the private real estate fund is based on the fair values of the underlying assets, which consist of commercial and residential properties valued using periodic appraisals.

The following table summarizes the change in fair value for pension assets valued using Level 3 inputs:

	Private Real
	Estate Fund
	(Dollars in thousands)
Balance at December 31, 2008	$	37,159
Actual return on plan assets:
Relating to assets still held at the reporting date		(9,836	)
Balance at December 31, 2009	$	27,323
Actual return on plan assets:
Relating to assets still held at the reporting date		2,230
Balance at December 31, 2010	$	29,553

Funding

Con-way’s funding practice is to evaluate its tax and cash position and the Qualified Pension Plans’ funded status to maximize the tax deductibility of its contributions for the year. Con-way estimates that will make between $35 million and $50 million of contributions to its Qualified Pension Plans in 2011; however, this could change based on variations in interest rates, asset returns, Pension Protection Act requirements and other factors.

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Funded Status of Defined Benefit Pension Plans

The following table reports the changes in the projected benefit obligation, the fair value of plan assets and the determination of the amounts recognized in the consolidated balance sheets for Con-way’s defined benefit pension plans at December 31:

							Non-Qualified
	Qualified Pension Plans						Pension Plans
	2010			2009			2010			2009
	(Dollars in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	1,166,176		$	1,209,638		$	66,847		$	73,837
Interest cost on projected benefit obligation		69,136			69,857			3,879			4,203
Actuarial loss (gain)		118,385			(17,800	)		4,155			(5,974	)
Benefits paid		(39,047	)		(36,905	)		(4,947	)		(4,838	)
Plan curtailment		—			(58,614	)		—			(381	)
Projected and accumulated benefit obligation at end of year	$	1,314,650		$	1,166,176		$	69,934		$	66,847
Change in plan assets:
Fair value of plan assets at beginning of year	$	902,276		$	744,970		$	—		$	—
Actual return on plan assets		116,223			176,911			—			—
Con-way contributions		93,761			17,300			—			—
Benefits paid		(39,047	)		(36,905	)		—			—
Fair value of plan assets at end of year	$	1,073,213		$	902,276		$	—		$	—
Funded status of the plans	$	(241,437	)	$	(263,900	)	$	(69,934	)	$	(66,847	)
Amounts recognized in the balance sheet consist of:
Current liabilities	$	—		$	—		$	(4,757	)	$	(4,693	)
Long-term liabilities		(241,437	)		(263,900	)		(65,177	)		(62,154	)
Net amount recognized	$	(241,437	)	$	(263,900	)	$	(69,934	)	$	(66,847	)
Plans with a projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	$	1,290,483		$	1,141,053		$	69,934		$	66,847
Fair value of plan assets		1,040,882			871,745			—			—
Weighted-average assumptions as of December 31:
Discount rate		5.55	%		6.05	%		5.55	%		6.05	%

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The amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit expense, consist of the following:

							Non-Qualified
	Qualified Pension Plans						Pension Plans
	2010			2009			2010			2009
	(Dollars in thousands)
Actuarial loss	$	(444,663	)	$	(376,533	)	$	(24,512	)	$	(20,745	)
Deferred tax		173,419			146,848			9,560			8,091
	$	(271,244	)	$	(229,685	)	$	(14,952	)	$	(12,654	)

The actuarial loss for the Qualified Pension Plans and the Non-Qualified Pension Plans that will be amortized from accumulated other comprehensive loss during 2011 is $11.0 million and $0.6 million, respectively.

Net periodic benefit expense (income) and amounts recognized in other comprehensive income or loss for the years ended December 31 includes the following:

	Qualified Pension Plans									Non-Qualified Pension Plans
	2010			2009			2008			2010			2009			2008
	(Dollars in thousands)
Net periodic benefit expense (income):
Interest cost on benefit obligation	$	69,136		$	69,857		$	70,619		$	3,879		$	4,203		$	4,477
Expected return on plan assets		(75,039	)		(60,527	)		(96,965	)		—			—			—
Amortization of actuarial loss (gain)		9,071			17,235			(3,174	)		452			(2,366	)		1,911
Net periodic benefit expense (income)	$	3,168		$	26,565		$	(29,520	)	$	4,331		$	1,837		$	6,388
Amounts recognized in other comprehensive income or loss
Actuarial loss (gain)	$	77,201		$	(192,798	)	$	590,053		$	4,219		$	(6,419	)	$	4,079
Amortization of actuarial loss (gain)		(9,071	)		(17,235	)		3,174			(452	)		2,366			(1,911	)
Deferred tax		(26,571	)		81,913			(231,359	)		(1,469	)		1,580			(845	)
Loss (gain) recognized in other comprehensive income or loss	$	41,559		$	(128,120	)	$	361,868		$	2,298		$	(2,473	)	$	1,323
Total recognized in net periodic benefit expense (income) and other comprehensive income or loss	$	44,727		$	(101,555	)	$	332,348		$	6,629		$	(636	)	$	7,711
Weighted-average assumptions:
Discount rate		6.05	%		6.10	%		6.60	%		6.05	%		6.10	%		6.60	%
Discount rate — curtailment		N/A			7.85	%		N/A			N/A			7.85	%		N/A
Expected long-term rate of return on plan assets		8.50	%		8.50	%		8.50	%		—			—			—
Rate of compensation increase		—			—			3.90	%		—			—			3.90	%

Expected benefit payments for the defined benefit pension plans are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.

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	Qualified		Non-Qualified
	Pension Plans		Pension Plans
	(Dollars in thousands)
Year ending December 31:
2011	$	42,591	$	4,752
2012		45,845		4,697
2013		49,101		4,774
2014		52,604		4,788
2015		56,358		4,765
2016-2020		346,033		24,137

Defined Contribution Retirement Plans

Con-way’s defined contribution retirement plans consist mostly of the primary defined contribution retirement plan (the “Primary DC Plan”), which covers non-contractual U.S. employees. The Primary DC Plan is a voluntary defined contribution plan with a leveraged employee-stock ownership plan feature, for non-contractual U.S. employees with salary deferral qualified under Section 401(k) of the IRC. Prior to the implementation of Con-way’s cost-reduction actions, as more fully discussed below, Con-way made “matching” contributions equal to 50% of the first six percent of employees’ eligible compensation and made additional discretionary contributions to employees’ 401(k) accounts. The additional contributions, which were based on employees’ years of service, consisted of a “basic” contribution that ranged from 3% to 5% of eligible compensation and a “transition” contribution that ranged from 1% to 3% of eligible compensation.

Con-way’s expense under the Primary DC Plan was $36.7 million in 2010, $45.0 million in 2009 and $90.1 million in 2008. At December 31, 2010 and 2009, Con-way had accrued liabilities of $10.4 million and $10.5 million, respectively, for its contributions related to the Primary DC Plan. In the periods presented, Con-way’s contributions to the Primary DC Plan included allocations of Con-way preferred stock and contributions of cash and Con-way common stock. Effective in January 2009, the common stock contributions were made with treasury stock, rather than from open-market purchases from cash contributed by Con-way. In 2010 and 2009, Con-way used 1,130,515 shares and 733,219 shares, respectively, of treasury stock to fund $36.8 million and $23.3 million, respectively, of contributions to the Primary DC Plan.

In the second quarter of 2009, Con-way exercised its right to redeem all shares of its preferred stock that were outstanding on June 30, 2009, as more fully discussed in Note 10, “Shareholders’ Equity.” Prior to the redemption, allocation of preferred stock to participants’ accounts was based upon the ratio of the current year’s principal and interest payments to the total plan-related debt. Deferred compensation expense was recognized as the preferred shares were allocated to participants and was equivalent to the cost of the preferred shares allocated. Deferred compensation expense of $10.4 million was recognized in both 2009 and 2008.

Postretirement Medical Plan

Con-way sponsors a postretirement medical plan that provides health benefits to certain non-contractual employees at least 55 years of age with at least 10 years of service (the “Postretirement Plan”). The Postretirement Plan does not provide employer-subsidized retiree medical benefits for employees hired on or after January 1, 1993.

In March 2010, the Patient Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act, was signed into law. Certain provisions of this legislation eliminated future tax deductions for expenditures reimbursed under the Medicare Part D retiree drug subsidy program. Elimination of this tax deduction resulted in a $2.3 million income-tax charge in the first quarter of 2010. The effect from other provisions of the legislation were included in the determination of the benefit obligation at the actuarial plan measurement date on December 31, 2010, without a material impact on the liability.

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The following sets forth the changes in the benefit obligation and the determination of the amounts recognized in the consolidated balance sheets for the Postretirement Plan at December 31:

	2010			2009
	(Dollars in thousands)
Change in benefit obligation:
Projected and accumulated benefit obligation at beginning of year	$	89,843		$	98,733
Service cost — benefits earned during the year		1,405			1,539
Interest cost on projected benefit obligation		4,832			5,578
Actuarial loss (gain)		2,354			(10,353	)
Participant contributions		2,856			2,485
Plan amendments		(198	)		—
Benefits paid		(8,099	)		(8,139	)
Projected and accumulated benefit obligation at end of year	$	92,993		$	89,843
Funded status of the plan	$	(92,993	)	$	(89,843	)
Amounts recognized in the balance sheet consist of :
Current liabilities	$	(6,763	)	$	(7,407	)
Long-term liabilities		(86,230	)		(82,436	)
Net amount recognized	$	(92,993	)	$	(89,843	)
Discount rate assumption as of December 31		5.00	%		5.65	%

The amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit expense consist of the following:

	2010			2009
	(Dollars in thousands)
Actuarial gain	$	3,867		$	6,221
Prior-service credit		3,998			5,002
Deferred tax		(778	)		(4,377	)
	$	7,087		$	6,846

During 2011, prior-service credits of $1.2 million will be amortized from accumulated other comprehensive loss.

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Net periodic benefit expense and amounts recognized in other comprehensive income or loss for the years ended December 31 includes the following:

	2010			2009			2008
	(Dollars in thousands)
Net periodic benefit expense:
Service cost — benefits earned during the year	$	1,405		$	1,539		$	2,283
Interest cost on benefit obligation		4,832			5,578			6,771
Net amortization and deferral		(1,202	)		(1,222	)		(49	)
Net periodic benefit expense	$	5,035		$	5,895		$	9,005
Amounts recognized in other comprehensive income or loss:
Actuarial gain	$	2,354		$	(10,353	)	$	(8,926	)
Plan amendments		(198	)		—			—
Amortization of actuarial loss		—			—			(1,173	)
Amortization of prior-service credit		1,202			1,222			1,222
Deferred tax		(3,599	)		3,561			3,462
Gain recognized in other comprehensive income or loss	$	(241	)	$	(5,570	)	$	(5,415	)
Total recognized in net periodic benefit expense and other comprehensive income or loss	$	4,794		$	325		$	3,590
Discount rate assumption at December 31:		5.65	%		6.38	%		6.25	%

Expected benefit payments, which reflect expected future service, as appropriate, are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.

	Benefit Payments
	(Dollars in thousands)
Year ending December 31:
2011	$	6,655
2012		6,826
2013		7,081
2014		7,369
2015		7,610
2016-2020		40,339

The assumed health-care cost trend rates used to determine the benefit obligation are as follows:

	2010			2009
Health-care cost trend rate assumed for next year		7.80	%		8.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2027			2027

Assumed health-care cost trends affect the amounts reported for Con-way’s postretirement benefits. A one-percentage-point change in assumed health-care cost trend rates would not have a material effect on the aggregate service and interest cost, but would change the accumulated and projected benefit obligation by $3.1 million.

Long-Term Disability Plan

Con-way sponsors a long-term disability plan to provide post-employment benefits to active full-time employees who are unable to return to work due to a covered injury or sickness. For qualified disabilities, covered employees receive monetary benefits for specified disability-related medical costs and a portion of lost wage or

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salary income. Employees hired prior to July 1, 2003 generally receive benefits until age 65 while benefit payments for employees hired on or after that date generally are limited to a 36-month period.

Con-way uses a combination of purchased insurance and self-insurance for benefit payments made under its long-term disability plan. The amount recognized as expense for Con-way’s long-term disability plan depends on premiums paid, the expected timing of benefit payments and the discount rate used to measure the present value of those future benefit payments. Con-way’s discount rate is a risk-free rate based on U.S. Treasury bonds with maturities that approximate the timing of future benefit payments. The risk-free discount rate used to measure the obligation decreased to 2.09% at December 31, 2010 from 2.57% at December 31, 2009.

Con-way’s expense associated with the long-term disability plan was $11.3 million in 2010, $9.1 million in 2009, and $16.7 million in 2008. In Con-way’s consolidated balance sheets, the long-term and current portions of the long-term disability plan obligation are reported in employee benefits and accrued liabilities, respectively. At December 31, 2010, the long-term and current portions of the obligation were $22.1 million and $11.4 million, respectively, and at December 31, 2009, the long-term and current portions of the obligation were $28.2 million and $11.4 million, respectively.

Cost-Reduction Actions

In response to economic conditions, in March 2009 Con-way announced several measures to reduce costs and conserve cash, as detailed below. The measures announced in March 2009 substantially consisted of the suspension or curtailment of employee benefits and a reduction in salaries and wages.

Salaries and Wages

Effective in March 2009, the salaries and wages of certain employees were reduced by 5%, including corporate and shared-services employees and those at the Con-way Freight and Road Systems business units. Effective in January 2010, Con-way restored one-half of the salary and wage reductions. Con-way restored the remaining one-half of salary and wage reductions effective in January 2011.

Compensated Absences

Effective in April 2009, a compensated-absences benefit was suspended at Con-way Freight. During the period of suspension, no compensated-absences benefits were earned for current-year service; however, employees could use previously vested benefits. Also, effective in March 2009, Menlo Worldwide Logistics reduced its compensated-absences benefit by 25%. Effective in April 2010, Con-way Freight and Menlo Worldwide Logistics reinstated their compensated-absences benefits.

Defined Contribution Plan

Effective in April 2009, employer contributions to Con-way’s Primary DC Plan were suspended or limited. The matching and transition contributions were suspended and the basic contribution was limited to no more than 3% of an employee’s eligible compensation.

12.   Share-Based Compensation

Under terms of its share-based compensation plans, Con-way grants various types of share-based compensation awards to employees and directors. The plans provide for awards in the form of stock options, nonvested stock (also known as restricted stock), performance-share plan units and stock appreciation rights (“SARs”).

Con-way recognizes expense on a straight-line basis over the shorter of (1) the requisite service period stated in the award or (2) the period from the grant date of the award up to the employee’s retirement-eligibility date if the

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award contains an accelerated-vesting provision. The following expense was recognized for share-based compensation:

	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Salaries, wages and employee benefits	$	15,020		$	11,090		$	6,720
Deferred income tax benefit		(5,803	)		(4,262	)		(2,571	)
Net share-based compensation expense	$	9,217		$	6,828		$	4,149

As a result of executive severances in the third-quarter of 2010, Con-way modified the terms of outstanding awards for four executives. The modification resulted in the immediate vesting of certain awards and, as a result, Con-way recognized $1.1 million of expense.

The fair value of each stock option and SAR grant is estimated using the Black-Scholes option-pricing model, which considers the risk-free interest rate, and the expected award term, volatility and dividend yield. The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the award. The expected term of the award is derived from a binomial lattice model, and is based on the historical rate of voluntary exercises, post-vesting terminations and volatility. Expected volatility is based on the historical volatility of Con-way’s common stock over the most recent period equal to the expected term of the award.

At December 31, 2010, Con-way had 2,785,354 common shares available for the grant of stock options, nonvested stock or other share-based compensation under its equity plans.

Stock Options

Stock options are granted at prices equal to the market value of the common stock on the date of grant and expire 10 years from the date of grant. Stock options are granted with three-year graded-vesting terms, under which one-third of the award vests each year. Certain option awards provide for accelerated vesting as a result of a change in control, qualifying retirement, death or disability (as defined in the stock option plans).

The following table summarizes stock-option activity for 2010:

				Weighted-
				Average
	Number of			Exercise
	Options			Price
Outstanding at December 31, 2009		2,921,557		$	35.95
Exercised		(165,480	)		20.90
Expired or cancelled		(170,692	)		43.59
Outstanding at December 31, 2010		2,585,385		$	36.41
Exercisable at December 31, 2010		1,880,727		$	40.76

	Outstanding		Exercisable
Weighted-average remaining contractual term		6.18 years		5.72 years
Aggregate intrinsic value (in thousands)	$	15,601	$	6,283

The aggregate intrinsic value reported in the table above represents the total pretax value, based on Con-way’s closing common stock price of $36.57 at December 31, 2010 that would have been received by employees and directors had all of the holders exercised their in-the-money stock options on that date.

In 2010, 2009 and 2008, the aggregate intrinsic value of exercised options was $1.9 million, $2.0 million and $5.4 million, respectively. The total amount of cash received from the exercise of options in 2010, 2009 and 2008

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was $3.5 million, $4.2 million and $10.1 million, respectively, and the related tax benefit realized from the exercise of options was $0.8 million, $0.8 million and $2.1 million, respectively.

The total unrecorded deferred compensation cost of stock options, net of forfeitures, was $1.5 million, which is expected to be recognized over a weighted-average period of 0.80 years.

The following is a summary of the weighted-average assumptions used in the Black-Scholes option-pricing model and the calculated weighted-average grant-date fair value:

	2009			2008
Estimated fair value	$	5.83		$	10.47
Risk-free interest rate		2.0	%		2.8	%
Expected term (years)		4.30			4.00
Expected volatility		39	%		27	%
Expected dividend yield		1.97	%		0.91	%

Nonvested Stock

Shares of nonvested stock are valued at the market price of Con-way’s common stock at the date of award. Awards granted to directors are generally granted with three-year graded-vesting terms, while awards granted to employees generally vest three years from the award date. Nonvested stock awards provide for accelerated vesting as a result of a change in control, death or disability (as defined in the award agreement). The awards allow for pro-rata vesting if the award recipient leaves Con-way due to a qualifying retirement during the vesting period.

The following table summarizes nonvested stock activity for 2010:

				Weighted-
				Average
	Number of			Grant-Date
	Awards			Fair Value
Outstanding at December 31, 2009		605,935		$	27.52
Awarded — Employees		321,780			29.81
Awarded — Directors		16,708			33.48
Vested		(109,882	)		32.94
Forfeited		(66,029	)		26.37
Outstanding at December 31, 2010		768,512		$	27.93

The total fair value of nonvested stock that vested in 2010, 2009 and 2008 was $3.3 million, $1.4 million and $2.4 million, respectively, based on Con-way’s closing common stock price on the vesting date. The total unrecorded deferred compensation cost of shares of nonvested stock, net of forfeitures, was $9.2 million, which is expected to be recognized over a weighted-average period of 1.39 years.

Stock Appreciation Rights

In 2010, Con-way awarded cash-settled SARs to eligible employees. The SARs were granted at the stock price on the grant date and have a three-year graded-vesting term. The awards provide for accelerated vesting if the employee ceases employment due to retirement, death, disability, or a change in control (as defined in the SAR agreement). The SARs are liability-classified awards and, as a result, Con-way re-measures the fair value of the awards each reporting period until the awards are settled. During the vesting period, compensation cost is recognized based on the proportionate amount of service rendered to date. Con-way will recognize any changes in fair value after the vesting period as compensation cost in the current period. The ultimate expense recognized for the SARs is equal to the intrinsic value at settlement. Con-way’s accrued liability of $2.9 million for cash-settled SARs was determined using a weighted-average fair value of $16.41 per SAR at December 31, 2010.

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The following table summarizes SAR activity for 2010:

				Weighted-
	Number of			Average
	Rights			Exercise Price
Outstanding at December 31, 2009		—		$	—
Granted		694,033			28.92
Exercised		(28,137	)		28.92
Expired or cancelled		(38,150	)		28.92
Outstanding at December 31, 2010		627,746		$	28.92
Exercisable at December 31, 2010		21,339		$	28.92

	Outstanding		Exercisable
Weighted-average remaining contractual term		9.12 years		9.12 years
Aggregate intrinsic value (in thousands)	$	4,802	$	163

The aggregate intrinsic value reported in the table above represents the total pretax value, based on Con-way’s closing common stock price of $36.57 at December 31, 2010 that would have been received by employees and directors had all of the holders exercised their in-the-money SARs on that date. In 2010, Con-way paid $0.1 million to settle exercised SARs and realized a tax benefit of $0.1 million. The total unrecorded deferred compensation cost of SARs, net of forfeitures, was $6.2 million, which is expected to be recognized over a weighted-average period of 2.00 years.

The following is a summary of the weighted-average assumptions used in the Black-Scholes option-pricing model and the calculated weighted-average grant-date fair value:

	2010
Estimated fair value	$	10.78
Risk-free interest rate		2.4	%
Expected term (years)		4.30
Expected volatility		48	%
Expected dividend yield		1.38	%

13.   Commitments and Contingencies

Purchase Obligations

In connection with its outsourcing initiative, Con-way entered into agreements with third-party service providers in the first quarter of 2010. Payments to the third-party providers are estimated to be $240 million between 2011 and 2016, when the agreements are expected to expire. The payments under the terms of the agreements are subject to change depending on the quantities and types of services consumed. The estimated payments reflect amounts based on projections of services expected to be consumed. The contracts also contain provisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay additional fees if termination is for causes other than the failure of the service providers to perform. If Con-way had elected, for convenience, to terminate the contract for the outsourced information-technology services at December 31, 2010, the termination fee would have been approximately $39 million, compared to approximately $34 million if Con-way elects to terminate the contract on December 31, 2011.

MW

Menlo Worldwide, LLC (“MW”) has asserted claims against the sellers of Chic Holdings alleging inaccurate books and records, misstatement of revenue, and other similar matters related to the pre-sale financial performance of the Chic businesses and is pursuing all legal and equitable remedies available to MW. There currently exists a

69

$9 million hold-back in escrow against which MW may apply any award for breach of warranty under the purchase agreement. The ultimate outcome of this matter is uncertain and any resulting award will not be recognized until received.

EWA

In February 2002, a lawsuit was filed against EWA in the District Court for the Southern District of Ohio, alleging violations of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) in connection with employee layoffs and ultimate terminations due to the August 2001 grounding of EWA’s airline operations and the shutdown of the airline operations in December 2001. The court subsequently certified the lawsuit as a class action on behalf of affected employees laid off between August 11 and August 15, 2001. The WARN Act generally requires employers to give 60-days notice, or 60-days pay and benefits in lieu of notice, of any shutdown of operations or mass layoff at a site of employment. The lawsuit was tried in early January 2009, and on September 28, 2009, the court issued its decision in favor of EWA. The Plaintiffs appealed the judgment and the District Court’s decision was affirmed on February 16, 2011.

Con-way is a defendant in various other lawsuits incidental to its businesses. It is the opinion of management that the ultimate outcome of these actions will not have a material effect on Con-way’s financial condition, results of operations or cash flows.

14.   Segment Reporting

Con-way discloses segment information in the manner in which the business units are organized for making operating decisions, assessing performance and allocating resources. For the periods presented, Con-way is divided into the following four reporting segments:

•  Freight.  The Freight segment consists of the operating results of the Con-way Freight business unit, which provides regional, inter-regional and transcontinental less-than-truckload freight services throughout North America.

•  Logistics.  The Logistics segment consists of the operating results of the Menlo Worldwide Logistics business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight brokerage services.

•  Truckload.  The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.

•  Other.  The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments.

Financial Data

Management evaluates segment performance primarily based on revenue and operating income (loss). Accordingly, investment income, interest expense, and other non-operating items are not reported in segment results. Corporate expenses are generally allocated based on measurable services provided to each segment, or for general corporate expenses, based on segment revenue. Inter-segment revenue and related operating income (loss) have been eliminated to reconcile to consolidated revenue and operating income (loss). Transactions between segments are generally based on negotiated prices.

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	Years Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Revenues before Inter-segment Eliminations
Freight	$	3,075,064		$	2,623,989		$	3,071,015
Logistics		1,477,988			1,331,894			1,511,979
Truckload		569,741			564,071			665,717
Other		52,890			20,442			47,041
Inter-segment Revenue Eliminations		(223,683	)		(271,157	)		(258,935	)
	$	4,952,000		$	4,269,239		$	5,036,817
Inter-segment Revenue Eliminations
Freight	$	49,027		$	49,689		$	55,056
Logistics		18,768			5,881			368
Truckload		108,631			198,949			160,516
Other		47,257			16,638			42,995
	$	223,683		$	271,157		$	258,935
Revenues from External Customers
Freight	$	3,026,037		$	2,574,300		$	3,015,959
Logistics		1,459,220			1,326,013			1,511,611
Truckload		461,110			365,122			505,201
Other		5,633			3,804			4,046
	$	4,952,000		$	4,269,239		$	5,036,817
Operating Income (Loss)
Freight	$	28,908		$	51,258		$	165,169
Logistics		26,275			28,228			(23,683	)
Truckload		20,844			(106,971	)		52,395
Other		2,143			1,557			(1,259	)
	$	78,170		$	(25,928	)	$	192,622
Depreciation and Amortization, net of Accretion
Freight	$	101,391		$	106,733		$	116,715
Logistics		10,328			10,619			13,080
Truckload		64,109			58,891			61,831
Other		13,689			9,185			10,823
	$	189,517		$	185,428		$	202,449
Capital Expenditures
Freight	$	127,415		$	13,070		$	149,382
Logistics		5,490			10,758			13,298
Truckload		51,129			42,514			64,765
Other		2,462			1,865			6,985
	$	186,496		$	68,207		$	234,430
Assets
Freight	$	1,331,795		$	1,252,588		$	1,297,197
Logistics		291,903			282,432			331,419
Truckload		720,540			732,530			911,835
Other		599,494			628,667			531,256
	$	2,943,732		$	2,896,217		$	3,071,707

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Geographic Data

For geographic reporting, freight transportation revenues are allocated equally between the origin and destination. Revenues for contract services are allocated to the country in which the services are performed. Long-lived assets outside of the United States were immaterial for all periods presented.

	Years Ended December 31,
	2010		2009		2008
	(Dollars in thousands)
Revenues
United States	$	4,665,728	$	4,018,870	$	4,707,990
Canada		106,331		81,351		111,292
Other		179,941		169,018		217,535
Total	$	4,952,000	$	4,269,239	$	5,036,817

15.   Quarterly Financial Data

Con-way Inc.

Quarterly Financial Data

	March 31			June 30		September 30			December 31
	(Unaudited)
	(Dollars in thousands except per share data)
2010 — Quarter Ended
Operating Results
Revenues	$	1,161,911		$	1,306,263	$	1,270,183		$	1,213,643
Operating Income[a]		14,400			35,432		12,501			15,837
Income (Loss) from before Income Tax Provision (Benefit)		(2,914	)		20,311		(1,533	)		693
Income Tax Provision (Benefit)[b]		1,123			6,448		6,695			(1,694	)
Net Income (Loss) Applicable to Common Shareholders		(4,037	)		13,863		(8,228	)		2,387
Per Common Share
Basic Earnings (Loss)
Net Income (Loss) Applicable to Common Shareholders		(0.08	)		0.27		(0.15	)		0.04
Diluted Earnings (Loss)
Net Income (Loss) Applicable to Common Shareholders		(0.08	)		0.26		(0.15	)		0.04
Market Price
High		36.74			40.34		35.35			37.10
Low		28.13			28.43		26.15			29.87
Cash Dividends		0.10			0.10		0.10			0.10
2009 — Quarter Ended
Operating Results
Revenues	$	962,932		$	1,056,333	$	1,133,441		$	1,116,533
Operating Income (Loss)[a]		(150,312	)		65,966		41,134			17,284
Income (Loss) before Income Tax Provision (Benefit)		(165,825	)		49,385		25,024			1,147
Income Tax Provision (Benefit)[b]		(13,476	)		16,346		11,532			3,076
Net Income (Loss) Applicable to Common Shareholders		(153,966	)		31,467		13,492			(1,929	)

72

	March 31			June 30		September 30		December 31
	(Unaudited)
	(Dollars in thousands except per share data)
Per Common Share
Basic Earnings (Loss)
Net Income (Loss) Applicable to Common Shareholders		(3.35	)		0.68		0.28		(0.04	)
Diluted Earnings (Loss)
Net Income (Loss) Applicable to Common Shareholders		(3.35	)		0.64		0.27		(0.04	)
Market Price
High		27.41			35.99		48.32		39.86
Low		12.99			16.98		32.67		28.24
Cash Dividends		0.10			0.10		0.10		0.10

[a] The comparability of Con-way’s consolidated operating income was affected by the following unusual income or expense:

•  A goodwill impairment charge of $16.4 million at Menlo Worldwide Logistics in the third quarter of 2010.

•  A goodwill impairment charge of $134.8 million at Con-way Truckload in the first quarter of 2009.

•  A change in accounting estimate at Con-way Freight, which increased the allowance for revenue adjustments and decreased both revenue and operating income by $5.4 million in the third quarter of 2009.

[b] The comparability of Con-way’s income tax provision (benefit) was affected by the following:

•  The third quarter of 2010 reflects the non-deductible goodwill impairment charge at Menlo Worldwide Logistics.

•  The first quarter of 2009 reflects the non-deductible goodwill impairment charge at Con-way Truckload.

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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.   CONTROLS AND PROCEDURES

(a)   Disclosure Controls and Procedures.

Con-way’s management, with the participation of Con-way’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Con-way’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, Con-way’s Chief Executive Officer and Chief Financial Officer have concluded that Con-way’s disclosure controls and procedures are effective as of the end of such period.

(b)   Internal Control Over Financial Reporting.

There have not been any changes in Con-way’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates, other than as noted below, that have materially affected, or are reasonably likely to materially affect, Con-way’s internal control over financial reporting.

In the second half of 2010, Con-way outsourced a significant portion of its information-technology infrastructure function and a small portion of its administrative and accounting functions. The outsourcing of these functions changes the performance of certain processes and internal controls over financial reporting.

(c)   Management’s Report on Internal Control Over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Con-way’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2010, and concluded that its internal control over financial reporting is effective. In making this assessment, management utilized the criteria in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The effectiveness of Con-way’s internal control over financial reporting as of December 31, 2010, has been audited by KMPG LLP, the independent registered public accounting firm who also audited Con-way’s consolidated financial statements included in this Annual Report on Form 10-K. The attestation report issued by KPMG LLP precedes Item 8, “Financial Statements and Supplementary Data.”

ITEM 9B.   OTHER INFORMATION

None.

PART III

Information for Items 10 through 14 of Part III of this Report appears in the Proxy Statement for Con-way’s Annual Meeting of Shareholders to be held on May 10, 2011 (the “2011 Proxy Statement”), as indicated below. For the limited purpose of providing the information required by these items, the 2011 Proxy Statement is incorporated herein by reference.

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ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding members of Con-way’s Board of Directors and Code of Ethics is presented in the 2011 Proxy Statement and is incorporated herein by reference. Information regarding executive officers of Con-way is included above in Part I under the caption “Executive Officers of the Registrant.”

ITEM 11.   EXECUTIVE COMPENSATION

Information regarding executive compensation is presented in the 2011 Proxy Statement and is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners and management is presented in the 2011 Proxy Statement and is incorporated herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions, and director independence is presented in the 2011 Proxy Statement and is incorporated herein by reference.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services is presented in the 2011 Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. FINANCIAL STATEMENTS:

	Page
Report of Independent Registered Public Accounting Firm by KPMG LLP		35
Consolidated Balance Sheets at December 31, 2010 and 2009		36
Statements of Consolidated Operations for the years ended December 31, 2010, 2009 and 2008		38
Statements of Consolidated Cash Flows for the years ended December 31, 2010, 2009 and 2008		39
Statements of Consolidated Shareholders’ Equity for the years ended December 31, 2010, 2009 and 2008		40
Notes to Consolidated Financial Statements		41

2. FINANCIAL STATEMENT SCHEDULE

Schedule II — Valuation of Qualifying Accounts has been omitted for the allowance for uncollectible accounts and allowance for revenue adjustments because the required information has been included in Note 1, “Principal Accounting Policies,” of Item 8, “Financial Statements and Supplementary Data.”

3. EXHIBITS

Exhibits are being filed in connection with this Report and are incorporated herein by reference. The Exhibit Index on pages 78 through 81 is incorporated herein by reference.

75

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Con-way Inc.
(Registrant)

/s/  Douglas W. Stotlar

Douglas W. Stotlar

President and Chief Executive Officer

February 28, 2011

/s/  Stephen L. Bruffett

Stephen L. Bruffett

Executive Vice President and Chief Financial Officer

February 28, 2011

/s/  Kevin S. Coel

Kevin S. Coel

Senior Vice President and Controller

February 28, 2011

76

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ W. Keith Kennedy, Jr.

W. Keith Kennedy, Jr.,

Chairman of the Board

February 28, 2011

/s/ Douglas W. Stotlar

Douglas W. Stotlar, Director

February 28, 2011

/s/ John J. Anton

John J. Anton, Director

February 28, 2011

/s/ William R. Corbin

William R. Corbin, Director

February 28, 2011

/s/ Robert Jaunich II

Robert Jaunich II, Director

February 28, 2011

/s/ Michael J. Murray

Michael J. Murray, Director

February 28, 2011

/s/ Edith R. Perez

Edith R. Perez, Director

February 28, 2011

/s/ John C. Pope

John C. Pope, Director

February 28, 2011

/s/ William J. Schroeder

William J. Schroeder, Director

February 28, 2011

/s/ Peter W. Stott

Peter W. Stott, Director

February 28, 2011

/s/ Chelsea C. White III

Chelsea C. White III, Director

February 28, 2011

77

INDEX TO EXHIBITS

ITEM 15(3)

Exhibit No.
	(2)	Plan of acquisition, reorganization, arrangement, liquidation, or succession:
			2	.1	Con-way Inc. plan for discontinuance of Con-way Forwarding (Item 2.05 to Con-way’s Report on Form 8-K filed on June 5, 2006*).
			2	.2	Con-way Inc. plan for re reorganization of Con-way Freight Inc. (Item 7.01 to Con-way’s Report on Form 8-K filed on August 22, 2007*).
			2	.3	Con-way Inc. Plan for reorganization of Con-way Freight Inc. (Item 2.05 to Con-way’s Report on Form 8-K filed on November 3, 2008*).
			2	.4	Con-way Inc. Plan for reorganization of Con-way Freight Inc. (Item 2.05 to Con-way’s Report on Form 8-K filed on December 8, 2008*).
	(3)	Articles of incorporation and by-laws:
			3	.1	Con-way Inc. Certificate of Incorporation, as amended May 19, 2009 (Exhibit 3.1 to Con-way’s Form 10-Q for the quarter ended June 30, 2009*).
			3	.2	Con-way Inc. By-Laws, as amended January 25, 2011 (Exhibit 99 to Con-way’s Form 8-K filed on January 27, 2011*).
	(4)	Instruments defining the rights of security holders, including debentures:
			4	.1	Form of Indenture between CNF Transportation Inc. and Bank One Trust Company, National Association (Exhibit 4(d)(i) to Con-way’s Form 8-K dated March 3, 2000*).
			4	.2	Supplemental Indenture No. 1 dated as of April 30, 2004 to Indenture dated as of March 8, 2000 between CNF Inc. as issuer and The Bank of New York, N.A. as successor trustee, relating to 6.70% Senior Debentures due 2034 (filed as Exhibit 4.2 to Form S-4 dated June 4, 2004*).
			4	.3	Form of Global 6.70% Senior Debentures due 2034 (included in Exhibit 4.2 to Form S-4 dated June 4, 2004*).
			4	.4	Form of Indenture dated as of December 27, 2007 between Con-way Inc. as issuer and The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.1 to Con-way’s Report on Form 8-K filed on December 27, 2007*).
			4	.5	Form of 7.25% Senior Notes due 2018 (Exhibit 4.3 to Con-way’s Report on Form 8-K filed on December 27, 2007*).
			4	.6	$325 million Credit Agreement dated November 4, 2010 among Con-way Inc. and various financial institutions (Exhibit 99.1 to Con-way’s Report on Form 8-K filed on November 5, 2010*).
			4	.7	Subsidiary Guaranty Agreement dated as of November 4, 2010 made by Con-Way Freight, Inc., Menlo Worldwide, LLC and Transportation Resources, Inc. in favor of the banks referred to in 4.11 (Exhibit 99.2 to Con-way’s Report on Form 8-K filed November 5, 2010*).
		Instruments defining the rights of security holders of long-term debt of Con-way Inc., and its subsidiaries for which financial statements are required to be filed with this Form 10-K, of which the total amount of securities authorized under each such instrument is less than 10% of the total assets of Con-way Inc. and its subsidiaries on a consolidated basis, have not been filed as exhibits to this Form 10-K. Con-way agrees to furnish a copy of each applicable instrument to the Securities and Exchange Commission upon request.
	(10)	Material contracts:
			10	.1	Distribution Agreement between Consolidated Freightways, Inc., and Consolidated Freightways Corporation dated November 25, 1996 (Exhibit 10.34 to Con-way’s Form 10-K for the year ended December 31, 1996*).
			10	.2	Employee Benefit Matters Agreement by and between Consolidated Freightways, Inc. and Consolidated Freightways Corporation dated December 2, 1996 (Exhibit 10.33 to Con-way’s form 10-K for the year ended December 31, 1996*#).
			10	.3	Transition Services Agreement between CNF Service Company, Inc. and Consolidated Freightways Corporation dated December 2, 1996 (Exhibit to Con-way’s Form 10-K for the year ended December 31, 1996*).
			10	.4	Tax Sharing Agreement between Consolidated Freightways, Inc., and Consolidated Freightways Corporation dated December 2, 1996 (Exhibit to Con-way’s Form 10-K for the year ended December 31, 1996*).
			10	.5	Stock Purchase Agreement between CNF Inc. and Menlo Worldwide, LLC and United Parcel Service dated October 5, 2004 (Exhibit 99.1 to Con-way’s Form 8-K dated October 6, 2004*).
			10	.6	Amendment No. 1 dated December 17, 2004 to the Stock Purchase Agreement between CNF Inc. and Menlo Worldwide, LLC and United Parcel Service dated October 5, 2004 (Exhibit 99.1 to Con-way’s Form 8-K dated December 21, 2004*).
			10	.7	Transition Services Agreement between CNF Inc and Menlo Worldwide, LLC and United Parcel Service date October 5, 2004 (Exhibit 99.1 to Con-way’s Form 8-K dated October 6, 2004*).
			10	.8	Agreement and Plan of Merger dated as of July 13, 2007, by and among the Company, Seattle Acquisition Corporation, a Missouri corporation and a wholly owned subsidiary of the Company, Transportation Resources, Inc., a Missouri corporation, the Shareholders’ Agent (as defined therein) and the Principal Shareholders (as defined therein). (Exhibit 10.1 to Con-way’s Form 10-Q for the quarter ended June 30, 2007*).
			10	.9	Stock Purchase Agreement to purchase Chic Holdings Limited between Menlo Worldwide, LLC and various sellers dated September 7, 2007 (Exhibit 10.8 to Con-way’s Form 10-Q for the quarter ended September 30, 2007*).
			10	.10	Settlement and Release Agreement between Con-way Inc. and Central States (Item 1.01 to Con-way’s Report on Form 8-K filed on December 31, 2008*).

78

Exhibit No.
	10	.11	Supplemental Retirement Plan dated January 1, 1990 (Exhibit 10.31 to Con-way’s Form 10-K for the year ended December 31, 1993*#).
	10	.12	Con-way Inc. Nonqualified Executive Benefit Plans Trust Agreement 2004 Restatement dated as of December 30, 2004 between Con-way Inc. and Wachovia Bank, NA (Exhibit 10.5 to Con-way’s Form 10-Q for the quarter ended March 31, 2005*#).
	10	.13	Directors’ 24-Hour Accidental Death and Dismemberment Plan (Exhibit 10.32 to Con-way’s Form 10-K for the year ended December 31, 1993*#).
	10	.14	Directors’ Business Travel Insurance Plan (Exhibit 10.36 to Con-way’s Form 10-K for the year ended December 31, 1993*#).
	10	.15	Emery Air Freight Plan for Retirees, effective October 31, 1987 (Exhibit 4.23 to the Emery Air Freight Corporation Quarterly Report on Form 10-Q ended September 30, 1987*#).
	10	.16	Separation Agreement and General Release between Con-way Freight Inc. and David S. McClimon effective September 28, 2007 (Exhibit 99 to Con-way’s Report on Form 8-K filed on October 1, 2007*#).
	10	.17	Summary of Certain Compensation Arrangements (Exhibit 10.3 to Con-way’s Form 10-Q for the quarter ended March 31, 2005*#).
	10	.18	Summary of Certain Compensation Arrangements (Exhibit 10.9 to Con-way’s Form 10-K for the year ended December 31, 2005*#).
	10	.19	Summary of Material Executive Employee Agreements (Item 1.01 to Con-way’s Report on Form 8-K filed on June 6, 2005*#).
	10	.20	Summary of Material Executive Employee Relocation Package (Item 1.01 to Con-way’s Report on Form 8-K filed on August 25, 2006*#).
	10	.21	Summary of Revisions to Incentive Compensation and Value Management Plan Awards (Item 1.01(c) to Con-way’s Report on Form 8-K filed on September 29, 2006*#).
	10	.22	Summary of Executive Stock Ownership Guidelines (Item 1.01(d) to Con-way’s Report on Form 8-K filed on September 29, 2006*#).
	10	.23	Summary of Changes to Con-way’s Pension and Retirement Benefits Programs (Exhibit 99.1 to Con-way’s Report on Form 8-K filed on October 17, 2006*).
	10	.24	Summary of Directors Stock Ownership Guidelines (Item 7.01 to Con-way’s Report on Form 8-K filed on December 7, 2006*#).
	10	.25	Summary of Directors Compensation Arrangements (Item 7.01 to Con-way’s Report on Form 8-K filed on December 7, 2006*#).
	10	.26	Summary of Certain Compensation Arrangements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 31, 2007*#).
	10	.27	Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 30, 2008*#).
	10	.28	Summary of Material Executive Relocation Package (Item 5.02 to Con-way’s Report on Form 8-K filed on May 29, 2008*#).
	10	.29	Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on August 14, 2008*#).
	10	.30	Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 29, 2009*#).Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on February 11, 2010*#).
	10	.31	Con-way Inc. Deferred Compensation Plan for Non-Employee Directors Amended and Restated December 2008 (Exhibit 10.50 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.32	Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee Directors Amended and Restated December 2008 (Exhibit 10.51 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.33	Con-way Inc. Amended and Restated 2003 Equity Incentive Plan for Non-Employee Directors Amended and Restated December 2008 (Exhibit 10.49 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.34	Con-way Inc. 1997 Equity and Incentive Plan (2006 Amendment and Restatement) (Exhibit 99.7 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
	10	.35	Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated December 2008 (Exhibit 10.52 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.36	Amendment No. 1 to the Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated December 2008 (Exhibit 99.7 to Con-way’s Report on Form 8-K filed on December 18, 2009*#).
	10	.37	Form of Stock Option Agreement (Exhibit 99.10 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
	10	.38	Form of Stock Option Agreement (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on September 29, 2006*#).
	10	.39	Form of Stock Appreciation Rights Agreement (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on February 11, 2010*#).
	10	.40	Form of Performance Share Plan Unit Grant Agreement (Exhibit 99.3 to Con-way’s Report on Form 8-K filed on January 31, 2007*#).

79

Exhibit No.
	10	.41	Form of Performance Share Plan Unit Grant Agreement (Exhibit 99.1 to Con-way’s Report on Form 8-K/A filed on February 1, 2008*#).
	10	.42	Form of Restricted Stock Award Agreement (Exhibit 99.11 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
	10	.43	Form of Restricted Stock Award Agreement for officers of Con-way (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on January 30, 2008*#).
	10	.44	Form of Restricted Stock Unit Grant Agreement (Exhibit 99 to Con-way’s Report on Form 8-K filed on January 29, 2009*#).
	10	.45	Form of Restricted Stock Unit Grant Agreement (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on February 11, 2010*#).
	10	.46	Con-way Inc. 1993 Deferred Compensation Plan for Executives and Key Employees Amended and Restated December 2008 (Exhibit 10.53 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.47	Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees Amended and Restated December 2008 (Exhibit 10.54 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.48	Con-way Inc. Executive Incentive Compensation Plan Amended and Restated December 2008 (Exhibit 10.55 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.49	Con-way Inc. Executive Incentive Plan (Exhibit 10.50 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.50	Con-way Inc 2005 Supplemental Excess Retirement Plan Amended and Restated December 2008 (Exhibit 10.57 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.51	Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.58 to Con-way’s Form 10-K for the year ended December 31, 2008*#).
	10	.52	Amendment No. 1 to Con-way Inc Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.53 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.53	Amendment No. 2 to Con-way Inc Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.54 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.54	Form of Severance Agreement (Change in Control) for Douglas W. Stotlar (Exhibit 99.1 to Con-way’s Report on Form 8-K filed on December 18, 2009*#).
	10	.55	Form of Severance Agreement (Change in Control) for Stephen L. Bruffett (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on December 18, 2009*#).
	10	.56	Form of Severance Agreement (Change in Control) for Robert L. Bianco, Jr. (Exhibit 99.3 to Con-way’s Report on Form 8-K filed on December 18, 2009*#).
	10	.57	Form of Severance Agreement (Change in Control) for John G. Labrie (Exhibit 99.4 to Con-way’s Report on Form 8-K filed on December 18, 2009*#).
	10	.58	Form of Severance Agreement (Change in Control) for Herbert J. Schmidt (Exhibit 99.6 to Con-way’s Report on Form 8-K filed on December 18, 2009*#).
	10	.59	Form of Severance Agreement (Change in Control) for Jennifer W. Pileggi (Exhibit 10.60 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.60	Form of Severance Agreement (Change in Control) for Leslie P. Lundberg (Exhibit 10.61 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.61	Form of Severance Agreement (Change in Control) for Mark C. Thickpenny (Exhibit 10.62 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.62	Form of Severance Agreement (Change in Control) for Kevin S. Coel (Exhibit 10.63 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.63	Form of Amendment No. 1 to Severance Agreement (Change in Control) (Exhibit 10.64 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.64	Form of Amendment No. 1 to Severance Agreement (Non-Change in Control) (Exhibit 10.74 to Con-way’s Form 10-K for the year ended December 31, 2009*#).
	10	.65	Amended and Restated Form of Non-Change in Control Severance Policy (Con-way Inc. and Con-way Enterprise Services, Inc.).#
	10	.66	Amended and Restated Form of Non-Change in Control Severance Policy (Con-way Affiliates).#
	10	.67	Con-way Inc. Executive Incentive Plan Amended January 2010 (Exhibit 10.1 to Con-way’s Form 10-Q for the quarter ended March 31, 2010*#).
	10	.68	Amended and Restated Form of Severance Agreement (Non-change in Control) for Douglas W. Stotlar (Exhibit 99.1 to Con-way’s Report on Form 8-K filed on June 23, 2010*#).
	10	.69	Amended and Restated Form of Severance Agreement (Non-change in Control) for Stephen L. Bruffett (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on June 23, 2010*#).
	10	.70	Amended and Restated Form of Severance Agreement (Non-change in Control) for Robert L. Bianco, Jr. (Exhibit 99.3 to Con-way’s Report on Form 8-K filed on June 23, 2010*#).

80

Exhibit No.
			10	.71	Amended and Restated Form of Severance Agreement (Non-change in Control) for John G. Labrie (Exhibit 99.4 to Con-way’s Report on Form 8-K filed on June 23, 2010*#).
			10	.72	Amended and Restated Form of Severance Agreement (Non-change in Control) for Herbert J. Schmidt (Exhibit 99.5 to Con-way’s Report on Form 8-K filed on June 23, 2010*#).
			10	.73	Amended and Restated Form of Severance Agreement (Non-Change in Control) for Jennifer W. Pileggi.#
			10	.74	Amended and Restated Form of Severance Agreement (Non-Change in Control) for Leslie P. Lundberg.#
			10	.75	Amended and Restated Form of Severance Agreement (Non-Change in Control) for Mark C. Thickpenny.#
			10	.76	Amended and Restated Form of Severance Agreement (Non-Change in Control) for Kevin S. Coel.#
			10	.77	Summary of Certain Compensation Arrangements (Item 5.02 to Con-way’s Report on Form 8-K filed on May 20, 2010*#).
			10	.78	Summary of Certain Compensation Arrangements (Item 5.02 to Con-way’s Report on Form 8-K filed on September 21, 2010*#).
			10	.79	Summary of Certain Compensation Arrangements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 27, 2011*#).
			10	.80	Summary of Certain Compensation Arrangements (Item 5.02 to Con-way’s Report on Form 8-K filed on February 9, 2011*#).
			10	.81	Form of Stock Option Agreement (Exhibit 99.1 to Con-way’s Report on Form 8-K filed on February 9, 2011*#).
			10	.82	Form of Restricted Stock Unit Grant Agreement (Exhibit 99.2 to Con-way’s Report of Form 8-K filed on February 9, 2011*#).
	(12)	Computation of ratios of earnings to fixed charges.
	(21)	Significant Subsidiaries of Con-way Inc.
	(23)	Consent of Independent Registered Public Accounting Firm.
	(31)	Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	(32)	Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(99)	Additional documents:
			99	.1	Con-way Inc. 2011 Notice of Annual Meeting and Proxy Statement filed on Form DEF 14A. (Only those portions referenced herein are incorporated in this Form 10-K. Other portions are not required and, therefore, are not “filed” as a part of this Form 10-K.*)
	(101)	The following financial statements from Con-way’s Form 10-K for the year ended December 31, 2010, filed on February 28, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Statements of Consolidated Operations, (iii) Statements of Consolidated Cash Flows, (iv) Statements of Consolidated Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

Footnotes to Exhibit Index

*	Previously filed with the Securities and Exchange Commission and incorporated herein by reference.
#	Designates a contract or compensation plan for Management or Directors.

81

EX-10.65

Exhibit 10.65

NON-CHANGE IN CONTROL SEVERANCE POLICY

(CON-WAY INC. AND CON-WAY ENTERPRISE SERVICES INC.)

ADOPTED AS OF DECEMBER 18, 2009

AMENDED AS OF JUNE 21, 2010

This Non-Change in Control Severance Policy (“Policy”) is established and maintained by Con-way Inc. (the “Company”) and by Con-way Enterprise Services, Inc. (“CES”), an affiliate of the Company (the Company and CES each being a “Participating Employer” and collectively the “Participating Employers”). Capitalized terms used in this Policy without definition have the meanings shown on Attachment 1.

This Policy sets forth the terms and conditions under which an executive in executive grade level E-1 or E-2 employed by a Participating Employer (each an “Executive” and collectively the “Executives”) is eligible to receive certain severance payments and benefits from his or her Employer (as defined herein) in the event of the Executive’s termination of employment in certain circumstances. Except as provided in the following paragraph, this Policy supersedes (i) all prior severance agreements between an Executive and a Participating Employer and (ii) all prior severance plans, policies and other severance arrangements of any Participating Employer applicable to the Executive.

This Policy is not intended to and does not address severance payments and benefits that may be made available to Executives whose employment in terminated in connection with change in control transactions. Accordingly, this Policy does not supersede or otherwise affect any severance agreements, plans, policies or arrangements, whether now in effect or hereafter entered into or established by any Participating Employer, that provide for severance payments and benefits to be made available to Executives whose employment is terminated in connection with change in control transactions (as the term “change in control” is defined in such agreements, plans, policies or arrangements). Without limiting the generality of the foregoing, this Policy does not supersede or otherwise affect a Severance Agreement (Change in Control) dated as of December 18, 2009, entered into by an Executive and his or her Employer or any successor change in control severance agreement. In no event and under no circumstances shall any Executive be entitled to receive severance payments and benefits both under any such change in control agreement, plan, policy or arrangement and also under this Policy.

1. Qualifying Termination of Employment. An Executive will be eligible to receive the severance payments and benefits described in this Policy only if the Executive incurs a Severance.

2. Severance Payments and Benefits. Subject to the other provisions of this Policy, if an Executive incurs a Severance the Executive shall be entitled to receive the following from the Employer:

(a) Severance Payment.

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The Severance Payment is in lieu of any severance payment or benefit to which the Executive may otherwise be entitled under any other severance plan or agreement of any Participating Employer or Affiliate, except as otherwise provided in the third paragraph of this Policy.

(b)	Prorated Annual Bonus Amount, provided that the Executive has been employed for at least one full calendar quarter during the year in which the Severance occurs.
(c)	Health Benefits.
(d)	Outplacement Services.

In addition, if an Executive incurs a Severance the Executive’s unvested Qualifying Long-Term Incentive Awards will vest in accordance with and to the extent provided in the Vesting Provisions. Nothing in this Policy shall modify or otherwise affect the vesting provisions or other terms of any Executive’s long-term incentive awards which are not Qualifying Long-Term Incentive Awards.

3. Waiver and Release; Agreement to Comply with Covenants. An Executive shall not be eligible to receive a Severance Payment, Prorated Annual Bonus Amount, Health Benefits or Outplacement Services under the Policy unless:

(a)

the Executive (or, in the event of the death of the Executive, the executor, personal representative or administrator of the Executive’s estate) first executes a written waiver and release substantially in the form of Attachment 2 hereto after the Severance Date and such release becomes effective prior to the time that the Executive (or the Executive’s estate, as applicable) is to receive all or any part of the Severance Payment, the Prorated Annual Bonus Amount, Health Benefits or Outplacement Services; and

(b)

the Executive executes an agreement, in form and substance satisfactory to the Employer, pursuant to which the Executive agrees to comply with each of the covenants set forth on Attachment 3, for the following periods of time: (i) Non-solicitation, twenty-four (24) months after the Severance Date; and (ii) Confidential Information and Non-Disparagement, period of unlimited duration.

4. Timing of Payments; Taxes. The Employer shall pay to the Executive the Severance Payment and any Health Benefits that are payable in cash, in each case less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as soon as practicable thereafter, but in no event later than ten (10) business days immediately following such date). The Employer shall pay to the Executive the Prorated Annual Bonus Amount, less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel, but in no event prior to the end of the calendar year in which the Severance occurs. The Employer shall use good faith efforts to obtain from Tax Counsel the determinations contemplated by this Section 4. The Executive shall be liable for the payment of all Taxes. The Employer shall be entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is from time to time required to withhold.

5. Disputes and Controversies. In the event that the Executive or a dependent of the Executive believes that he or she is not receiving the full amounts to which he or she is entitled under the

2

Policy, such person may make a claim to the Employer Board and the claims procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as the Committee. Although claims for amounts under this Policy are governed by claims procedures under the EIP that also apply to ERISA-covered claims, neither this Policy nor any amounts payable hereunder are, or are intended to be, governed by ERISA.

Any further dispute or controversy arising under or in connection with the Policy which remains after the final decision of the Employer Board shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Such arbitration shall be conducted in the metropolitan area closest to where the Executive lives. Judgment may be entered on the arbitrator’s award in any court having jurisdiction over such metropolitan area; provided however, that the Executive shall be entitled to seek specific performance of his/her right to be paid or to receive benefits hereunder during the pendency of any dispute or controversy under or in connection with this Policy. The fees and expenses of the arbitrator and the arbitration shall be borne by the Employer.

If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Policy cannot be arbitrated as provided above, the parties agree that any civil action shall be brought in United States District Court in the metropolitan area closest to where the Executive lives or, only if there is no basis for federal jurisdiction, in state court closest to where the Executive lives. The parties further agree that any such civil action shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive trial by jury.

Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is working outside of the United States, and if at such time the Executive maintains a residence in the United States, the dispute or controversy will be resolved (i) by arbitration in the metropolitan area closest to the Executive’s residence in the United States or (ii) by litigation in the United States District Court in the metropolitan area closest to the Executive’s residence in the United States or, only if there is no basis for federal jurisdiction, in state court closest to the Executive’s residence in the United States. If the Executive does not maintain a United States residence at such time, the dispute or controversy will be subject to arbitration in San Mateo, California or to litigation in the United States District Court for the Northern District of California (or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California).

6.

Fees and Expenses; Mitigation. The Employer shall pay to the Executive all legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by the Policy. Such payment shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require. The Employer shall not be obligated to pay legal fees and expenses incurred by any person other than the Executive or the Executive’s successor in interest hereunder. However, the Employer shall be obligated to pay legal fees and expenses incurred by the Executive on behalf of the Executive’s dependents and legal fees and expenses incurred by the estate of the Executive on behalf of the Executive or the Executive’s dependents.

The Employer agrees that, if the Executive incurs a Severance, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Further, the amount of any payment or benefit provided for in the Policy shall not be reduced (except as provided in the definition of Health Benefits) by any compensation earned by the

3

Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Employer, or otherwise.

7. NOTICE OF TERMINATION.

(a)	Any Involuntary Termination shall be communicated by written notice from the Employer to the Executive in accordance with Section 8(i), and shall follow the applicable procedures set forth in this Section 7. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Employer Board at a meeting of the Employer Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive of no less than thirty (30) days and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Employer Board and to have no less than thirty (30) days to substantially cure the acts or omissions that are the basis for Executive’s termination of employment) finding that, in the good faith opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.
(b)	The notice of termination from the Employer shall specify the date of termination, which shall not be less than ten (10) days from the date such notice of termination is given. Once the Employer has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.
(c)	Any Termination for Good Reason shall be communicated by written notice from the Executive to the Employer in accordance with Section 8(i) of this Policy. A notice of Termination for Good Reason shall indicate the specific provision in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The notice of termination shall specify the termination date, which shall not be less than thirty (30) days nor more than sixty (60) days, respectively, from the date such notice is given and which shall constitute the “Severance Date” for purposes of the Agreement. Once the Executive has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

8. General Provisions

(a)

This Policy may be terminated or amended at any time in the sole discretion of the Company; provided that such action shall not affect the rights under the Policy of an Executive who incurs a Severance prior to such action.

Notwithstanding the proviso in the preceding paragraph, the Participating Employers intend for the Policy to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in an Executive’s income pursuant to Code section 409A(a)(1)(A). The Policy shall be interpreted in a manner consistent with such intent. If at any time any provision of the Policy would cause compensation to be includible in an Executive’s income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Executive’s Employer shall have the unilateral right to amend the Policy retroactively for compliance with Code section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding on the Executive. In the event the Policy does not comply with the requirements of Code

4

section 409A, the Executive will be solely responsible for any adverse tax consequences to the Executive.

(b)	Except as otherwise provided herein or by law, no right or interest of the Executive under the Policy shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under the Policy shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Policy to an Executive who is unable to care for his or her affairs, payment may be made directly to the Executive’s legal guardian or personal representative.
(c)	If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Policy) to pay severance pay, a termination indemnity, notice pay or the like to an Executive or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation (“Notice Period”) to an Executive, then any Severance Payment made to the Executive hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
(d)	Neither the entering into of this Policy, nor the payment of any benefits hereunder shall be construed as giving an Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Policy had never been executed.
(e)	If any provision of the Policy shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Policy shall be construed and enforced as if such provisions had not been included.
(f)	The Policy shall be binding upon and shall inure to the benefit of and be enforceable by the Employer and its successors and assigns, and by an Executive and by the personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If an Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Policy to the executors, personal representatives or administrators of the Executive’s estate.
(g)	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Policy, and shall not be employed in the construction of the Policy.
(h)	The Policy shall not be funded. No Executive shall have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Policy.
(i)	All notices and all other communications provided for in the Policy (i) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to 2855 Campus Drive, San

5

Mateo, California 94403, attention General Counsel, and in the case of an Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.

(j) This Policy shall be construed and enforced according to the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof) to the extent not preempted by federal law, which shall otherwise control.

6

ATTACHMENT 1
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
(CON-WAY INC. AND CON-WAY ENTERPRISE SERVICES INC.)

DEFINITIONS

“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, including any Business Unit.

“Cause” for termination by the Employer of an Executive’s employment means (i) fraud, misappropriation or embezzlement by the Executive against a Participating Employer or an Affiliate, (ii) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Employer (other than any such failure resulting from the Executive’s incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by or on behalf of the Employer Board, which demand specifically identifies the manner in which the Employer Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to a Participating Employer or any Affiliate, monetarily or otherwise. For purposes of clauses (ii) and (iii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of a Participating Employer or any Affiliate.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time.

“Disability” means a physical or mental illness or condition causing an Executive’s inability to substantially perform the Executive’s duties with the Employer.

“EIP” means the Company’s 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means, as to any Executive, the Participating Employer that employs the Executive.

“Employer Board” means the Board of Directors of the Employer.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Executive” has the meaning given to such term on the first page of this Policy.

“Health Benefits” means HMO, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits for an Executive and his or her dependents for a period of twelve (12) months after the Severance Date. The Health Benefits shall be substantially similar to those provided to Executive and Executive’s dependents by or on behalf of the Executive’s Employer immediately prior to the Severance Date and shall to the extent possible be provided at the Employer’s expense through COBRA, in accordance with the applicable plans, programs or policies of the Company.

The Health Benefits shall be reduced to the extent benefits of same type are actually received by or are made available to Executive and Executive’s dependents, as set forth below (and Executive shall promptly notify Employer or any successor company of any such benefits):

(a)	The Health Benefits shall be reduced to the extent benefits of the same type are actually received by the Executive or the Executive’s dependents following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions; or
(b)	The Health Benefits shall be reduced to the extent benefits of the same type are made available to the Executive and Executive’s dependents (whether or not Executive elects to actually receive such benefits) by a new employer of Executive following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions are applicable;

provided, however, for avoidance of doubt, benefits made available to one or more of Executive and Executive’s dependents by the employer of Executive’s spouse shall not reduce the Health Benefits otherwise available, except to the extent the Executive’s spouse elects to receive such benefits from his or her employer.

The Employer shall reimburse the Executive for the excess, if any, of the cost to the Executive of Health Benefits over such cost immediately prior to the Severance Date.

If the Executive dies, the Employer shall continue to provide the Executive’s dependents with the Health Benefits otherwise receivable on the same basis as if the Executive had survived.

If any such benefits are treated as deferred compensation subject to Code section 409A and the Executive is a Specified Employee, the Executive shall pay the full cost of such benefits for the first six months after the Severance Date and the Employer shall reimburse the Executive for such payments as soon as practicable thereafter but not later than nine (9) months from the date the Executive paid such costs.

“Involuntary Termination” means the actual termination of an Executive’s employment by the Employer for any reason other than death, Disability, Cause or change in control.

“Outplacement Services” means professional outplacement services determined by the Employer to be suitable to an Executive’s position. The maximum amount that the Employer will pay for such services is $10,000. The outplacement services shall be made available until the earlier of (i) such time as the aggregate cost to the Employer of the outplacement services reaches $10,000, and (ii) the date on which the Executive obtains another full-time job. The Employer will not pay the Executive cash in lieu of professional outplacement services.

“Participating Employer” has the meaning given to such term on the first page of this Policy.

“Prorated Annual Bonus Amount” means, for any Executive, an amount equal to the product of (i) the annual bonus payment that the Executive would have been eligible to receive for the calendar year in which the Severance occurs had the Executive remained employed by the Employer for the entire calendar year, determined based on (A) the Executive’s Target Bonus and (B) the Employer’s actual performance for that calendar year under the Executive Incentive Plan or other annual incentive plan in which the Executive participates, multiplied by (ii) a fraction, the numerator of which is the number of

days during the calendar year that the Executive was employed by the Employer and the denominator of which is 365.

“Qualifying Long-Term Incentive Award” means:

(i)	a stock option, stock appreciation right (“SAR”) or similar award, or a restricted stock or restricted stock unit (“RSU”) award (whether cash-based or equity-based, and whether payable in cash or in stock);
(ii)	(that is outstanding on the Severance Date;
(iii)	that has a vesting period that is longer than one year in duration; and
(iv)	that is non-performance-based or, if performance-based, is based solely on changes in the price of the Company’s common stock.

“Severance” means an Involuntary Termination by the Employer or a Termination for Good Reason by the Executive.

“Severance Date” means the date on which an Executive incurs a Severance.

“Severance Payment” means a payment in an amount equal to an Executive’s annual base salary as in effect immediately prior to the Severance Date.

“Specified Employee” has the meaning set forth in the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees, as amended and restated in December 2008 and as subsequently amended from time to time.

“Tax Counsel” means reputable outside tax counsel retained by the Employer and reasonably acceptable to the Executive.

“Target Bonus” means, for any calendar year, an amount equal to (i) the Executive’s Annual Compensation (as defined in the Company’s Executive Incentive Plan) for that calendar year multiplied by (ii) the Participation Percentage (as defined in the Executive Incentive Plan) applicable to executives in the Executive’s grade level (i.e., E1, E2, E3, E4 or E5) for that calendar year, as determined by the Compensation Committee of the Board. “Target Bonus” shall be determined in the manner provided in the preceding sentence whether or not the Executive is a participant in the Executive Incentive Plan during that calendar year, and shall not be based on the Executive’s target bonus under any other annual incentive plan in which the Executive participates during that calendar year. If during the calendar year for which the Target Bonus is determined the Executive has not assigned to an executive grade level of E1, E2, E3, E4 or E5, the Executive’s grade level for purposes of this definition shall be the grade level between E1 and E5 that the Compensation Committee of the Board has determined is equivalent to the Executive’s actual grade level.

“Termination for Good Reason” means termination by the Executive of the Executive’s employment following the occurrence (without the Executive’s express written consent) of the following act by the Employer, unless such act is corrected within 30 days of receipt by the Employer of the Executive’s notice of Termination for Good Reason:

A reduction of twenty percent (20%) or more in the Executive’s target total direct compensation (determined using the midpoint of the applicable long-term incentive compensation opportunity range), made by the Employer in anticipation of, or within twenty-four (24) months after, the sale or other disposition (including by way of a spin-off or similar transaction) by the Company of one or more of its three principal operating units. As used herein, “target total direct compensation” means the Executive’s annual base salary, target annual bonus and target long-term incentive compensation opportunity.

“Vesting Provisions” means:

(a)

for each stock option, stock appreciation right (“SAR”) or similar award, and for each non-performance based restricted stock or restricted stock unit (“RSU”) award, in each case that is a Qualifying Long-Term Incentive Award scheduled to vest in installments over time, all unvested options, SARs or similar units, shares of restricted stock or RSUs included in such award that are scheduled to vest on or before the date that is twelve (12) months after the Severance Date shall vest; and

(b)

for each stock option, SAR or similar award, and for each non-performance based restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive Award subject to cliff-vesting, a percentage of the award shall vest, with the percentage determined by dividing the twelve (12) months by the total number of months in the cliff-vesting period.

Example 1: On January 26, 2009 Executive A received a stock option grant that is scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On the Severance Date the stock option installment scheduled to vest on January 1, 2010 would vest but the installments scheduled to vest on January 1, 2011 and January 1, 2012 (more than 12 months after the Severance Date) would not vest under the Vesting Provisions.

Example 2: On January 26, 2009 Executive A received a grant of 10,000 restricted stock units with 36 month cliff vesting. Executive A incurs a Severance on December 20, 2009. On the Severance Date 3,333 restricted stock units (12 months/36 months) would vest under the Vesting Provisions.

ATTACHMENT 2
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY

FORM OF WAIVER AND RELEASE OF CLAIMS

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the “Severance Payment” and the “Prorated Target Bonus Amount” (in each case as defined in the Non-Change in Control Severance Policy adopted by the Employer (the “Policy”), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Health Benefits under the terms of the Policy; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights.

I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above.

I understand that this release will be deemed to be an application for benefits under the Policy and that my entitlement thereto shall be governed by the terms and conditions of the Policy and any applicable plan. I expressly hereby consent to such terms and conditions.

I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received

consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Company to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Policy, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer.

I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms.

Signature

Name

Date Signed

ATTACHMENT 3
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY

COVENANTS

Confidential Information. The Executive agrees that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of Employer, either during the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive’s employment with the Employer. This provision applies to, but is not limited to, the Employer’s, and its parent’s, subsidiaries’, and affiliates’ legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information.

The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.

Non-Solicitation. The Executive agrees that the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Employer to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Employer or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee.

Non-Disparagement. The Executive agrees that the Executive will not make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Employer, the Company or any Affiliate, or their respective employees, officers, directors, products or services. The Employer agrees that it shall use its best reasonable efforts to assure that none of its executive officers or directors make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Executive. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this requirement.

EX-10.66

Exhibit 10.66

NON-CHANGE IN CONTROL SEVERANCE POLICY

ADOPTED AS OF DECEMBER 18, 2009

AMENDED AS OF JUNE 21, 2010

This Non-Change in Control Severance Policy (“Policy”) is established and maintained by each of the Affiliates of Con-way Inc. (the “Company”) listed on Schedule 1 hereto, as such schedule may be amended from time to time (the “Affiliated Companies”). Capitalized terms used in this Policy without definition have the meanings shown on Attachment 1.

This Policy sets forth the terms and conditions under which an executive in executive grade level E-1 or E-2 employed by an Affiliated Company (each an “Executive” and collectively the “Executives”) is eligible to receive certain severance payments and benefits from his or her Employer (as defined herein) in the event of the Executive’s termination of employment in certain circumstances. Except as provided in the following paragraph, this Policy supersedes (i) all prior severance agreements between an Executive and the Company or any Affiliated Company and (ii) all prior severance plans, policies and other severance arrangements of the Company or any Affiliated Company applicable to the Executive.

This Policy is not intended to and does not address severance payments and benefits that may be made available to Executives whose employment in terminated in connection with change in control transactions. Accordingly, this Policy does not supersede or otherwise affect any severance agreements, plans, policies or arrangements, whether now in effect or hereafter entered into or established by any Affiliated Company, that provide for severance payments and benefits to be made available to Executives whose employment is terminated in connection with change in control transactions (as the term “change in control” is defined in such agreements, plans, policies or arrangements). Without limiting the generality of the foregoing, this Policy does not supersede or otherwise affect a Severance Agreement (Change in Control) dated as of December 18, 2009 entered into by an Executive and his or her Employer or any successor change in control severance agreement. In no event and under no circumstances shall any Executive be entitled to receive severance payments and benefits both under any such change in control agreement, plan, policy or arrangement and also under this Policy.

1. Qualifying Termination of Employment. An Executive will be eligible to receive the severance payments and benefits described in this Policy solely in the event of an Involuntary Termination by the Employer of the Executive’s employment with the Employer.

2. Severance Payments and Benefits. Subject to the other provisions of this Policy, if an Executive incurs an Involuntary Termination the Executive shall be entitled to receive the following from the Employer:

(a)	Severance Payment.
	The Severance Payment is in lieu of any severance payment or benefit to which the Executive may otherwise be entitled under any other severance plan or agreement of the Employer, the

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Company or any Affiliated Company, except as otherwise provided in the third paragraph of this Policy.

(b)	Prorated Annual Bonus Amount, provided that the Executive has been employed for at least one full calendar quarter during the year in which the Involuntary Termination occurs.
(c)	Health Benefits.
(d)	Outplacement Services.

In addition, if an Executive incurs an Involuntary Termination the Executive’s unvested Qualifying Long-Term Incentive Awards will vest in accordance with and to the extent provided in the Vesting Provisions. Nothing in this Policy shall modify or otherwise affect the vesting provisions or other terms of any Executive’s long-term incentive awards which are not Qualifying Long-Term Incentive Awards.

3.

Waiver and Release; Agreement to Comply with Covenants. An Executive shall not be eligible to receive a Severance Payment, Prorated Annual Bonus Amount, Health Benefits or Outplacement Services under the Policy unless:

(a)

the Executive (or, in the event of the death of the Executive, the executor, personal representative or administrator of the Executive’s estate) first executes a written waiver and release substantially in the form of Attachment 2 hereto after the Severance Date and such release becomes effective prior to the time that the Executive (or the Executive’s estate, as applicable) is to receive all or any part of the Severance Payment, the Prorated Annual Bonus Amount, Health Benefits or Outplacement Services; and

(b)

the Executive executes an agreement, in form and substance satisfactory to the Employer, pursuant to which the Executive agrees to comply with each of the covenants set forth on Attachment 3 for the following periods of time: (i) Non-Solicitation, twenty-four (24) months after the Severance Date; and (ii) Confidential Information and Non-Disparagement, period of unlimited duration.

4. Timing of Payments; Taxes. The Employer shall pay to the Executive the Severance Payment and any Health Benefits that are payable in cash, in each case less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as soon as practicable thereafter, but in no event later than ten (10) business days immediately following such date). The Employer shall pay to the Executive the Prorated Annual Bonus Amount, less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel, but in no event prior to the end of the calendar year in which the Involuntary Termination occurs. The Employer shall use good faith efforts to obtain from Tax Counsel the determinations contemplated by this Section 4. The Executive shall be liable for the payment of all Taxes. The Employer shall be entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is from time to time required to withhold.

5. Disputes and Controversies. In the event that the Executive or a dependent of the Executive believes that he or she is not receiving the full amounts to which he or she is entitled under the

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Policy, such person may make a claim to the Employer Board and the claims procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as the Committee. Although claims for amounts under this Policy are governed by claims procedures under the EIP that also apply to ERISA-covered claims, neither this Policy nor any amounts payable hereunder are, or are intended to be, governed by ERISA.

Any further dispute or controversy arising under or in connection with the Policy which remains after the final decision of the Employer Board shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Such arbitration shall be conducted in the metropolitan area closest to where the Executive lives. Judgment may be entered on the arbitrator’s award in any court having jurisdiction over such metropolitan area; provided however, that the Executive shall be entitled to seek specific performance of his/her right to be paid or to receive benefits hereunder during the pendency of any dispute or controversy under or in connection with this Policy. The fees and expenses of the arbitrator and the arbitration shall be borne by the Employer.

If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Policy cannot be arbitrated as provided above, the parties agree that any civil action shall be brought in United States District Court in the metropolitan area closest to where the Executive lives or, only if there is no basis for federal jurisdiction, in state court closest to where the Executive lives. The parties further agree that any such civil action shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive trial by jury.

Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is working outside of the United States, and if at such time the Executive maintains a residence in the United States, the dispute or controversy will be resolved (i) by arbitration in the metropolitan area closest to the Executive’s residence in the United States or (ii) by litigation in the United States District Court in the metropolitan area closest to the Executive’s residence in the United States or, only if there is no basis for federal jurisdiction, in state court closest to the Executive’s residence in the United States. If the Executive does not maintain a United States residence at such time, the dispute or controversy will be subject to arbitration in San Mateo, California or to litigation in the United States District Court for the Northern District of California (or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California).

6. Fees and Expenses; Mitigation. The Employer shall pay to the Executive all legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by the Policy. Such payment shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require. The Employer shall not be obligated to pay legal fees and expenses incurred by any person other than the Executive or the Executive’s successor in interest hereunder. However, the Employer shall be obligated to pay legal fees and expenses incurred by the Executive on behalf of the Executive’s dependents and legal fees and expenses incurred by the estate of the Executive on behalf of the Executive or the Executive’s dependents.

The Employer agrees that, if the Executive incurs an Involuntary Termination, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Further, the amount of any payment or benefit provided for in the Policy shall not be reduced (except as provided in the definition of Health Benefits) by any compensation

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earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Employer, or otherwise.

7. NOTICE OF TERMINATION.

(a)

Any Involuntary Termination shall be communicated by written notice from the Employer to the Executive in accordance with Section 8(i), and shall follow the applicable procedures set forth in this Section 7. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Employer Board at a meeting of the Employer Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive of no less than thirty (30) days and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Employer Board and to have no less than thirty (30) days to substantially cure the acts or omissions that are the basis for Executive’s termination of employment) finding that, in the good faith opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

(b)

The notice of termination from the Employer shall specify the date of termination, which shall not be less than ten (10) days from the date such notice of termination is given. Once the Employer has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

8. General Provisions

(a)	This Policy may be terminated or amended at any time in the sole discretion of the Company; provided that such action shall not affect the rights under the Policy of an Executive who incurs an Involuntary Termination prior to such action.
	Notwithstanding the proviso in the preceding paragraph, the Affiliated Companies intend for the Policy to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in an Executive’s income pursuant to Code section 409A(a)(1)(A). The Policy shall be interpreted in a manner consistent with such intent. If at any time any provision of the Policy would cause compensation to be includible in an Executive’s income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Executive’s Employer shall have the unilateral right to amend the Policy retroactively for compliance with Code section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding on the Executive. In the event the Policy does not comply with the requirements of Code section 409A, the Executive will be solely responsible for any adverse tax consequences to the Executive.
(b)	Except as otherwise provided herein or by law, no right or interest of the Executive under the Policy shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under the Policy shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Policy to an Executive who is

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unable to care for his or her affairs, payment may be made directly to the Executive’s legal guardian or personal representative.

(c)	If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Policy) to pay severance pay, a termination indemnity, notice pay or the like to an Executive or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation (“Notice Period”) to an Executive, then any Severance Payment made to the Executive hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
(d)	Neither the entering into of this Policy, nor the payment of any benefits hereunder shall be construed as giving an Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Policy had never been executed.
(e)	If any provision of the Policy shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Policy shall be construed and enforced as if such provisions had not been included.
(f)	The Policy shall be binding upon and shall inure to the benefit of and be enforceable by the Employer and its successors and assigns, and by an Executive and by the personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If an Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Policy to the executors, personal representatives or administrators of the Executive’s estate.
(g)	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Policy, and shall not be employed in the construction of the Policy.
(h)	The Policy shall not be funded. No Executive shall have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Policy.
(i)	All notices and all other communications provided for in the Policy (i) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to 2855 Campus Drive, San Mateo, California 94403, attention General Counsel, and in the case of an Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
(j)	This Policy shall be construed and enforced according to the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof) to the extent not preempted by federal law, which shall otherwise control.

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SCHEDULE 1
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
DATED JANUARY 25, 2010
LIST OF AFFILIATED COMPANIES

Con-way Freight Inc.

Con-way Multimodal Inc.

Con-way Truckload Inc.

Menlo Logistics, Inc.

Menlo Worldwide Government Services, LLC

Road Systems, Inc.

ATTACHMENT 1
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
DEFINITIONS

“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, including any Business Unit.

“Board” means the Board of Directors of the Company.

“Cause” for termination by the Employer of an Executive’s employment means (i) fraud, misappropriation or embezzlement by the Executive against the Employer, the Company or an Affiliate, (ii) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Employer (other than any such failure resulting from the Executive’s incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by or on behalf of the Employer Board, which demand specifically identifies the manner in which the Employer Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employer, the Company or an Affiliated Company, monetarily or otherwise. For purposes of clauses (ii) and (iii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Employer, the Company or an Affiliated Company.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time.

“Disability” means a physical or mental illness or condition causing an Executive’s inability to substantially perform the Executive’s duties with the Employer.

“EIP” means the Company’s 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means, as to any Executive, the Affiliated Company that employs the Executive.

“Employer Board” means the Board of Directors of the Employer.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Health Benefits” means HMO, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits for an Executive and his or her dependents for a period of twelve (12) months after the Severance Date. The Health Benefits shall be substantially similar to those provided to Executive and Executive’s dependents by or on behalf of the Executive’s Employer immediately prior to the Severance Date and shall to the extent possible be provided at the Employer’s expense through COBRA, in accordance with the applicable plans, programs or policies of the Company.

The Health Benefits shall be reduced to the extent benefits of same type are actually received by or are made available to Executive and Executive’s dependents, as set forth below (and Executive shall promptly notify Employer or any successor company of any such benefits):

(a) The Health Benefits shall be reduced to the extent benefits of the same type are actually received by the Executive or the Executive’s dependents following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions; or

(b) The Health Benefits shall be reduced to the extent benefits of the same type are made available to the Executive and Executive’s dependents (whether or not Executive elects to actually receive such benefits) by a new employer of Executive following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions are applicable;

provided, however, for avoidance of doubt, benefits made available to one or more of Executive and Executive’s dependents by the employer of Executive’s spouse shall not reduce the Health Benefits otherwise available, except to the extent the Executive’s spouse elects to receive such benefits from his or her employer.

The Employer shall reimburse the Executive for the excess, if any, of the cost to the Executive of Health Benefits over such cost immediately prior to the Severance Date.

If the Executive dies, the Employer shall continue to provide the Executive’s dependents with the Health Benefits otherwise receivable on the same basis as if the Executive had survived.

If any such benefits are treated as deferred compensation subject to Code section 409A and the Executive is a Specified Employee, the Executive shall pay the full cost of such benefits for the first six months after the Severance Date and the Employer shall reimburse the Executive for such payments as soon as practicable thereafter but not later than nine (9) months from the date the Executive paid such costs.

“Involuntary Termination” means the actual termination of an Executive’s employment by the Employer for any reason other than death, Disability, Cause or change in control.

“Outplacement Services” means professional outplacement services determined by the Employer to be suitable to an Executive’s position. The maximum amount that the Employer will pay for such services is $10,000. The outplacement services shall be made available until the earlier of (i) such time as the aggregate cost to the Employer of the outplacement services reaches $10,000, and (ii) the date on which the Executive obtains another full-time job. The Employer will not pay the Executive cash in lieu of professional outplacement services.

“Prorated Annual Bonus Amount” means, for any Executive, an amount equal to the product of (i) the annual bonus payment that the Executive would have been eligible to receive for the calendar year in which the Involuntary Termination occurred had the Executive remained employed by the Employer for the entire calendar year, determined based on (A) the Executive’s Target Bonus and (B) the Employer’s actual performance for that calendar year under the Executive Incentive Plan or other annual incentive plan in which the Executive participates, multiplied by (ii) a fraction, the numerator of which is the number of days during the calendar year that the Executive was employed by the Employer and the denominator of which is 365.

Qualifying Long-Term Incentive Award” means:

(i)	a stock option, stock appreciation right (“SAR”) or similar award, or a restricted stock or restricted stock unit (“RSU”) award (whether cash-based or equity-based, and whether payable in cash or in stock);
(ii)	that is outstanding on the Severance Date;
(iii)	that has a vesting period that is longer than one year in duration; and
(iv)	that is non-performance-based or, if performance-based, is based solely on changes in the price of the Company’s common stock.

“Severance Date” means the date on which an Executive incurs an Involuntary Termination.

“Severance Payment” means a payment in an amount equal to an Executive’s annual base salary as in effect immediately prior to the Severance Date.

“Specified Employee” has the meaning set forth in the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees, as amended and restated in December 2008 and as subsequently amended from time to time.

“Target Bonus” means, for any calendar year, an amount equal to (i) the Executive’s Annual Compensation (as defined in the Company’s Executive Incentive Plan) for that calendar year multiplied by (ii) the Participation Percentage (as defined in the Executive Incentive Plan) applicable to executives in the Executive’s grade level (i.e., E1, E2, E3, E4 or E5) for that calendar year, as determined by the Compensation Committee of the Board. “Target Bonus” shall be determined in the manner provided in the preceding sentence whether or not the Executive is a participant in the Executive Incentive Plan during that calendar year, and shall not be based on the Executive’s target bonus under any other annual incentive plan in which the Executive participates during that calendar year. If during the calendar year for which the Target Bonus is determined the Executive has not assigned to an executive grade level of E1, E2, E3, E4 or E5, the Executive’s grade level for purposes of this definition shall be the grade level between E1 and E5 that the Compensation Committee of the Board has determined is equivalent to the Executive’s actual grade level.

“Tax Counsel” means reputable outside tax counsel retained by the Employer and reasonably acceptable to the Executive.

“Vesting Provisions” means:

(a)

for each stock option, stock appreciation right (“SAR”) or similar award, and for each non-performance based restricted stock or restricted stock unit (“RSU”) award, in each case that is a Qualifying Long-Term Incentive Award scheduled to vest in installments over time, all unvested options, SARs or similar units, shares of restricted stock or RSUs included in such award that are scheduled to vest on or before the date that is twelve (12) months after the Severance Date shall vest; and

(b)

for each stock option, SAR or similar award, and for each non-performance based restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive Award subject to

cliff-vesting, a percentage of the award shall vest, with the percentage determined by dividing twelve (12) months by the total number of months in the cliff-vesting period.

Example 1: On January 26, 2009 Executive A received a stock option grant that is scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On the Severance Date the stock option installment scheduled to vest on January 1, 2010 would vest but the installments scheduled to vest on January 1, 2011 and January 1, 2012 (more than 12 months after the Severance Date) would not vest under the Vesting Provisions.

Example 2: On January 26, 2009 Executive A received a grant of 10,000 restricted stock units with 36 month cliff vesting. Executive A incurs a Severance on December 20, 2009. On the Severance Date 3,333 restricted stock units (12 months/36 months) would vest under the Vesting Provisions.

ATTACHMENT 2
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY

FORM OF WAIVER AND RELEASE OF CLAIMS

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the “Severance Payment” and the “Prorated Target Bonus Amount” (in each case as defined in the Non-Change in Control Severance Policy adopted by the Employer (the “Policy”), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Health Benefits under the terms of the Policy; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights.

I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above.

I understand that this release will be deemed to be an application for benefits under the Policy and that my entitlement thereto shall be governed by the terms and conditions of the Policy and any applicable plan. I expressly hereby consent to such terms and conditions.

I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received

consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Company to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Policy, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer.

I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms.

Signature

Name

Date Signed

ATTACHMENT 3
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
COVENANTS

Confidential Information. The Executive agrees that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of Employer, either during the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive’s employment with the Employer. This provision applies to, but is not limited to, the Employer’s, and its parent’s, subsidiaries’, and affiliates’ legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information.

The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.

Non-Solicitation. The Executive agrees that the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Employer to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Employer or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee.

Non-Disparagement. The Executive agrees that the Executive will not make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Employer, the Company or any Affiliate, or their respective employees, officers, directors, products or services. The Employer agrees that it shall use its best reasonable efforts to assure that none of its executive officers or directors make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Executive. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this requirement.

EX-10.73

Exhibit 10.73

AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (NON-CHANGE IN CONTROL), dated as of and effective June 21, 2010, is by and between Con-way Inc. (the “Employer”), and Jennifer W. Pileggi (the “Executive”).

WHEREAS, the Employer and the Executive entered into a Severance Agreement (Change in Control) dated as of December 18, 2009 which, on the terms and subject to the conditions contained therein, provides for the Employer to make available to the Executive certain severance payments and benefits in connection with a Change in Control (as defined in the CIC Severance Agreement);

WHEREAS, the Employer and the Executive also entered into a Severance Agreement (Non-Change in Control) dated as of December 18, 2009 (the “Original Agreement”) to set forth the terms and conditions on which the Employer agreed to make available to the Executive certain severance payments and benefits in the event of the Executive’s termination of employment in certain circumstances other than in connection with a Change in Control;

WHEREAS, the Employer and the Executive subsequently entered into Amendment No. 1 to Severance Agreement (Non-Change in Control) dated as of January 25, 2010 (“Amendment No. 1”) in order to amend certain covenants contained in the Original Agreement;

WHEREAS, the parties have discovered that the Original Agreement contained unintended language that limited the extent to which qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance, by providing that only qualifying long-term incentive awards granted after the date of the Original Agreement would be subject to partial acceleration or pro-rated vesting;

WHEREAS, the parties now wish to enter into this Amended and Restated Severance Agreement (Non Change in Control) in order to amend and restate the provisions of the Original Agreement (as amended by Amendment No. 1) in order to correctly reflect their understanding that all qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Employer and the Executive hereby agree as follows:

• The attached Terms and Conditions are incorporated herein and made a part of this Agreement.

• Subject to the other provisions of this Agreement, if the Executive incurs a Severance the Executive shall be entitled to receive from the Employer:

(i)	The Severance Payment (the amount of which shall be determined using a multiple (the “Severance Multiple”) of one and one half).
(ii)	The Outplacement Services at a cost to the Employer not to exceed $25,000; and
(iii)	The Severance Benefits for a period of 18 months following the Severance Date (the “Severance Period”).

In addition, if the Executive incurs a Severance the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions, using a number of months (the “Number of Months”) equal to 18. Nothing in this Agreement shall modify or otherwise affect the vesting provisions or other terms of any of Executive’s long-term incentive awards which are not Qualifying Long-Term Incentive Awards.

•	Notwithstanding the definition of the term “Severance” in the Terms and Conditions, for purposes of this Agreement a Severance shall also include a Termination for Good Reason and (subject to the other provisions of this Agreement) upon a Termination for Good Reason the Executive shall be entitled to receive from the Employer all of the payments and benefits described above.
	“Termination for Good Reason” means termination by the Executive of the Executive’s employment following the occurrence (without the Executive’s express written consent) of any one of the following acts by the Employer, unless such act is corrected within 30 days of receipt by the Employer of the Executive’s notice of Termination for Good Reason:

(1)

A reduction of twenty percent (20%) or more in the Executive’s target total direct compensation (determined using the midpoint of the applicable long-term incentive compensation opportunity range), made by the Employer in anticipation of, or within twenty-four (24) months after, the sale or other disposition (including by way of a spin-off or similar transaction) by the Company of one or more of its three principal operating units. As used herein, “target total direct compensation” means the Executive’s annual base salary, target annual bonus and target long-term incentive compensation opportunity.

(2)

The relocation of the Executive’s principal place of employment to a location that results in an increase in the Executive’s one way commute of at least 50 miles.

Notwithstanding the definition of “Severance Payment” in the attached Terms and Conditions, in the event of a Termination for Good Reason based upon clause (1) above, “Severance Payment” shall mean a payment, in lieu of any other severance payment or severance benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary as in effect immediately prior to the reduction in target total direct compensation referred to in clause (1) above and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.

Except in the case of a Termination for Good Reason, in no event shall a “Severance” occur if the Executive terminates his or her employment with the Employer for any reason. The term “Cause” shall not include any actual or anticipated failure by the Executive to substantially perform the Executive’s duties with the Employer after the issuance by the Executive of a notice of Termination for Good Reason.

• Any Termination for Good Reason shall be communicated by written notice from the Executive to the Employer in accordance with Section 7.9 of the Terms and Conditions. A Notice of Termination for Good Reason shall indicate the specific provision in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The notice of termination shall specify the termination date, which shall not be less than thirty (30) days nor more than sixty (60) days, respectively, from the date such notice is given and which (notwithstanding the definition of “Severance Date” in the Terms and Conditions) shall constitute the “Severance Date” for purposes of the Agreement. Once the Executive has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

• If the Executive transfers to and becomes an employee of an Affiliate, the Employer shall assign this Agreement to the Affiliate (as applicable) which shall become the Employer and shall assume the obligations of the Employer.

CON-WAY INC.		EXECUTIVE
By: Name:	/s/ Leslie P. Lundberg Leslie P. Lundberg	By: Name:	/s/ Jennifer W. Pileggi Jennifer W. Pileggi
Title:	SVP Human Resources

TERMS AND CONDITIONS OF AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

Table of Contents

1. Definitions	1
2. Prior Arrangements; CIC Severance Agreements	5
3. Compensation other than Severance Payment and Severance Benefits	6
4. Severance Payment and Severance Benefits; Outplacement Services; Vesting of Qualifying Long-Term Incentive Awards	6
5. Notice of Termination	8
6. Restrictive Covenants	8
7. General Provisions	10
Exhibit A — Waiver and Release of Claims	13
Exhibit B — Assignment and Assumption of Agreement	15

1.	DEFINITIONS. As hereinafter used:
	“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, including any Business Unit.
	“Agreement” means the Amended and Restated Severance Agreement (Non-Change in Control) to which these Terms and Conditions are attached, including the Terms and Conditions, which are incorporated by reference in the Agreement.
	“Board” means the Board of Directors of the Company.
	“Business Unit” is defined in Section 2 of the EIP.
	“Cause” for termination by the Employer of the Executive’s employment (following the applicable procedures set forth in Section 5) means (i) fraud, misappropriation or embezzlement by the Executive against the Employer, the Company or any Affiliate, (ii) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Employer (other than any such failure resulting from the Executive’s incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by or on behalf of the Employer Board, which demand specifically identifies the manner in which the Employer Board believes that the Executive has not substantially performed the Executive’s duties, or (iii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employer, the Company or an Affiliate, monetarily or otherwise. For purposes of clauses (ii) and (iii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Employer, the Company or an Affiliate.
	“Change in Control” has the meaning set forth in the CIC Severance Agreement.

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“CIC Severance Agreement” means the Severance Agreement (Change in Control) dated as of December 18, 2009, as amended, entered into by the Executive and the Employer.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means Con-way Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

“Disability” means a physical or mental illness or condition causing the Executive’s inability to substantially perform the Executive’s duties with the Employer.

“EIP” means the Company’s 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means the entity specified in the first paragraph of the Agreement or any assignee or successor. The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Agreement will be assigned, resulting in a change in the Employer. A draft form of assignment and assumption is attached as Exhibit B.

“Employer Board” means the Board of Directors of the Employer.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

“Executive” means the individual specified in the first paragraph of the Agreement.

“Health Benefits” means health maintenance organization, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits.

“Involuntary Termination” means the actual termination of the Executive’s employment by the Employer for any reason other than death, Disability, Cause or Change in Control. Under no circumstances shall any alleged constructive termination of the Executive’s employment constitute an Involuntary Termination.

“Number of Months” has the meaning specified in the Agreement.

“Outplacement Services” means professional outplacement services determined by the Employer to be suitable to the Executive’s position. The maximum amount that the Employer will pay for such services is set forth in the Agreement. The outplacement services shall be made available until the earlier of (i) such time as the aggregate cost to the Employer of the outplacement services reaches the maximum amount specified in the Agreement, and (ii) the date on which the Executive obtains another full-time job. The Employer will not pay the Executive cash in lieu of professional outplacement services.

2

“Person” means any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act other than (i) the Company or its Affiliates, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or its Affiliates, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock.

“Qualifying Long-Term Incentive Award” means:

(i)	a stock option, stock appreciation right (“SAR”) or similar award, or a restricted stock or restricted stock unit (“RSU”) award (whether cash-based or equity-based, and whether payable in cash or in stock);
(ii)	that is outstanding on the Severance Date;
(iii)	that has a vesting period that is longer than one year in duration; and
(iv)	that is non-performance-based or, if performance-based, is based solely on changes in the price of the Company’s common stock.

“Severance” means an Involuntary Termination.

“Severance Benefits” means Health Benefits for the Severance Period substantially similar to those provided to Executive and Executive’s dependents by or on behalf of the Executive’s Employer immediately prior to the Severance Date. To the extent possible, the Health Benefits shall be provided at the Employer’s expense through COBRA, in accordance with the applicable plans, programs or policies of the Company. For any portion (if any) of the Severance Period in which the Health Benefits cannot be provided through COBRA, the Employer shall promptly purchase, at its own expense and at no cost to the Executive, an individual policy from an A-rated third party insurer under which Executive and Executive’s dependents shall receive the benefits described above (with no preexisting condition limitations).

The Health Benefits shall be reduced to the extent benefits of same type are actually received by or are made available to Executive and Executive’s dependents, as set forth below (and Executive shall promptly notify Employer or any successor company of any such benefits):

(a)	The Health Benefits shall be reduced to the extent benefits of the same type are actually received by the Executive or the Executive’s dependents following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions; or
(b)	The Health Benefits shall be reduced to the extent benefits of the same type are made available to the Executive and Executive’s dependents (whether or not Executive elects to actually receive such benefits) by a new employer of Executive following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions are applicable;

3

provided, however, for avoidance of doubt, benefits made available to one or more of Executive and Executive’s dependents by the employer of Executive’s spouse shall not reduce the Health Benefits otherwise available, except to the extent the Executive’s spouse elects to receive such benefits from his or her employer;

The Employer shall reimburse the Executive for the excess, if any, of the cost to the Executive of Health Benefits over such cost immediately prior to the Severance.

If the Executive dies, the Employer shall continue to provide the Executive’s dependents with the Health Benefits otherwise receivable on the same basis as if the Executive had survived.

If any such benefits are treated as deferred compensation subject to Code section 409A and the Executive is a Specified Employee, the Executive shall pay the full cost of such benefits for the first six months after the Severance Date and the Employer shall reimburse the Executive for such payments as soon as practicable thereafter but not later than nine (9) months from the date the Executive paid such costs.

“Severance Date” means the date on which an Executive incurs a Severance, which shall be the date of termination as determined under Section 5.2.

“Severance Multiple” has the meaning set forth in the Agreement.

“Severance Payment” means a payment, in lieu of any other severance payment or benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary immediately prior to the time of Severance and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.

“Severance Period” has the meaning set forth inthe Agreement.

“Specified Employee” has the meaning set forth in the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees, as amended and restated in December 2008 and as subsequently amended from time to time.

“Target Bonus” means, for any calendar year, an amount equal to (i) the Executive’s Annual Compensation (as defined in the Company’s Executive Incentive Plan) for that calendar year multiplied by (ii) the Participation Percentage (as defined in the Executive Incentive Plan) applicable to executives in the Executive’s grade level (i.e., E1, E2, E3, E4 or E5) for that calendar year, as determined by the Compensation Committee of the Board. “Target Bonus” shall be determined in the manner provided in the preceding sentence whether or not the Executive is a participant in the Executive Incentive Plan during that calendar year, and shall not be based on the Executive’s target bonus under any other annual incentive plan in which the Executive participates during that calendar year. If during the calendar year for which the Target Bonus is determined the Executive has not assigned to an executive grade level of E1, E2, E3, E4 or E5, the Executive’s grade level for purposes of this definition shall be the grade level between E1 and E5 that the Compensation Committee of the Board has determined is equivalent to the Executive’s actual grade level.

4

“Tax Counsel” means reputable outside tax counsel retained by the Employer and reasonably acceptable to the Executive.

“Taxes” means all federal, state, local and other taxes, to the extent applicable to all or any part of the Severance Payment and/or Severance Benefits.

“Terms and Conditions” means these terms and conditions.

“Vesting Provisions” means:

(a)	for each stock option, stock appreciation right (“SAR”) or similar award, and for each non-performance based restricted stock or restricted stock unit (“RSU”) award, in each case that is a Qualifying Long-Term Incentive Award scheduled to vest in installments over time, all unvested options, SARs or similar units, shares of restricted stock or RSUs included in such award that are scheduled to vest on or before the date that is the Number of Months after the Severance Date shall vest; and
(b)	for each stock option, SAR or similar award, and for each non-performance based restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive Award subject to cliff-vesting, a percentage of the award shall vest, with the percentage determined by dividing the Number of Months by the total number of months in the cliff-vesting period.
	Example 1: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a stock option grant that is scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On the Severance Date the stock option installments scheduled to vest on January 1, 2010 and January 1, 2011 would vest but the installment scheduled to vest on January 1, 2012 (more than 18 months after the Severance Date) would not vest under the Vesting Provisions.
	Example 2: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a grant of 10,000 restricted stock units with 36 month cliff vesting. Executive A incurs a Severance on December 20, 2009. On the Severance Date 5,000 restricted stock units (18 months/36 months) would vest under the Vesting Provisions.

2. PRIOR ARRANGEMENTS; CIC SEVERANCE AGREEMENTS.

2.1	The parties agree that all prior employment, separation, severance, termination, change of control, or similar agreements, arrangements, or plans (other than the CIC Severance Agreement), whether oral or written, covering the Executive are terminated and superseded and any notice periods with respect to such terminations are deemed satisfied or explicitly waived.
2.2	The parties further agree that the CIC Severance Agreement is intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to the conditions contained therein) only upon a qualifying severance in connection with a Change in Control, and that this Agreement is

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intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to conditions contained herein) only in connection with a qualifying severance occurring other than in connection with a Change in Control. In no event and under no circumstances shall the Executive be entitled to receive severance payments and benefits under both the CIC Severance Agreement and under this Agreement.

3. COMPENSATION OTHER THAN SEVERANCE PAYMENT AND SEVERANCE BENEFITS.

3.1

If the Executive shall incur a Severance, the Employer shall pay the Executive’s full salary to the Executive through the Severance Date at the rate in effect immediately prior to the Severance Date, together with all compensation and benefits payable to the Executive through the Severance Date under the terms of the Employer’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Severance Date.

3.2

If the Executive shall incur a Severance, the Employer shall pay to the Executive the Executive’s normal post termination compensation and benefits as such payments become due (other than severance payments under any severance plan as in effect immediately prior to the Severance). Such post termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Severance.

4. SEVERANCE PAYMENT AND SEVERANCE BENEFITS; OUTPLACEMENT SERVICES; VESTING OF QUALIFYING LONG-TERM INCENTIVE AWARDS.

4.1	Subject to the other provisions of this Agreement (including, without limitation, Section 5 of these Terms and Conditions), if the Executive incurs a Severance, the Executive shall be entitled to receive from the Employer the Severance Payment, the Severance Benefits and the Outplacement Services. In addition, the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions.
4.2	The Employer shall pay to the Executive the Severance Payment and any Severance Benefits that are payable in cash, in each case less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as soon as practicable thereafter, but in no event later than ten (10) business days immediately following such date). The Employer shall use good faith efforts to obtain from Tax Counsel the determinations contemplated by this Section 4.2. The Executive shall be liable for the payment of all Taxes. The Employer shall be entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is from time to time required to withhold.
4.3	The Executive shall not be eligible to receive the Severance Payment, Severance Benefits or Outplacement Services unless the Executive (or, in the event of the death of the Executive, the executor, personal representative or administrator of the Executive’s estate) first executes a written release substantially in the form attached

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	as Exhibit A hereto on or after the Severance Date and such release becomes effective prior to the time that the Executive (or the Executive’s estate, as applicable) is to receive all or any part of the Severance Payment, the Severance Benefits or the Outplacement Services.
4.4	In the event that the Executive or a dependent of the Executive believes that he or she is not receiving the full amounts to which he or she is entitled under the Agreement, such person may make a claim to the Employer Board and the claims procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as the Committee. Although claims for amounts under this Agreement are governed by claims procedures under the EIP that also apply to ERISA-covered claims, neither this Agreement nor any amounts payable hereunder are, or are intended to be, governed by ERISA.
4.5	Any further dispute or controversy arising under or in connection with the Agreement which remains after the final decision of the Employer Board as contemplated by Section 4.4 shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Such arbitration shall be conducted in the metropolitan area closest to where the Executive lives. Judgment may be entered on the arbitrator’s award in any court having jurisdiction over such metropolitan area; provided however, that the Executive shall be entitled to seek specific performance of his/her right to be paid or to receive benefits hereunder during the pendency of any dispute or controversy under or in connection with this Agreement. The fees and expenses of the arbitrator and the arbitration shall be borne by the Employer.
	If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Agreement cannot be arbitrated as provided above, the parties agree that any civil action shall be brought in United States District Court in the metropolitan area closest to where the Executive lives or, only if there is no basis for federal jurisdiction, in state court closest to where the Executive lives. The parties further agree that any such civil action shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive trial by jury.
	Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is working outside of the United States, and if at such time the Executive maintains a residence in the United States, the dispute or controversy will be resolved (i) by arbitration in the metropolitan area closest to the Executive’s residence in the United States or (ii) by litigation in the United States District Court in the metropolitan area closest to the Executive’s residence in the United States or, only if there is no basis for federal jurisdiction, in state court closest to the Executive’s residence in the United States. If the Executive does not maintain a United States residence at such time, the dispute or controversy will be subject to arbitration in San Mateo, California or to litigation in the United States District Court for the Northern District of California (or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California).
4.6	The Employer shall pay to the Executive all legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by the Agreement. Such payment shall be made within five (5) business days after

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delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require. The Employer shall not be obligated to pay legal fees and expenses incurred by any person other than the Executive or the Executive’s successor in interest hereunder. However, the Employer shall be obligated to pay legal fees and expenses incurred by the Executive on behalf of the Executive’s dependents and legal fees and expenses incurred by the estate of the Executive on behalf of the Executive or the Executive’s dependents.

4.7

The Employer agrees that, if the Executive incurs a Severance, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Further, the amount of any payment or benefit provided for in the Agreement shall not be reduced (except as provided in the definition of Severance Benefits) by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Employer, or otherwise.

5. NOTICE OF TERMINATION.

5.1

Any Involuntary Termination shall be communicated by written notice from the Employer to the Executive in accordance with Section 7.9, and shall follow the applicable procedures set forth in this Section 5. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Employer Board at a meeting of the Employer Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive of no less than thirty (30) days and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Employer Board and to have no less than thirty (30) days to substantially cure the acts or omissions that are the basis for Executive’s termination of employment) finding that, in the good faith opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

5.2

The notice of termination from the Employer shall specify the date of termination, which shall not be less than ten (10) days from the date such notice of termination is given. Once the Employer has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

6. RESTRICTIVE COVENANTS.

6.1 Confidential Information. The Executive agrees, during the Executive’s employment and at all times thereafter, that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of Employer, either during the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive’s employment with the Employer. This Section 6.1 applies to, but is not limited to, the Employer’s, and its

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	parent’s, subsidiaries’, and affiliates’ legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information.
	The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.
6.2	Non-Solicitation. The Executive agrees that, during the Executive’s employment and at all times thereafter during the Severance Period, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Employer to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Employer or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee.
6.3	Non-Disparagement. The Executive agrees, during the Executive’s employment and at all times thereafter, not to make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Employer, the Company or any Affiliate, or their respective employees, officers, directors, products or services. The Employer agrees that it shall use its best reasonable efforts to assure that none of its executive officers or directors make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Executive. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this requirement.
6.4	Reasonableness. In the event the provisions of this Section 6 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.
6.5	Equitable Relief.

(a) Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of Employer, that the Employer would not have entered into the Agreement in the absence of such restrictions, and that any violation of any provision of this Section 6 will result in

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irreparable injury to Employer. By entering into the Agreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The Executive further represents and acknowledges that (i) he or she has been advised by Employer to consult his or her own legal counsel in respect of this Agreement, and (ii) that he or she has had full opportunity, prior to agreeing to enter into the Agreement, to review thoroughly this Agreement with his or her counsel.

(b)

Executive agrees that Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6, which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that any of the provisions of this Section 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.

(c)

Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Northern District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 7.9.

6.6 Survival of Provisions. The obligations contained in this Section shall survive the termination of Executive’s employment with Employer and shall be fully enforceable thereafter.

7. GENERAL PROVISIONS.

7.1 Except as otherwise provided herein or by law, no right or interest of the Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under the Agreement shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Agreement to an Executive who is unable to care for his or her affairs, payment may be made directly to the Executive’s legal guardian or personal representative.

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7.2	If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Agreement) to pay severance pay, a termination indemnity, notice pay or the like or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation (“Notice Period”), then any Severance Payment hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
7.3	Neither the entering into of this Agreement, nor the payment of any benefits hereunder shall be construed as giving the Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Agreement had never been executed.
7.4	If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.
7.5	The Company, the Employer and the Executive intend for the Agreement to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A). The Agreement shall be interpreted in a manner consistent with such intent.
	If any provision of the Agreement would cause compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Employer shall have the unilateral right to amend the Agreement retroactively for compliance with Coode section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding on the Executive. In the event the Agreement does not comply with the requirements of Code section 409A, the Executive will be solely responsible for any adverse tax consequences to the Executive.
7.6	The Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Employer and its successors and assigns, and by the Executive and by the personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to the executors, personal representatives or administrators of the Executive’s estate.
7.7	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement.

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7.8	The Agreement shall not be funded. The Executive shall not have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Agreement.
7.9	All notices and all other communications provided for in the Agreement (i) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to 2855 Campus Drive, San Mateo, California 94403, attention General Counsel, and in the case of the Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
7.10	The Agreement shall be construed and enforced according to the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof) to the extent not preempted by federal law, which shall otherwise control.

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EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the “Severance Payment” (in each case as defined in the Amended and Restated Severance Agreement (Non-Change in Control), dated as of _________, entered into between me and the Employer (the “Agreement”)), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Severance Benefits under the terms of the Agreement; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights.

I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above.

I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby consent to such terms and conditions.

I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Employer to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Agreement, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer.

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I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms.

Signature

Name

Date Signed

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EXHIBIT B

Assignment and Assumption of
Amended and Restated Severance Agreement
Between                     and
                    ,
As of                     

                     (the “Old Employer”) and                      (the “Executive”) have entered into an Amended and Restated Severance Agreement (Non-Change in Control) dated                      (the “Agreement”). The Executive is transferring employment from the Old Employer to                      (the “New Employer”), effective                     . The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Old Employer shall assign the Agreement to the Company or Affiliate. To order to carry out the provisions of the last bullet of the Agreement —

1.	The Old Employer hereby assigns the Agreement to the New Employer.
2.	The New Employer hereby assumes the obligations of the Old Employer under the Agreement.
3.	The assignment and assumption are effective as of the date employment is transferred.
4.	The Executive hereby acknowledges receipt of notice of the assignment and assumption.

THE OLD EMPLOYER	THE NEW EMPLOYER
By:	By:
Name:	Name:
Title:	Title:
EXECUTIVE
Name:

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EX-10.74

Exhibit 10.74

AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (NON-CHANGE IN CONTROL), dated as of and effective June 21, 2010, is by and between Con-way Inc. (the “Employer”), and Leslie P. Lundberg (the “Executive”).

WHEREAS, the Employer and the Executive entered into a Severance Agreement (Change in Control) dated as of December 18, 2009 which, on the terms and subject to the conditions contained therein, provides for the Employer to make available to the Executive certain severance payments and benefits in connection with a Change in Control (as defined in the CIC Severance Agreement);

WHEREAS, the Employer and the Executive also entered into a Severance Agreement (Non-Change in Control) dated as of December 18, 2009 (the “Original Agreement”) to set forth the terms and conditions on which the Employer agreed to make available to the Executive certain severance payments and benefits in the event of the Executive’s termination of employment in certain circumstances other than in connection with a Change in Control;

WHEREAS, the Employer and the Executive subsequently entered into Amendment No. 1 to Severance Agreement (Non-Change in Control) dated as of January 25, 2010 (“Amendment No. 1”) in order to amend certain covenants contained in the Original Agreement;

WHEREAS, the parties have discovered that the Original Agreement contained unintended language that limited the extent to which qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance, by providing that only qualifying long-term incentive awards granted after the date of the Original Agreement would be subject to partial acceleration or pro-rated vesting;

WHEREAS, the parties now wish to enter into this Amended and Restated Severance Agreement (Non Change in Control) in order to amend and restate the provisions of the Original Agreement (as amended by Amendment No. 1) in order to correctly reflect their understanding that all qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Employer and the Executive hereby agree as follows:

• The attached Terms and Conditions are incorporated herein and made a part of this Agreement.

• Subject to the other provisions of this Agreement, if the Executive incurs a Severance the Executive shall be entitled to receive from the Employer:

(i)	The Severance Payment (the amount of which shall be determined using a multiple (the “Severance Multiple”) of one and one half).
(ii)	The Outplacement Services at a cost to the Employer not to exceed $16,000; and
(iii)	The Severance Benefits for a period of 18 months following the Severance Date (the “Severance Period”).

In addition, if the Executive incurs a Severance the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions, using a number of months (the “Number of Months”) equal to 18. Nothing in this Agreement shall modify or otherwise affect the vesting provisions or other terms of any of Executive’s long-term incentive awards which are not Qualifying Long-Term Incentive Awards.

•	Notwithstanding the definition of the term “Severance” in the Terms and Conditions, for purposes of this Agreement a Severance shall also include a Termination for Good Reason and (subject to the other provisions of this Agreement) upon a Termination for Good Reason the Executive shall be entitled to receive from the Employer all of the payments and benefits described above.
	“Termination for Good Reason” means termination by the Executive of the Executive’s employment following the occurrence (without the Executive’s express written consent) of any one of the following acts by the Employer, unless such act is corrected within 30 days of receipt by the Employer of the Executive’s notice of Termination for Good Reason:

(1)

A reduction of twenty percent (20%) or more in the Executive’s target total direct compensation (determined using the midpoint of the applicable long-term incentive compensation opportunity range), made by the Employer in anticipation of, or within twenty-four (24) months after, the sale or other disposition (including by way of a spin-off or similar transaction) by the Company of one or more of its three principal operating units. As used herein, “target total direct compensation” means the Executive’s annual base salary, target annual bonus and target long-term incentive compensation opportunity.

(2)

The relocation of the Executive’s principal place of employment to a location that results in an increase in the Executive’s one way commute of at least 50 miles.

	Notwithstanding the definition of “Severance Payment” in the attached Terms and Conditions, in the event of a Termination for Good Reason based upon clause (1) above, “Severance Payment” shall mean a payment, in lieu of any other severance payment or severance benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary as in effect immediately prior to the reduction in target total direct compensation referred to in clause (1) above and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.
	Except in the case of a Termination for Good Reason, in no event shall a “Severance” occur if the Executive terminates his or her employment with the Employer for any reason. The term “Cause” shall not include any actual or anticipated failure by the Executive to substantially perform the Executive’s duties with the Employer after the issuance by the Executive of a notice of Termination for Good Reason.
•	Any Termination for Good Reason shall be communicated by written notice from the Executive to the Employer in accordance with Section 7.9 of the Terms and Conditions. A Notice of Termination for Good Reason shall indicate the specific provision in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The notice of termination shall specify the termination date, which shall not be less than thirty (30) days nor more than sixty (60) days, respectively, from the date such notice is given and which (notwithstanding the definition of “Severance Date” in the Terms and Conditions) shall constitute the “Severance Date” for purposes of the Agreement. Once the Executive has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.
•	If the Executive transfers to and becomes an employee of an Affiliate, the Employer shall assign this Agreement to the Affiliate (as applicable) which shall become the Employer and shall assume the obligations of the Employer.

CON-WAY INC.		EXECUTIVE
By: Name:	/s/ Jennifer W. Pileggi Jennifer W. Pileggi	By: Name:	/s/ Leslie P. Lundberg Leslie P. Lundberg
Title:	EVP General Counsel & Secretary

TERMS AND CONDITIONS OF AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

Table of Contents

1. Definitions	1
2. Prior Arrangements; CIC Severance Agreements	5
3. Compensation other than Severance Payment and Severance Benefits	6
4. Severance Payment and Severance Benefits; Outplacement Services; Vesting of Qualifying Long-Term Incentive Awards	6
5. Notice of Termination	8
6. Restrictive Covenants	8
7. General Provisions	10
Exhibit A — Waiver and Release of Claims	13
Exhibit B — Assignment and Assumption of Agreement	15

1. DEFINITIONS. As hereinafter used:

“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, including any Business Unit.

“Agreement” means the Amended and Restated Severance Agreement (Non-Change in Control) to which these Terms and Conditions are attached, including the Terms and Conditions, which are incorporated by reference in the Agreement.

“Board” means the Board of Directors of the Company.

“Business Unit” is defined in Section 2 of the EIP.

“Cause” for termination by the Employer of the Executive’s employment (following the applicable procedures set forth in Section 5) means (i) fraud, misappropriation or embezzlement by the Executive against the Employer, the Company or any Affiliate, (ii) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Employer (other than any such failure resulting from the Executive’s incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by or on behalf of the Employer Board, which demand specifically identifies the manner in which the Employer Board believes that the Executive has not substantially performed the Executive’s duties, or (iii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employer, the Company or an Affiliate, monetarily or otherwise. For purposes of clauses (ii) and (iii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Employer, the Company or an Affiliate.

“Change in Control” has the meaning set forth in the CIC Severance Agreement.

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“CIC Severance Agreement” means the Severance Agreement (Change in Control) dated as of December 18, 2009, as amended, entered into by the Executive and the Employer.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means Con-way Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

“Disability” means a physical or mental illness or condition causing the Executive’s inability to substantially perform the Executive’s duties with the Employer.

“EIP” means the Company’s 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means the entity specified in the first paragraph of the Agreement or any assignee or successor. The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Agreement will be assigned, resulting in a change in the Employer. A draft form of assignment and assumption is attached as Exhibit B.

“Employer Board” means the Board of Directors of the Employer.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

“Executive” means the individual specified in the first paragraph of the Agreement.

“Health Benefits” means health maintenance organization, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits.

“Involuntary Termination” means the actual termination of the Executive’s employment by the Employer for any reason other than death, Disability, Cause or Change in Control. Under no circumstances shall any alleged constructive termination of the Executive’s employment constitute an Involuntary Termination.

“Number of Months” has the meaning specified in the Agreement.

“Outplacement Services” means professional outplacement services determined by the Employer to be suitable to the Executive’s position. The maximum amount that the Employer will pay for such services is set forth in the Agreement. The outplacement services shall be made available until the earlier of (i) such time as the aggregate cost to the Employer of the outplacement services reaches the maximum amount specified in the Agreement, and (ii) the date on which the Executive obtains another full-time job. The Employer will not pay the Executive cash in lieu of professional outplacement services.

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“Person” means any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act other than (i) the Company or its Affiliates, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or its Affiliates, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock.

“Qualifying Long-Term Incentive Award” means:

(i)	a stock option, stock appreciation right (“SAR”) or similar award, or a restricted stock or restricted stock unit (“RSU”) award (whether cash-based or equity-based, and whether payable in cash or in stock);
(ii)	that is outstanding on the Severance Date;
(iii)	that has a vesting period that is longer than one year in duration; and
(iv)	that is non-performance-based or, if performance-based, is based solely on changes in the price of the Company’s common stock.

“Severance” means an Involuntary Termination.

“Severance Benefits” means Health Benefits for the Severance Period substantially similar to those provided to Executive and Executive’s dependents by or on behalf of the Executive’s Employer immediately prior to the Severance Date. To the extent possible, the Health Benefits shall be provided at the Employer’s expense through COBRA, in accordance with the applicable plans, programs or policies of the Company. For any portion (if any) of the Severance Period in which the Health Benefits cannot be provided through COBRA, the Employer shall promptly purchase, at its own expense and at no cost to the Executive, an individual policy from an A-rated third party insurer under which Executive and Executive’s dependents shall receive the benefits described above (with no preexisting condition limitations).

The Health Benefits shall be reduced to the extent benefits of same type are actually received by or are made available to Executive and Executive’s dependents, as set forth below (and Executive shall promptly notify Employer or any successor company of any such benefits):

(a)	The Health Benefits shall be reduced to the extent benefits of the same type are actually received by the Executive or the Executive’s dependents following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions; or
(b)	The Health Benefits shall be reduced to the extent benefits of the same type are made available to the Executive and Executive’s dependents (whether or not Executive elects to actually receive such benefits) by a new employer of Executive following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions are applicable;

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provided, however, for avoidance of doubt, benefits made available to one or more of Executive and Executive’s dependents by the employer of Executive’s spouse shall not reduce the Health Benefits otherwise available, except to the extent the Executive’s spouse elects to receive such benefits from his or her employer;

The Employer shall reimburse the Executive for the excess, if any, of the cost to the Executive of Health Benefits over such cost immediately prior to the Severance.

If the Executive dies, the Employer shall continue to provide the Executive’s dependents with the Health Benefits otherwise receivable on the same basis as if the Executive had survived.

If any such benefits are treated as deferred compensation subject to Code section 409A and the Executive is a Specified Employee, the Executive shall pay the full cost of such benefits for the first six months after the Severance Date and the Employer shall reimburse the Executive for such payments as soon as practicable thereafter but not later than nine (9) months from the date the Executive paid such costs.

“Severance Date” means the date on which an Executive incurs a Severance, which shall be the date of termination as determined under Section 5.2.

“Severance Multiple” has the meaning set forth in the Agreement.

“Severance Payment” means a payment, in lieu of any other severance payment or benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary immediately prior to the time of Severance and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.

“Severance Period” has the meaning set forth inthe Agreement.

“Specified Employee” has the meaning set forth in the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees, as amended and restated in December 2008 and as subsequently amended from time to time.

“Target Bonus” means, for any calendar year, an amount equal to (i) the Executive’s Annual Compensation (as defined in the Company’s Executive Incentive Plan) for that calendar year multiplied by (ii) the Participation Percentage (as defined in the Executive Incentive Plan) applicable to executives in the Executive’s grade level (i.e., E1, E2, E3, E4 or E5) for that calendar year, as determined by the Compensation Committee of the Board. “Target Bonus” shall be determined in the manner provided in the preceding sentence whether or not the Executive is a participant in the Executive Incentive Plan during that calendar year, and shall not be based on the Executive’s target bonus under any other annual incentive plan in which the Executive participates during that calendar year. If during the calendar year for which the Target Bonus is determined the Executive has not assigned to an executive grade level of E1, E2, E3, E4 or E5, the Executive’s grade level for purposes of this definition shall be the grade level between E1 and E5 that the Compensation Committee of the Board has determined is equivalent to the Executive’s actual grade level.

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“Tax Counsel” means reputable outside tax counsel retained by the Employer and reasonably acceptable to the Executive.

“Taxes” means all federal, state, local and other taxes, to the extent applicable to all or any part of the Severance Payment and/or Severance Benefits.

“Terms and Conditions” means these terms and conditions.

“Vesting Provisions” means:

(a)	for each stock option, stock appreciation right (“SAR”) or similar award, and for each non-performance based restricted stock or restricted stock unit (“RSU”) award, in each case that is a Qualifying Long-Term Incentive Award scheduled to vest in installments over time, all unvested options, SARs or similar units, shares of restricted stock or RSUs included in such award that are scheduled to vest on or before the date that is the Number of Months after the Severance Date shall vest; and
(b)	for each stock option, SAR or similar award, and for each non-performance based restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive Award subject to cliff-vesting, a percentage of the award shall vest, with the percentage determined by dividing the Number of Months by the total number of months in the cliff-vesting period.
	Example 1: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a stock option grant that is scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On the Severance Date the stock option installments scheduled to vest on January 1, 2010 and January 1, 2011 would vest but the installment scheduled to vest on January 1, 2012 (more than 18 months after the Severance Date) would not vest under the Vesting Provisions.
	Example 2: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a grant of 10,000 restricted stock units with 36 month cliff vesting. Executive A incurs a Severance on December 20, 2009. On the Severance Date 5,000 restricted stock units (18 months/36 months) would vest under the Vesting Provisions.

2. PRIOR ARRANGEMENTS; CIC SEVERANCE AGREEMENTS.

2.1	The parties agree that all prior employment, separation, severance, termination, change of control, or similar agreements, arrangements, or plans (other than the CIC Severance Agreement), whether oral or written, covering the Executive are terminated and superseded and any notice periods with respect to such terminations are deemed satisfied or explicitly waived.
2.2	The parties further agree that the CIC Severance Agreement is intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to the conditions contained therein) only upon a qualifying severance in connection with a Change in Control, and that this Agreement is

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intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to conditions contained herein) only in connection with a qualifying severance occurring other than in connection with a Change in Control. In no event and under no circumstances shall the Executive be entitled to receive severance payments and benefits under both the CIC Severance Agreement and under this Agreement.

3. COMPENSATION OTHER THAN SEVERANCE PAYMENT AND SEVERANCE BENEFITS.

3.1

If the Executive shall incur a Severance, the Employer shall pay the Executive’s full salary to the Executive through the Severance Date at the rate in effect immediately prior to the Severance Date, together with all compensation and benefits payable to the Executive through the Severance Date under the terms of the Employer’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Severance Date.

3.2

If the Executive shall incur a Severance, the Employer shall pay to the Executive the Executive’s normal post termination compensation and benefits as such payments become due (other than severance payments under any severance plan as in effect immediately prior to the Severance). Such post termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Severance.

4. SEVERANCE PAYMENT AND SEVERANCE BENEFITS; OUTPLACEMENT SERVICES; VESTING OF QUALIFYING LONG-TERM INCENTIVE AWARDS.

4.1	Subject to the other provisions of this Agreement (including, without limitation, Section 5 of these Terms and Conditions), if the Executive incurs a Severance, the Executive shall be entitled to receive from the Employer the Severance Payment, the Severance Benefits and the Outplacement Services. In addition, the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions.
4.2	The Employer shall pay to the Executive the Severance Payment and any Severance Benefits that are payable in cash, in each case less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as soon as practicable thereafter, but in no event later than ten (10) business days immediately following such date). The Employer shall use good faith efforts to obtain from Tax Counsel the determinations contemplated by this Section 4.2. The Executive shall be liable for the payment of all Taxes. The Employer shall be entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is from time to time required to withhold.
4.3	The Executive shall not be eligible to receive the Severance Payment, Severance Benefits or Outplacement Services unless the Executive (or, in the event of the death of the Executive, the executor, personal representative or administrator of the Executive’s estate) first executes a written release substantially in the form attached

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	as Exhibit A hereto on or after the Severance Date and such release becomes effective prior to the time that the Executive (or the Executive’s estate, as applicable) is to receive all or any part of the Severance Payment, the Severance Benefits or the Outplacement Services.
4.4	In the event that the Executive or a dependent of the Executive believes that he or she is not receiving the full amounts to which he or she is entitled under the Agreement, such person may make a claim to the Employer Board and the claims procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as the Committee. Although claims for amounts under this Agreement are governed by claims procedures under the EIP that also apply to ERISA-covered claims, neither this Agreement nor any amounts payable hereunder are, or are intended to be, governed by ERISA.
4.5	Any further dispute or controversy arising under or in connection with the Agreement which remains after the final decision of the Employer Board as contemplated by Section 4.4 shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Such arbitration shall be conducted in the metropolitan area closest to where the Executive lives. Judgment may be entered on the arbitrator’s award in any court having jurisdiction over such metropolitan area; provided however, that the Executive shall be entitled to seek specific performance of his/her right to be paid or to receive benefits hereunder during the pendency of any dispute or controversy under or in connection with this Agreement. The fees and expenses of the arbitrator and the arbitration shall be borne by the Employer.
	If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Agreement cannot be arbitrated as provided above, the parties agree that any civil action shall be brought in United States District Court in the metropolitan area closest to where the Executive lives or, only if there is no basis for federal jurisdiction, in state court closest to where the Executive lives. The parties further agree that any such civil action shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive trial by jury.
	Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is working outside of the United States, and if at such time the Executive maintains a residence in the United States, the dispute or controversy will be resolved (i) by arbitration in the metropolitan area closest to the Executive’s residence in the United States or (ii) by litigation in the United States District Court in the metropolitan area closest to the Executive’s residence in the United States or, only if there is no basis for federal jurisdiction, in state court closest to the Executive’s residence in the United States. If the Executive does not maintain a United States residence at such time, the dispute or controversy will be subject to arbitration in San Mateo, California or to litigation in the United States District Court for the Northern District of California (or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California).
4.6	The Employer shall pay to the Executive all legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by the Agreement. Such payment shall be made within five (5) business days after

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delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require. The Employer shall not be obligated to pay legal fees and expenses incurred by any person other than the Executive or the Executive’s successor in interest hereunder. However, the Employer shall be obligated to pay legal fees and expenses incurred by the Executive on behalf of the Executive’s dependents and legal fees and expenses incurred by the estate of the Executive on behalf of the Executive or the Executive’s dependents.

4.7

The Employer agrees that, if the Executive incurs a Severance, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Further, the amount of any payment or benefit provided for in the Agreement shall not be reduced (except as provided in the definition of Severance Benefits) by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Employer, or otherwise.

5. NOTICE OF TERMINATION.

5.1

Any Involuntary Termination shall be communicated by written notice from the Employer to the Executive in accordance with Section 7.9, and shall follow the applicable procedures set forth in this Section 5. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Employer Board at a meeting of the Employer Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive of no less than thirty (30) days and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Employer Board and to have no less than thirty (30) days to substantially cure the acts or omissions that are the basis for Executive’s termination of employment) finding that, in the good faith opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

5.2

The notice of termination from the Employer shall specify the date of termination, which shall not be less than ten (10) days from the date such notice of termination is given. Once the Employer has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

6. RESTRICTIVE COVENANTS.

6.1 Confidential Information. The Executive agrees, during the Executive’s employment and at all times thereafter, that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of Employer, either during the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive’s employment with the Employer. This Section 6.1 applies to, but is not limited to, the Employer’s, and its

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	parent’s, subsidiaries’, and affiliates’ legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information.
	The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.
6.2	Non-Solicitation. The Executive agrees that, during the Executive’s employment and at all times thereafter during the Severance Period, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Employer to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Employer or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee.
6.3	Non-Disparagement. The Executive agrees, during the Executive’s employment and at all times thereafter, not to make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Employer, the Company or any Affiliate, or their respective employees, officers, directors, products or services. The Employer agrees that it shall use its best reasonable efforts to assure that none of its executive officers or directors make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Executive. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this requirement.
6.4	Reasonableness. In the event the provisions of this Section 6 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.
6.5	Equitable Relief.

(a) Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of Employer, that the Employer would not have entered into the Agreement in the absence of such restrictions, and that any violation of any provision of this Section 6 will result in

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	irreparable injury to Employer. By entering into the Agreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The Executive further represents and acknowledges that (i) he or she has been advised by Employer to consult his or her own legal counsel in respect of this Agreement, and (ii) that he or she has had full opportunity, prior to agreeing to enter into the Agreement, to review thoroughly this Agreement with his or her counsel.
(b)	Executive agrees that Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6, which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that any of the provisions of this Section 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)	Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Northern District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 7.9.

6.6 Survival of Provisions. The obligations contained in this Section shall survive the termination of Executive’s employment with Employer and shall be fully enforceable thereafter.

7. GENERAL PROVISIONS.

7.1 Except as otherwise provided herein or by law, no right or interest of the Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under the Agreement shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Agreement to an Executive who is unable to care for his or her affairs, payment may be made directly to the Executive’s legal guardian or personal representative.

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7.2	If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Agreement) to pay severance pay, a termination indemnity, notice pay or the like or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation (“Notice Period”), then any Severance Payment hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
7.3	Neither the entering into of this Agreement, nor the payment of any benefits hereunder shall be construed as giving the Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Agreement had never been executed.
7.4	If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.
7.5	The Company, the Employer and the Executive intend for the Agreement to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A). The Agreement shall be interpreted in a manner consistent with such intent.
	If any provision of the Agreement would cause compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Employer shall have the unilateral right to amend the Agreement retroactively for compliance with Coode section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding on the Executive. In the event the Agreement does not comply with the requirements of Code section 409A, the Executive will be solely responsible for any adverse tax consequences to the Executive.
7.6	The Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Employer and its successors and assigns, and by the Executive and by the personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to the executors, personal representatives or administrators of the Executive’s estate.
7.7	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement.

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7.8	The Agreement shall not be funded. The Executive shall not have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Agreement.
7.9	All notices and all other communications provided for in the Agreement (i) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to 2855 Campus Drive, San Mateo, California 94403, attention General Counsel, and in the case of the Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
7.10	The Agreement shall be construed and enforced according to the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof) to the extent not preempted by federal law, which shall otherwise control.

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EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by                      (the “Employer”) of the “Severance Payment” (in each case as defined in the Amended and Restated Severance Agreement (Non-Change in Control), dated as of                     , entered into between me and the Employer (the “Agreement”)), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Severance Benefits under the terms of the Agreement; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights.

I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above.

I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby consent to such terms and conditions.

I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Employer to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Agreement, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer.

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I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms.

Signature

Name

Date Signed

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EXHIBIT B

Assignment and Assumption of
Amended and Restated Severance Agreement
Between                      and
                    ,
As of                     

                     (the “Old Employer”) and                      (the “Executive”) have entered into an Amended and Restated Severance Agreement (Non-Change in Control) dated                      (the “Agreement”). The Executive is transferring employment from the Old Employer to                      (the “New Employer”), effective _______. The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Old Employer shall assign the Agreement to the Company or Affiliate. To order to carry out the provisions of the last bullet of the Agreement —

1.	The Old Employer hereby assigns the Agreement to the New Employer.
2.	The New Employer hereby assumes the obligations of the Old Employer under the Agreement.
3.	The assignment and assumption are effective as of the date employment is transferred.
4.	The Executive hereby acknowledges receipt of notice of the assignment and assumption.

THE OLD EMPLOYER	THE NEW EMPLOYER
By:	By:
Name:	Name:
Title:	Title:
EXECUTIVE
Name:

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EX-10.75

Exhibit 10.75

AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (NON-CHANGE IN CONTROL), dated as of and effective June 21, 2010, is by and between Con-way Inc. (the “Employer”), and Mark C. Thickpenny (the “Executive”).

WHEREAS, the Employer and the Executive entered into a Severance Agreement (Change in Control) dated as of December 18, 2009 which, on the terms and subject to the conditions contained therein, provides for the Employer to make available to the Executive certain severance payments and benefits in connection with a Change in Control (as defined in the CIC Severance Agreement);

WHEREAS, the Employer and the Executive also entered into a Severance Agreement (Non-Change in Control) dated as of December 18, 2009 (the “Original Agreement”) to set forth the terms and conditions on which the Employer agreed to make available to the Executive certain severance payments and benefits in the event of the Executive’s termination of employment in certain circumstances other than in connection with a Change in Control;

WHEREAS, the Employer and the Executive subsequently entered into Amendment No. 1 to Severance Agreement (Non-Change in Control) dated as of January 25, 2010 (“Amendment No. 1”) in order to amend certain covenants contained in the Original Agreement;

WHEREAS, the parties have discovered that the Original Agreement contained unintended language that limited the extent to which qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance, by providing that only qualifying long-term incentive awards granted after the date of the Original Agreement would be subject to partial acceleration or pro-rated vesting;

WHEREAS, the parties now wish to enter into this Amended and Restated Severance Agreement (Non Change in Control) in order to amend and restate the provisions of the Original Agreement (as amended by Amendment No. 1) in order to correctly reflect their understanding that all qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Employer and the Executive hereby agree as follows:

• The attached Terms and Conditions are incorporated herein and made a part of this Agreement.

• Subject to the other provisions of this Agreement, if the Executive incurs a Severance the Executive shall be entitled to receive from the Employer:

(i)	The Severance Payment (the amount of which shall be determined using a multiple (the “Severance Multiple”) of one and one half).
(ii)	The Outplacement Services at a cost to the Employer not to exceed $16,000; and
(iii)	The Severance Benefits for a period of 18 months following the Severance Date (the “Severance Period”).

In addition, if the Executive incurs a Severance the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions, using a number of months (the “Number of Months”) equal to 18. Nothing in this Agreement shall modify or otherwise affect the vesting provisions or other terms of any of Executive’s long-term incentive awards which are not Qualifying Long-Term Incentive Awards.

•	Notwithstanding the definition of the term “Severance” in the Terms and Conditions, for purposes of this Agreement a Severance shall also include a Termination for Good Reason and (subject to the other provisions of this Agreement) upon a Termination for Good Reason the Executive shall be entitled to receive from the Employer all of the payments and benefits described above.
	“Termination for Good Reason” means termination by the Executive of the Executive’s employment following the occurrence (without the Executive’s express written consent) of any one of the following acts by the Employer, unless such act is corrected within 30 days of receipt by the Employer of the Executive’s notice of Termination for Good Reason:

(1)

A reduction of twenty percent (20%) or more in the Executive’s target total direct compensation (determined using the midpoint of the applicable long-term incentive compensation opportunity range), made by the Employer in anticipation of, or within twenty-four (24) months after, the sale or other disposition (including by way of a spin-off or similar transaction) by the Company of one or more of its three principal operating units. As used herein, “target total direct compensation” means the Executive’s annual base salary, target annual bonus and target long-term incentive compensation opportunity.

(2)

The relocation of the Executive’s principal place of employment to a location that results in an increase in the Executive’s one way commute of at least 50 miles.

	Notwithstanding the definition of “Severance Payment” in the attached Terms and Conditions, in the event of a Termination for Good Reason based upon clause (1) above, “Severance Payment” shall mean a payment, in lieu of any other severance payment or severance benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary as in effect immediately prior to the reduction in target total direct compensation referred to in clause (1) above and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.
	Except in the case of a Termination for Good Reason, in no event shall a “Severance” occur if the Executive terminates his or her employment with the Employer for any reason. The term “Cause” shall not include any actual or anticipated failure by the Executive to substantially perform the Executive’s duties with the Employer after the issuance by the Executive of a notice of Termination for Good Reason.
•	Any Termination for Good Reason shall be communicated by written notice from the Executive to the Employer in accordance with Section 7.9 of the Terms and Conditions. A Notice of Termination for Good Reason shall indicate the specific provision in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The notice of termination shall specify the termination date, which shall not be less than thirty (30) days nor more than sixty (60) days, respectively, from the date such notice is given and which (notwithstanding the definition of “Severance Date” in the Terms and Conditions) shall constitute the “Severance Date” for purposes of the Agreement. Once the Executive has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.
•	If the Executive transfers to and becomes an employee of an Affiliate, the Employer shall assign this Agreement to the Affiliate (as applicable) which shall become the Employer and shall assume the obligations of the Employer.

CON-WAY INC.		EXECUTIVE
By:	/s/ Jennifer W. Pileggi	By:	/s/ Mark C. Thickpenny
Name:	Jennifer W. Pileggi	Name:	Mark C. Thickpenny
Title:	EVP General Counsel & Secretary

TERMS AND CONDITIONS OF AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

Table of Contents

1. Definitions	1
2. Prior Arrangements; CIC Severance Agreements	5
3. Compensation other than Severance Payment and Severance Benefits	6
4. Severance Payment and Severance Benefits; Outplacement Services; Vesting of Qualifying Long-Term Incentive Awards	6
5. Notice of Termination	8
6. Restrictive Covenants	8
7. General Provisions	10
Exhibit A — Waiver and Release of Claims	13
Exhibit B — Assignment and Assumption of Agreement	15

1.	DEFINITIONS. As hereinafter used:
	“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, including any Business Unit.
	“Agreement” means the Amended and Restated Severance Agreement (Non-Change in Control) to which these Terms and Conditions are attached, including the Terms and Conditions, which are incorporated by reference in the Agreement.
	“Board” means the Board of Directors of the Company.
	“Business Unit” is defined in Section 2 of the EIP.
	“Cause” for termination by the Employer of the Executive’s employment (following the applicable procedures set forth in Section 5) means (i) fraud, misappropriation or embezzlement by the Executive against the Employer, the Company or any Affiliate, (ii) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Employer (other than any such failure resulting from the Executive’s incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by or on behalf of the Employer Board, which demand specifically identifies the manner in which the Employer Board believes that the Executive has not substantially performed the Executive’s duties, or (iii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employer, the Company or an Affiliate, monetarily or otherwise. For purposes of clauses (ii) and (iii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Employer, the Company or an Affiliate.
	“Change in Control” has the meaning set forth in the CIC Severance Agreement.

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“CIC Severance Agreement” means the Severance Agreement (Change in Control) dated as of December 18, 2009, as amended, entered into by the Executive and the Employer.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means Con-way Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

“Disability” means a physical or mental illness or condition causing the Executive’s inability to substantially perform the Executive’s duties with the Employer.

“EIP” means the Company’s 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means the entity specified in the first paragraph of the Agreement or any assignee or successor. The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Agreement will be assigned, resulting in a change in the Employer. A draft form of assignment and assumption is attached as Exhibit B.

“Employer Board” means the Board of Directors of the Employer.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

“Executive” means the individual specified in the first paragraph of the Agreement.

“Health Benefits” means health maintenance organization, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits.

“Involuntary Termination” means the actual termination of the Executive’s employment by the Employer for any reason other than death, Disability, Cause or Change in Control. Under no circumstances shall any alleged constructive termination of the Executive’s employment constitute an Involuntary Termination.

“Number of Months” has the meaning specified in the Agreement.

“Outplacement Services” means professional outplacement services determined by the Employer to be suitable to the Executive’s position. The maximum amount that the Employer will pay for such services is set forth in the Agreement. The outplacement services shall be made available until the earlier of (i) such time as the aggregate cost to the Employer of the outplacement services reaches the maximum amount specified in the Agreement, and (ii) the date on which the Executive obtains another full-time job. The Employer will not pay the Executive cash in lieu of professional outplacement services.

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“Person” means any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act other than (i) the Company or its Affiliates, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or its Affiliates, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock.

“Qualifying Long-Term Incentive Award” means:

(i)	a stock option, stock appreciation right (“SAR”) or similar award, or a restricted stock or restricted stock unit (“RSU”) award (whether cash-based or equity-based, and whether payable in cash or in stock);
(ii)	that is outstanding on the Severance Date;
(iii)	that has a vesting period that is longer than one year in duration; and
(iv)	that is non-performance-based or, if performance-based, is based solely on changes in the price of the Company’s common stock.

“Severance” means an Involuntary Termination.

“Severance Benefits” means Health Benefits for the Severance Period substantially similar to those provided to Executive and Executive’s dependents by or on behalf of the Executive’s Employer immediately prior to the Severance Date. To the extent possible, the Health Benefits shall be provided at the Employer’s expense through COBRA, in accordance with the applicable plans, programs or policies of the Company. For any portion (if any) of the Severance Period in which the Health Benefits cannot be provided through COBRA, the Employer shall promptly purchase, at its own expense and at no cost to the Executive, an individual policy from an A-rated third party insurer under which Executive and Executive’s dependents shall receive the benefits described above (with no preexisting condition limitations).

The Health Benefits shall be reduced to the extent benefits of same type are actually received by or are made available to Executive and Executive’s dependents, as set forth below (and Executive shall promptly notify Employer or any successor company of any such benefits):

(a)	The Health Benefits shall be reduced to the extent benefits of the same type are actually received by the Executive or the Executive’s dependents following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions; or
(b)	The Health Benefits shall be reduced to the extent benefits of the same type are made available to the Executive and Executive’s dependents (whether or not Executive elects to actually receive such benefits) by a new employer of Executive following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions are applicable;

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provided, however, for avoidance of doubt, benefits made available to one or more of Executive and Executive’s dependents by the employer of Executive’s spouse shall not reduce the Health Benefits otherwise available, except to the extent the Executive’s spouse elects to receive such benefits from his or her employer;

The Employer shall reimburse the Executive for the excess, if any, of the cost to the Executive of Health Benefits over such cost immediately prior to the Severance.

If the Executive dies, the Employer shall continue to provide the Executive’s dependents with the Health Benefits otherwise receivable on the same basis as if the Executive had survived.

If any such benefits are treated as deferred compensation subject to Code section 409A and the Executive is a Specified Employee, the Executive shall pay the full cost of such benefits for the first six months after the Severance Date and the Employer shall reimburse the Executive for such payments as soon as practicable thereafter but not later than nine (9) months from the date the Executive paid such costs.

“Severance Date” means the date on which an Executive incurs a Severance, which shall be the date of termination as determined under Section 5.2.

“Severance Multiple” has the meaning set forth in the Agreement.

“Severance Payment” means a payment, in lieu of any other severance payment or benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary immediately prior to the time of Severance and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.

“Severance Period” has the meaning set forth inthe Agreement.

“Specified Employee” has the meaning set forth in the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees, as amended and restated in December 2008 and as subsequently amended from time to time.

“Target Bonus” means, for any calendar year, an amount equal to (i) the Executive’s Annual Compensation (as defined in the Company’s Executive Incentive Plan) for that calendar year multiplied by (ii) the Participation Percentage (as defined in the Executive Incentive Plan) applicable to executives in the Executive’s grade level (i.e., E1, E2, E3, E4 or E5) for that calendar year, as determined by the Compensation Committee of the Board. “Target Bonus” shall be determined in the manner provided in the preceding sentence whether or not the Executive is a participant in the Executive Incentive Plan during that calendar year, and shall not be based on the Executive’s target bonus under any other annual incentive plan in which the Executive participates during that calendar year. If during the calendar year for which the Target Bonus is determined the Executive has not assigned to an executive grade level of E1, E2, E3, E4 or E5, the Executive’s grade level for purposes of this definition shall be the grade level between E1 and E5 that the Compensation Committee of the Board has determined is equivalent to the Executive’s actual grade level.

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“Tax Counsel” means reputable outside tax counsel retained by the Employer and reasonably acceptable to the Executive.

“Taxes” means all federal, state, local and other taxes, to the extent applicable to all or any part of the Severance Payment and/or Severance Benefits.

“Terms and Conditions” means these terms and conditions.

“Vesting Provisions” means:

(a)	for each stock option, stock appreciation right (“SAR”) or similar award, and for each non-performance based restricted stock or restricted stock unit (“RSU”) award, in each case that is a Qualifying Long-Term Incentive Award scheduled to vest in installments over time, all unvested options, SARs or similar units, shares of restricted stock or RSUs included in such award that are scheduled to vest on or before the date that is the Number of Months after the Severance Date shall vest; and
(b)	for each stock option, SAR or similar award, and for each non-performance based restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive Award subject to cliff-vesting, a percentage of the award shall vest, with the percentage determined by dividing the Number of Months by the total number of months in the cliff-vesting period.
	Example 1: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a stock option grant that is scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On the Severance Date the stock option installments scheduled to vest on January 1, 2010 and January 1, 2011 would vest but the installment scheduled to vest on January 1, 2012 (more than 18 months after the Severance Date) would not vest under the Vesting Provisions.
	Example 2: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a grant of 10,000 restricted stock units with 36 month cliff vesting. Executive A incurs a Severance on December 20, 2009. On the Severance Date 5,000 restricted stock units (18 months/36 months) would vest under the Vesting Provisions.

2. PRIOR ARRANGEMENTS; CIC SEVERANCE AGREEMENTS.

2.1	The parties agree that all prior employment, separation, severance, termination, change of control, or similar agreements, arrangements, or plans (other than the CIC Severance Agreement), whether oral or written, covering the Executive are terminated and superseded and any notice periods with respect to such terminations are deemed satisfied or explicitly waived.
2.2	The parties further agree that the CIC Severance Agreement is intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to the conditions contained therein) only upon a qualifying severance in connection with a Change in Control, and that this Agreement is

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intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to conditions contained herein) only in connection with a qualifying severance occurring other than in connection with a Change in Control. In no event and under no circumstances shall the Executive be entitled to receive severance payments and benefits under both the CIC Severance Agreement and under this Agreement.

3. COMPENSATION OTHER THAN SEVERANCE PAYMENT AND SEVERANCE BENEFITS.

3.1

If the Executive shall incur a Severance, the Employer shall pay the Executive’s full salary to the Executive through the Severance Date at the rate in effect immediately prior to the Severance Date, together with all compensation and benefits payable to the Executive through the Severance Date under the terms of the Employer’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Severance Date.

3.2

If the Executive shall incur a Severance, the Employer shall pay to the Executive the Executive’s normal post termination compensation and benefits as such payments become due (other than severance payments under any severance plan as in effect immediately prior to the Severance). Such post termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Severance.

4. SEVERANCE PAYMENT AND SEVERANCE BENEFITS; OUTPLACEMENT SERVICES; VESTING OF QUALIFYING LONG-TERM INCENTIVE AWARDS.

4.1	Subject to the other provisions of this Agreement (including, without limitation, Section 5 of these Terms and Conditions), if the Executive incurs a Severance, the Executive shall be entitled to receive from the Employer the Severance Payment, the Severance Benefits and the Outplacement Services. In addition, the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions.
4.2	The Employer shall pay to the Executive the Severance Payment and any Severance Benefits that are payable in cash, in each case less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as soon as practicable thereafter, but in no event later than ten (10) business days immediately following such date). The Employer shall use good faith efforts to obtain from Tax Counsel the determinations contemplated by this Section 4.2. The Executive shall be liable for the payment of all Taxes. The Employer shall be entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is from time to time required to withhold.
4.3	The Executive shall not be eligible to receive the Severance Payment, Severance Benefits or Outplacement Services unless the Executive (or, in the event of the death of the Executive, the executor, personal representative or administrator of the Executive’s estate) first executes a written release substantially in the form attached

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	as Exhibit A hereto on or after the Severance Date and such release becomes effective prior to the time that the Executive (or the Executive’s estate, as applicable) is to receive all or any part of the Severance Payment, the Severance Benefits or the Outplacement Services.
4.4	In the event that the Executive or a dependent of the Executive believes that he or she is not receiving the full amounts to which he or she is entitled under the Agreement, such person may make a claim to the Employer Board and the claims procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as the Committee. Although claims for amounts under this Agreement are governed by claims procedures under the EIP that also apply to ERISA-covered claims, neither this Agreement nor any amounts payable hereunder are, or are intended to be, governed by ERISA.
4.5	Any further dispute or controversy arising under or in connection with the Agreement which remains after the final decision of the Employer Board as contemplated by Section 4.4 shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Such arbitration shall be conducted in the metropolitan area closest to where the Executive lives. Judgment may be entered on the arbitrator’s award in any court having jurisdiction over such metropolitan area; provided however, that the Executive shall be entitled to seek specific performance of his/her right to be paid or to receive benefits hereunder during the pendency of any dispute or controversy under or in connection with this Agreement. The fees and expenses of the arbitrator and the arbitration shall be borne by the Employer.
	If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Agreement cannot be arbitrated as provided above, the parties agree that any civil action shall be brought in United States District Court in the metropolitan area closest to where the Executive lives or, only if there is no basis for federal jurisdiction, in state court closest to where the Executive lives. The parties further agree that any such civil action shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive trial by jury.
	Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is working outside of the United States, and if at such time the Executive maintains a residence in the United States, the dispute or controversy will be resolved (i) by arbitration in the metropolitan area closest to the Executive’s residence in the United States or (ii) by litigation in the United States District Court in the metropolitan area closest to the Executive’s residence in the United States or, only if there is no basis for federal jurisdiction, in state court closest to the Executive’s residence in the United States. If the Executive does not maintain a United States residence at such time, the dispute or controversy will be subject to arbitration in San Mateo, California or to litigation in the United States District Court for the Northern District of California (or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California).
4.6	The Employer shall pay to the Executive all legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by the Agreement. Such payment shall be made within five (5) business days after

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delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require. The Employer shall not be obligated to pay legal fees and expenses incurred by any person other than the Executive or the Executive’s successor in interest hereunder. However, the Employer shall be obligated to pay legal fees and expenses incurred by the Executive on behalf of the Executive’s dependents and legal fees and expenses incurred by the estate of the Executive on behalf of the Executive or the Executive’s dependents.

4.7

The Employer agrees that, if the Executive incurs a Severance, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Further, the amount of any payment or benefit provided for in the Agreement shall not be reduced (except as provided in the definition of Severance Benefits) by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Employer, or otherwise.

5. NOTICE OF TERMINATION.

5.1

Any Involuntary Termination shall be communicated by written notice from the Employer to the Executive in accordance with Section 7.9, and shall follow the applicable procedures set forth in this Section 5. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Employer Board at a meeting of the Employer Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive of no less than thirty (30) days and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Employer Board and to have no less than thirty (30) days to substantially cure the acts or omissions that are the basis for Executive’s termination of employment) finding that, in the good faith opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

5.2

The notice of termination from the Employer shall specify the date of termination, which shall not be less than ten (10) days from the date such notice of termination is given. Once the Employer has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

6. RESTRICTIVE COVENANTS.

6.1 Confidential Information. The Executive agrees, during the Executive’s employment and at all times thereafter, that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of Employer, either during the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive’s employment with the Employer. This Section 6.1 applies to, but is not limited to, the Employer’s, and its

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	parent’s, subsidiaries’, and affiliates’ legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information.
	The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.
6.2	Non-Solicitation. The Executive agrees that, during the Executive’s employment and at all times thereafter during the Severance Period, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Employer to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Employer or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee.
6.3	Non-Disparagement. The Executive agrees, during the Executive’s employment and at all times thereafter, not to make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Employer, the Company or any Affiliate, or their respective employees, officers, directors, products or services. The Employer agrees that it shall use its best reasonable efforts to assure that none of its executive officers or directors make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Executive. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this requirement.
6.4	Reasonableness. In the event the provisions of this Section 6 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.
6.5	Equitable Relief.

(a) Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of Employer, that the Employer would not have entered into the Agreement in the absence of such restrictions, and that any violation of any provision of this Section 6 will result in

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	irreparable injury to Employer. By entering into the Agreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The Executive further represents and acknowledges that (i) he or she has been advised by Employer to consult his or her own legal counsel in respect of this Agreement, and (ii) that he or she has had full opportunity, prior to agreeing to enter into the Agreement, to review thoroughly this Agreement with his or her counsel.
(b)	Executive agrees that Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6, which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that any of the provisions of this Section 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)	Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Northern District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 7.9.

6.6 Survival of Provisions. The obligations contained in this Section shall survive the termination of Executive’s employment with Employer and shall be fully enforceable thereafter.

7. GENERAL PROVISIONS.

7.1 Except as otherwise provided herein or by law, no right or interest of the Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under the Agreement shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Agreement to an Executive who is unable to care for his or her affairs, payment may be made directly to the Executive’s legal guardian or personal representative.

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7.2	If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Agreement) to pay severance pay, a termination indemnity, notice pay or the like or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation (“Notice Period”), then any Severance Payment hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
7.3	Neither the entering into of this Agreement, nor the payment of any benefits hereunder shall be construed as giving the Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Agreement had never been executed.
7.4	If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.
7.5	The Company, the Employer and the Executive intend for the Agreement to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A). The Agreement shall be interpreted in a manner consistent with such intent.
	If any provision of the Agreement would cause compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Employer shall have the unilateral right to amend the Agreement retroactively for compliance with Coode section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding on the Executive. In the event the Agreement does not comply with the requirements of Code section 409A, the Executive will be solely responsible for any adverse tax consequences to the Executive.
7.6	The Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Employer and its successors and assigns, and by the Executive and by the personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to the executors, personal representatives or administrators of the Executive’s estate.
7.7	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement.

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7.8	The Agreement shall not be funded. The Executive shall not have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Agreement.
7.9	All notices and all other communications provided for in the Agreement (i) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to 2855 Campus Drive, San Mateo, California 94403, attention General Counsel, and in the case of the Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
7.10	The Agreement shall be construed and enforced according to the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof) to the extent not preempted by federal law, which shall otherwise control.

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EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the “Severance Payment” (in each case as defined in the Amended and Restated Severance Agreement (Non-Change in Control), dated as of _________, entered into between me and the Employer (the “Agreement”)), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Severance Benefits under the terms of the Agreement; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights.

I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above.

I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby consent to such terms and conditions.

I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Employer to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Agreement, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer.

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I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms.

     Signature

     Name

     Date Signed

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EXHIBIT B

Assignment and Assumption of
Amended and Restated Severance Agreement
Between ____________ and
______________,
As of ___________

                     (the “Old Employer”) and                      (the “Executive”) have entered into an Amended and Restated Severance Agreement (Non-Change in Control) dated                      (the “Agreement”). The Executive is transferring employment from the Old Employer to                      (the “New Employer”), effective                     . The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Old Employer shall assign the Agreement to the Company or Affiliate. To order to carry out the provisions of the last bullet of the Agreement —

1.	The Old Employer hereby assigns the Agreement to the New Employer.
2.	The New Employer hereby assumes the obligations of the Old Employer under the Agreement.
3.	The assignment and assumption are effective as of the date employment is transferred.
4.	The Executive hereby acknowledges receipt of notice of the assignment and assumption.

THE OLD EMPLOYER	THE NEW EMPLOYER
By:	By:
Name:	Name:
Title:	Title:
EXECUTIVE
Name:

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EX-10.76

Exhibit 10.76

AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (NON-CHANGE IN CONTROL), dated as of and effective June 21, 2010, is by and between Con-way Enterprise Services Inc. (the “Employer”), and Kevin S. Coel (the “Executive”).

WHEREAS, the Employer and the Executive entered into a Severance Agreement (Change in Control) dated as of December 18, 2009 which, on the terms and subject to the conditions contained therein, provides for the Employer to make available to the Executive certain severance payments and benefits in connection with a Change in Control (as defined in the CIC Severance Agreement);

WHEREAS, the Employer and the Executive also entered into a Severance Agreement (Non-Change in Control) dated as of December 18, 2009 (the “Original Agreement”) to set forth the terms and conditions on which the Employer agreed to make available to the Executive certain severance payments and benefits in the event of the Executive’s termination of employment in certain circumstances other than in connection with a Change in Control;

WHEREAS, the Employer and the Executive subsequently entered into Amendment No. 1 to Severance Agreement (Non-Change in Control) dated as of January 25, 2010 (“Amendment No. 1”) in order to amend certain covenants contained in the Original Agreement;

WHEREAS, the parties have discovered that the Original Agreement contained unintended language that limited the extent to which qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance, by providing that only qualifying long-term incentive awards granted after the date of the Original Agreement would be subject to partial acceleration or pro-rated vesting;

WHEREAS, the parties now wish to enter into this Amended and Restated Severance Agreement (Non Change in Control) in order to amend and restate the provisions of the Original Agreement (as amended by Amendment No. 1) in order to correctly reflect their understanding that all qualifying long-term incentive awards would be subject to partial acceleration or pro-rated vesting upon a Severance;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Employer and the Executive hereby agree as follows:

• The attached Terms and Conditions are incorporated herein and made a part of this Agreement.

• Subject to the other provisions of this Agreement, if the Executive incurs a Severance the Executive shall be entitled to receive from the Employer:

(i)	The Severance Payment (the amount of which shall be determined using a multiple (the “Severance Multiple”) of one and one half).
(ii)	The Outplacement Services at a cost to the Employer not to exceed $16,000; and
(iii)	The Severance Benefits for a period of 18 months following the Severance Date (the “Severance Period”).

In addition, if the Executive incurs a Severance the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions, using a number of months (the “Number of Months”) equal to 18. Nothing in this Agreement shall modify or otherwise affect the vesting provisions or other terms of any of Executive’s long-term incentive awards which are not Qualifying Long-Term Incentive Awards.

•	Notwithstanding the definition of the term “Severance” in the Terms and Conditions, for purposes of this Agreement a Severance shall also include a Termination for Good Reason and (subject to the other provisions of this Agreement) upon a Termination for Good Reason the Executive shall be entitled to receive from the Employer all of the payments and benefits described above.
	“Termination for Good Reason” means termination by the Executive of the Executive’s employment following the occurrence (without the Executive’s express written consent) of the following act by the Employer, unless such act is corrected within 30 days of receipt by the Employer of the Executive’s notice of Termination for Good Reason:

(1) A reduction of twenty percent (20%) or more in the Executive’s target total direct compensation (determined using the midpoint of the applicable long-term incentive compensation opportunity range), made by the Employer in anticipation of, or within twenty-four (24) months after, the sale or other disposition (including by way of a spin-off or similar transaction) by the Company of one or more of its three principal operating units. As used herein, “target total direct compensation” means the Executive’s annual base salary, target annual bonus and target long-term incentive compensation opportunity.

	Notwithstanding the definition of “Severance Payment” in the attached Terms and Conditions, in the event of a Termination for Good Reason based upon clause (1) above, “Severance Payment” shall mean a payment, in lieu of any other severance payment or severance benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary as in effect immediately prior to the reduction in target total direct compensation referred to in clause (1) above and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.
	Except in the case of a Termination for Good Reason, in no event shall a “Severance” occur if the Executive terminates his or her employment with the Employer for any reason. The term “Cause” shall not include any actual or anticipated failure by the Executive to substantially perform the Executive’s duties with the Employer after the issuance by the Executive of a notice of Termination for Good Reason.
•	Any Termination for Good Reason shall be communicated by written notice from the Executive to the Employer in accordance with Section 7.9 of the Terms and Conditions. A Notice of Termination for Good Reason shall indicate the specific provision in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The notice of termination shall specify the termination date, which shall not be less than thirty (30) days nor more than sixty (60) days, respectively, from the date such notice is given and which (notwithstanding the definition of “Severance Date” in the Terms and Conditions) shall constitute the “Severance Date” for purposes of the Agreement. Once the Executive has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.
	If the Executive transfers to and becomes an employee of the Company or an Affiliate, the Employer shall assign this Agreement to the Company or the Affiliate (as applicable) which shall become the Employer and shall assume the obligations of the Employer.

CON-WAY ENTERPRISE SERVICES INC.		EXECUTIVE
By:	/s/ Jennifer W. Pileggi	By:	/s/ Kevin S. Coel
Name:	Jennifer W. Pileggi	Name:	Kevin S. Coel
Title:	Secretary

TERMS AND CONDITIONS OF AMENDED AND RESTATED SEVERANCE AGREEMENT
(NON-CHANGE IN CONTROL)

Table of Contents

1. Definitions	1
2. Prior Arrangements; CIC Severance Agreements	5
3. Compensation other than Severance Payment and Severance Benefits	6
4. Severance Payment and Severance Benefits; Outplacement Services; Vesting of Qualifying Long-Term Incentive Awards	6
5. Notice of Termination	8
6. Restrictive Covenants	8
7. General Provisions	10
Exhibit A — Waiver and Release of Claims	13
Exhibit B — Assignment and Assumption of Agreement	15

1.	DEFINITIONS. As hereinafter used:
	“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, including any Business Unit.
	“Agreement” means the Amended and Restated Severance Agreement (Non-Change in Control) to which these Terms and Conditions are attached, including the Terms and Conditions, which are incorporated by reference in the Agreement.
	“Board” means the Board of Directors of the Company.
	“Business Unit” is defined in Section 2 of the EIP.
	“Cause” for termination by the Employer of the Executive’s employment (following the applicable procedures set forth in Section 5) means (i) fraud, misappropriation or embezzlement by the Executive against the Employer, the Company or any Affiliate, (ii) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Employer (other than any such failure resulting from the Executive’s incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by or on behalf of the Employer Board, which demand specifically identifies the manner in which the Employer Board believes that the Executive has not substantially performed the Executive’s duties, or (iii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employer, the Company or an Affiliate, monetarily or otherwise. For purposes of clauses (ii) and (iii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Employer, the Company or an Affiliate.
	“Change in Control” has the meaning set forth in the CIC Severance Agreement.

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“CIC Severance Agreement” means the Severance Agreement (Change in Control) dated as of December 18, 2009, as amended, entered into by the Executive and the Employer.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means Con-way Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

“Disability” means a physical or mental illness or condition causing the Executive’s inability to substantially perform the Executive’s duties with the Employer.

“EIP” means the Company’s 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means the entity specified in the first paragraph of the Agreement or any assignee or successor. The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Agreement will be assigned, resulting in a change in the Employer. A draft form of assignment and assumption is attached as Exhibit B.

“Employer Board” means the Board of Directors of the Employer.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

“Executive” means the individual specified in the first paragraph of the Agreement.

“Health Benefits” means health maintenance organization, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits.

“Involuntary Termination” means the actual termination of the Executive’s employment by the Employer for any reason other than death, Disability, Cause or Change in Control. Under no circumstances shall any alleged constructive termination of the Executive’s employment constitute an Involuntary Termination.

“Number of Months” has the meaning specified in the Agreement.

“Outplacement Services” means professional outplacement services determined by the Employer to be suitable to the Executive’s position. The maximum amount that the Employer will pay for such services is set forth in the Agreement. The outplacement services shall be made available until the earlier of (i) such time as the aggregate cost to the Employer of the outplacement services reaches the maximum amount specified in the Agreement, and (ii) the date on which the Executive obtains another full-time job.

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The Employer will not pay the Executive cash in lieu of professional outplacement services.

“Person” means any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act other than (i) the Company or its Affiliates, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or its Affiliates, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock.

“Qualifying Long-Term Incentive Award” means:

(i)	a stock option, stock appreciation right (“SAR”) or similar award, or a restricted stock or restricted stock unit (“RSU”) award (whether cash-based or equity-based, and whether payable in cash or in stock);
(ii)	that is outstanding on the Severance Date;
(iii)	that has a vesting period that is longer than one year in duration; and
(iv)	that is non-performance-based or, if performance-based, is based solely on changes in the price of the Company’s common stock.

“Severance” means an Involuntary Termination.

“Severance Benefits” means Health Benefits for the Severance Period substantially similar to those provided to Executive and Executive’s dependents by or on behalf of the Executive’s Employer immediately prior to the Severance Date. To the extent possible, the Health Benefits shall be provided at the Employer’s expense through COBRA, in accordance with the applicable plans, programs or policies of the Company. For any portion (if any) of the Severance Period in which the Health Benefits cannot be provided through COBRA, the Employer shall promptly purchase, at its own expense and at no cost to the Executive, an individual policy from an A-rated third party insurer under which Executive and Executive’s dependents shall receive the benefits described above (with no preexisting condition limitations).

The Health Benefits shall be reduced to the extent benefits of same type are actually received by or are made available to Executive and Executive’s dependents, as set forth below (and Executive shall promptly notify Employer or any successor company of any such benefits):

(a)	The Health Benefits shall be reduced to the extent benefits of the same type are actually received by the Executive or the Executive’s dependents following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions; or
(b)	The Health Benefits shall be reduced to the extent benefits of the same type are made available to the Executive and Executive’s dependents (whether or not Executive elects to actually receive such benefits) by a new employer of Executive following the Executive’s termination of employment with the Employer, with no applicable pre-existing condition exclusions are applicable;

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provided, however, for avoidance of doubt, benefits made available to one or more of Executive and Executive’s dependents by the employer of Executive’s spouse shall not reduce the Health Benefits otherwise available, except to the extent the Executive’s spouse elects to receive such benefits from his or her employer;

The Employer shall reimburse the Executive for the excess, if any, of the cost to the Executive of Health Benefits over such cost immediately prior to the Severance.

If the Executive dies, the Employer shall continue to provide the Executive’s dependents with the Health Benefits otherwise receivable on the same basis as if the Executive had survived.

If any such benefits are treated as deferred compensation subject to Code section 409A and the Executive is a Specified Employee, the Executive shall pay the full cost of such benefits for the first six months after the Severance Date and the Employer shall reimburse the Executive for such payments as soon as practicable thereafter but not later than nine (9) months from the date the Executive paid such costs.

“Severance Date” means the date on which an Executive incurs a Severance, which shall be the date of termination as determined under Section 5.2.

“Severance Multiple” has the meaning set forth in the Agreement.

“Severance Payment” means a payment, in lieu of any other severance payment or benefit pursuant to any other plan or agreement of the Employer, the Company or any Affiliate to which the Executive is otherwise entitled, of an amount equal to the product of (i) the Severance Multiple multiplied by (ii) the sum of (A) the Executive’s annual base salary immediately prior to the time of Severance and (B) the Executive’s Target Bonus for the calendar year immediately prior to the calendar year in which the Severance occurs.

“Severance Period” has the meaning set forth in the Agreement.

“Specified Employee” has the meaning set forth in the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees, as amended and restated in December 2008 and as subsequently amended from time to time.

“Target Bonus” means, for any calendar year, an amount equal to (i) the Executive’s Annual Compensation (as defined in the Company’s Executive Incentive Plan) for that calendar year multiplied by (ii) the Participation Percentage (as defined in the Executive Incentive Plan) applicable to executives in the Executive’s grade level (i.e., E1, E2, E3, E4 or E5) for that calendar year, as determined by the Compensation Committee of the Board. “Target Bonus” shall be determined in the manner provided in the preceding sentence whether or not the Executive is a participant in the Executive Incentive Plan during that calendar year, and shall not be based on the Executive’s target bonus under any other annual incentive plan in which the Executive participates during that calendar year. If during the calendar year for which the Target Bonus is determined the Executive has not assigned to an executive grade level of E1, E2, E3, E4 or E5, the Executive’s grade level for purposes of this definition shall be the grade level between E1 and E5 that the Compensation Committee of the Board has determined is equivalent to the Executive’s actual grade level.

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“Tax Counsel” means reputable outside tax counsel retained by the Employer and reasonably acceptable to the Executive.

“Taxes” means all federal, state, local and other taxes, to the extent applicable to all or any part of the Severance Payment and/or Severance Benefits.

“Terms and Conditions” means these terms and conditions.

“Vesting Provisions” means:

(a)	for each stock option, stock appreciation right (“SAR”) or similar award, and for each non-performance based restricted stock or restricted stock unit (“RSU”) award, in each case that is a Qualifying Long-Term Incentive Award scheduled to vest in installments over time, all unvested options, SARs or similar units, shares of restricted stock or RSUs included in such award that are scheduled to vest on or before the date that is the Number of Months after the Severance Date shall vest; and
(b)	for each stock option, SAR or similar award, and for each non-performance based restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive Award subject to cliff-vesting, a percentage of the award shall vest, with the percentage determined by dividing the Number of Months by the total number of months in the cliff-vesting period.
	Example 1: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a stock option grant that is scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On the Severance Date the stock option installments scheduled to vest on January 1, 2010 and January 1, 2011 would vest but the installment scheduled to vest on January 1, 2012 (more than 18 months after the Severance Date) would not vest under the Vesting Provisions.
	Example 2: Assume the Number of Months applicable to Executive A is 18. On January 26, 2009 Executive A received a grant of 10,000 restricted stock units with 36 month cliff vesting. Executive A incurs a Severance on December 20, 2009. On the Severance Date 5,000 restricted stock units (18 months/36 months) would vest under the Vesting Provisions.

2. PRIOR ARRANGEMENTS; CIC SEVERANCE AGREEMENTS.

2.1	The parties agree that all prior employment, separation, severance, termination, change of control, or similar agreements, arrangements, or plans (other than the CIC Severance Agreement), whether oral or written, covering the Executive are terminated and superseded and any notice periods with respect to such terminations are deemed satisfied or explicitly waived.
2.2	The parties further agree that the CIC Severance Agreement is intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to the conditions contained therein) only upon a qualifying severance in connection with a Change in Control, and that this Agreement is

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intended to provide for severance payments and benefits to be made available to the Executive (on the terms and subject to conditions contained herein) only in connection with a qualifying severance occurring other than in connection with a Change in Control. In no event and under no circumstances shall the Executive be entitled to receive severance payments and benefits under both the CIC Severance Agreement and under this Agreement.

3. COMPENSATION OTHER THAN SEVERANCE PAYMENT AND SEVERANCE BENEFITS.

3.1

If the Executive shall incur a Severance, the Employer shall pay the Executive’s full salary to the Executive through the Severance Date at the rate in effect immediately prior to the Severance Date, together with all compensation and benefits payable to the Executive through the Severance Date under the terms of the Employer’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Severance Date.

3.2

If the Executive shall incur a Severance, the Employer shall pay to the Executive the Executive’s normal post termination compensation and benefits as such payments become due (other than severance payments under any severance plan as in effect immediately prior to the Severance). Such post termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Severance.

4. SEVERANCE PAYMENT AND SEVERANCE BENEFITS; OUTPLACEMENT SERVICES; VESTING OF QUALIFYING LONG-TERM INCENTIVE AWARDS.

4.1	Subject to the other provisions of this Agreement (including, without limitation, Section 5 of these Terms and Conditions), if the Executive incurs a Severance, the Executive shall be entitled to receive from the Employer the Severance Payment, the Severance Benefits and the Outplacement Services. In addition, the Executive’s unvested Qualifying Long-Term Incentive Awards shall vest in accordance with and to the extent provided in the Vesting Provisions.
4.2	The Employer shall pay to the Executive the Severance Payment and any Severance Benefits that are payable in cash, in each case less amounts withheld for Taxes as required under applicable law, on the earliest date or dates permitted under Code section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as soon as practicable thereafter, but in no event later than ten (10) business days immediately following such date). The Employer shall use good faith efforts to obtain from Tax Counsel the determinations contemplated by this Section 4.2. The Executive shall be liable for the payment of all Taxes. The Employer shall be entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is from time to time required to withhold.
4.3	The Executive shall not be eligible to receive the Severance Payment, Severance Benefits or Outplacement Services unless the Executive (or, in the event of the death of the Executive, the executor, personal representative or administrator of the Executive’s estate) first executes a written release substantially in the form attached

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	as Exhibit A hereto on or after the Severance Date and such release becomes effective prior to the time that the Executive (or the Executive’s estate, as applicable) is to receive all or any part of the Severance Payment, the Severance Benefits or the Outplacement Services.
4.4	In the event that the Executive or a dependent of the Executive believes that he or she is not receiving the full amounts to which he or she is entitled under the Agreement, such person may make a claim to the Employer Board and the claims procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as the Committee. Although claims for amounts under this Agreement are governed by claims procedures under the EIP that also apply to ERISA-covered claims, neither this Agreement nor any amounts payable hereunder are, or are intended to be, governed by ERISA.
4.5	Any further dispute or controversy arising under or in connection with the Agreement which remains after the final decision of the Employer Board as contemplated by Section 4.4 shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Such arbitration shall be conducted in the metropolitan area closest to where the Executive lives. Judgment may be entered on the arbitrator’s award in any court having jurisdiction over such metropolitan area; provided however, that the Executive shall be entitled to seek specific performance of his/her right to be paid or to receive benefits hereunder during the pendency of any dispute or controversy under or in connection with this Agreement. The fees and expenses of the arbitrator and the arbitration shall be borne by the Employer.
	If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Agreement cannot be arbitrated as provided above, the parties agree that any civil action shall be brought in United States District Court in the metropolitan area closest to where the Executive lives or, only if there is no basis for federal jurisdiction, in state court closest to where the Executive lives. The parties further agree that any such civil action shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive trial by jury.
	Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is working outside of the United States, and if at such time the Executive maintains a residence in the United States, the dispute or controversy will be resolved (i) by arbitration in the metropolitan area closest to the Executive’s residence in the United States or (ii) by litigation in the United States District Court in the metropolitan area closest to the Executive’s residence in the United States or, only if there is no basis for federal jurisdiction, in state court closest to the Executive’s residence in the United States. If the Executive does not maintain a United States residence at such time, the dispute or controversy will be subject to arbitration in San Mateo, California or to litigation in the United States District Court for the Northern District of California (or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California).
4.6	The Employer shall pay to the Executive all legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by the Agreement. Such payment shall be made within five (5) business days after

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delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require. The Employer shall not be obligated to pay legal fees and expenses incurred by any person other than the Executive or the Executive’s successor in interest hereunder. However, the Employer shall be obligated to pay legal fees and expenses incurred by the Executive on behalf of the Executive’s dependents and legal fees and expenses incurred by the estate of the Executive on behalf of the Executive or the Executive’s dependents.

4.7

The Employer agrees that, if the Executive incurs a Severance, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Further, the amount of any payment or benefit provided for in the Agreement shall not be reduced (except as provided in the definition of Severance Benefits) by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Employer, or otherwise.

5. NOTICE OF TERMINATION.

5.1

Any Involuntary Termination shall be communicated by written notice from the Employer to the Executive in accordance with Section 7.9, and shall follow the applicable procedures set forth in this Section 5. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Employer Board at a meeting of the Employer Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive of no less than thirty (30) days and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Employer Board and to have no less than thirty (30) days to substantially cure the acts or omissions that are the basis for Executive’s termination of employment) finding that, in the good faith opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

5.2

The notice of termination from the Employer shall specify the date of termination, which shall not be less than ten (10) days from the date such notice of termination is given. Once the Employer has specified a date of termination in a notice of termination, the date of termination may not be changed except by mutual consent of the Employer and the Executive.

6. RESTRICTIVE COVENANTS.

6.1 Confidential Information. The Executive agrees, during the Executive’s employment and at all times thereafter, that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of Employer, either during the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive’s employment with the Employer. This Section 6.1 applies to, but is not limited to, the Employer’s, and its

8

	parent’s, subsidiaries’, and affiliates’ legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information.
	The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.
6.2	Non-Solicitation. The Executive agrees that during the Executive’s employment and at all times thereafter during the Severance Period, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Employer to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Employer or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee.
6.3	Non-Disparagement. The Executive agrees, during the Executive’s employment and at all times thereafter, not to make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Employer, the Company or any Affiliate, or their respective employees, officers, directors, products or services. The Employer agrees that it shall use its best reasonable efforts to assure that none of its executive officers or directors make, participate in the making of, or encourage any other person to make, any statements, written or oral, that criticize or disparage the Executive. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this requirement.
6.4	Reasonableness. In the event the provisions of this Section 6 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.
6.5	Equitable Relief.

(a) Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of Employer, that the

9

	Employer would not have entered into the Agreement in the absence of such restrictions, and that any violation of any provision of this Section 6 will result in irreparable injury to Employer. By entering into the Agreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The Executive further represents and acknowledges that (i) he or she has been advised by Employer to consult his or her own legal counsel in respect of this Agreement, and (ii) that he or she has had full opportunity, prior to agreeing to enter into the Agreement, to review thoroughly this Agreement with his or her counsel.
(b)	Executive agrees that Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6, which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that any of the provisions of this Section 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)	Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Northern District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in California, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 7.9.

6.6 Survival of Provisions. The obligations contained in this Section shall survive the termination of Executive’s employment with Employer and shall be fully enforceable thereafter.

7. GENERAL PROVISIONS.

7.1 Except as otherwise provided herein or by law, no right or interest of the Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under the Agreement shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Agreement to an Executive who is

10

	unable to care for his or her affairs, payment may be made directly to the Executive’s legal guardian or personal representative.
7.2	If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Agreement) to pay severance pay, a termination indemnity, notice pay or the like or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation (“Notice Period”), then any Severance Payment hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
7.3	Neither the entering into of this Agreement, nor the payment of any benefits hereunder shall be construed as giving the Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Agreement had never been executed.
7.4	If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.
7.5	The Company, the Employer and the Executive intend for the Agreement to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A). The Agreement shall be interpreted in a manner consistent with such intent.
	If any provision of the Agreement would cause compensation to be includible in the Executive’s income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Employer shall have the unilateral right to amend the Agreement retroactively for compliance with Coode section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding on the Executive. In the event the Agreement does not comply with the requirements of Code section 409A, the Executive will be solely responsible for any adverse tax consequences to the Executive.
7.6	The Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Employer and its successors and assigns, and by the Executive and by the personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to the executors, personal representatives or administrators of the Executive’s estate.
7.7	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement.

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7.8	The Agreement shall not be funded. The Executive shall not have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Agreement.
7.9	All notices and all other communications provided for in the Agreement (i) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to 2855 Campus Drive, San Mateo, California 94403, attention General Counsel, and in the case of the Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
7.10	The Agreement shall be construed and enforced according to the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof) to the extent not preempted by federal law, which shall otherwise control.

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EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the “Severance Payment” (in each case as defined in the Amended and Restated Severance Agreement (Non-Change in Control), dated as of _________, entered into between me and the Employer (the “Agreement”)), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Severance Benefits under the terms of the Agreement; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights.

I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above.

I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby consent to such terms and conditions.

I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Employer to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Agreement, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer.

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I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement.

Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms.

     Signature

     Name

     Date Signed

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EXHIBIT B

Assignment and Assumption of
Amended and Restated Severance Agreement
Between ____________ and
______________,
As of ___________

____________ (the “Old Employer”) and ______________ (the “Executive”) have entered into an Amended and Restated Severance Agreement (Non-Change in Control) dated ______________ (the “Agreement”). The Executive is transferring employment from the Old Employer to ____________ (the “New Employer”), effective _______. The last bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Old Employer shall assign the Agreement to the Company or Affiliate. To order to carry out the provisions of the last bullet of the Agreement —

1.	The Old Employer hereby assigns the Agreement to the New Employer.
2.	The New Employer hereby assumes the obligations of the Old Employer under the Agreement.
3.	The assignment and assumption are effective as of the date employment is transferred.
4.	The Executive hereby acknowledges receipt of notice of the assignment and assumption.

THE OLD EMPLOYER	THE NEW EMPLOYER
By:	By:
Name:	Name:
Title:	Title:
EXECUTIVE
Name:

EX-12

Exhibit 12

CON-WAY INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Year Ended December 31,

(Dollars in thousands)

	2010			2009			2008			2007			2006
Earnings:
Income (Loss) from continuing operations before income tax provision	$	16,557		$	(90,269	)	$	134,917		$	242,646		$	392,309
Add (deduct):
Loss (Income) from equity investment (1)		—			—			—			2,699			(52,599	)
Interest expense, net of capitalized interest (2)		59,015			64,440			62,936			42,805			34,791
Interest component of rental expense (3)		6,334			7,305			12,012			8,711			7,384
Earnings (Loss) as adjusted	$	81,906		$	(18,524	)	$	209,865		$	296,861		$	381,885
Fixed Charges:
Interest expense, net of capitalized interest (2)	$	59,015		$	64,440		$	62,936		$	42,805		$	34,791
Capitalized interest		—			146			645			514			917
Dividend requirement on Series B Preferred Stock (4)		—			3,189			7,134			7,651			8,173
Interest component of rental expense (3)		6,334			7,305			12,012			8,711			7,384
Fixed Charges	$	65,349		$	75,080		$	82,727		$	59,681		$	51,265
Ratio of Earnings (Loss) to Fixed Charges		1.3	x		(0.2	)x		2.5	x		5.0	x		7.4	x

(1)	The year ended December 31, 2006, includes a gain of $41.0 million for the sale of Menlo Worldwide’s membership interest in its equity investment. In 2007, operating income included a $2.7 million first-quarter loss for the write-off of a receivable related to such sale.
(2)	Includes amortization of debt issuance cots classified in miscellaneous, net for periods prior to 2007.
(3)	Estimate of the interest portion of lease payments.
(4)	Dividends on shares of the Series B cumulative convertible preferred stock were used to pay debt service on notes issued by Con-way’s Retirement Savings Plan. The notes were repaid at maturity in January 2009.

EX-21

Exhibit 21

CON-WAY INC.
SIGNIFICANT SUBSIDIARIES
December 31, 2010

     Con-way and its significant subsidiaries were:

			State or
	Percent of		Province or
	Stock Owned		Country of
Parent and Significant Subsidiaries	by Con-way		Incorporation
Con-way Inc.			Delaware
Significant Subsidiaries of Con-way Inc.:
Con-way Freight Inc.		100	Delaware
Menlo Worldwide, LLC		100	Delaware
Transportation Resources, Inc.		100	Missouri

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Con-way Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-162845, 333-30327, 333-48733, 333-92399, 333-36180, 333-54558, 333-102749, 333-104803, 333-124343, 333-133546 and 333-142353 on Form S-8, No. 333-56667, 333-148234 and 333-166763 on Form S-3 and No. 333-116211 on Form S-4) of Con-way Inc. of our report dated February 28, 2011, with respect to the consolidated balance sheets of Con-way Inc. as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which report appears in the December 31, 2010 annual report on Form 10-K of Con-way Inc.

/s/ KPMG LLP

Portland, Oregon
February 28, 2011

EX-31

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas W. Stotlar, certify that:

1.	I have reviewed this annual report on Form 10-K of Con-way Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 28, 2011	/s/ Douglas W. Stotlar
	Douglas W. Stotlar
	Chief Executive Officer

Exhibit 31

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen L. Bruffett, certify that:

1.	I have reviewed this annual report on Form 10-K of Con-way Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 28, 2011 

/s/ Stephen L. Bruffett  

Stephen L. Bruffett 

Chief Financial Officer 

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Con-way Inc. (the “Company”) for the period ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas W. Stotlar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 28, 2011

/s/ Douglas W. Stotlar
Name:	Douglas W. Stotlar
Title:	Chief Executive Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Con-way Inc. (the “Company”) for the period ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen L. Bruffett, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 28, 2011

/s/ Stephen L. Bruffett
Name:	Stephen L. Bruffett
Title:	Chief Financial Officer