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, 2008
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.)
2855 Campus Drive, Suite 300, San Mateo, CA	94403
(Address of principal executive offices)	(Zip Code)

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

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:

87/8% Notes due 2010

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 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.  þ

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 

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

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, 2008: $1,417,216,528

Number of shares of common stock outstanding as of January 31, 2009: 46,161,026

DOCUMENTS INCORPORATED BY REFERENCE

Part III

Proxy Statement for Con-way’s Annual Meeting of Shareholders to be held on May 19, 2009 (only those portions referenced

specifically herein are incorporated in this Form 10-K).

Con-way Inc.
FORM 10-K
Year Ended December 31, 2008

Table of Contents

Item			Page
PART I
	1.	Business		3
	1A.	Risk Factors		8
	1B.	Unresolved Staff Comments		11
	2.	Properties		11
	3.	Legal Proceedings		12
	4.	Submission of Matters to a Vote of Security Holders		12
		Executive Officers of the Registrant		13
PART II
	5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		15
	6.	Selected Financial Data		17
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	7A.	Quantitative and Qualitative Disclosures About Market Risk		39
	8.	Financial Statements and Supplementary Data		41
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		86
	9A.	Controls and Procedures		86
	9B.	Other Information		86
PART III
	10.	Directors, Executive Officers and Corporate Governance		87
	11.	Executive Compensation		87
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		87
	13.	Certain Relationships and Related Transactions, and Director Independence		87
	14.	Principal Accountant Fees and Services		87
PART IV
	15.	Exhibits and Financial Statement Schedules		88
EX-10.49
EX-10.50
EX-10.51
EX-10.52
EX-10.53
EX-10.54
EX-10.55
EX-10.56
EX-10.57
EX-10.58
EX-12
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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Con-way Inc.
FORM 10-K
Year Ended December 31, 2008

PART I

ITEM 1.   BUSINESS

Overview

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. Con-way Inc. was incorporated in Delaware in 1958, and in 2006, changed its name from “CNF Inc.” to “Con-way Inc.”

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 2855 Campus Drive, Suite 300, San Mateo, California 94403.

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

Regulatory Certifications

In 2008, 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 five reporting segments: Freight, Logistics, Truckload, Vector and Other. For financial information concerning Con-way’s geographic and reporting-segment operating results, refer to Note 15, “Segment Reporting,” of Item 8, “Financial Statements and Supplementary Data.”

Freight

The Freight segment primarily 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 transferred 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 2008, Con-way Freight’s average weight per shipment was 1,190 pounds.

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 reorganization in 2008.

Former Freight Segment Businesses

In July 2006, Con-way sold the expedited-shipping portion of the former Con-way Expedite and Brokerage business. The remaining truckload-brokerage portion of that business was integrated with Menlo Worldwide Logistics in January 2007, as more fully discussed below.

In connection with the truckload acquisition discussed below, a new Truckload segment was created. Accordingly, the operating results of Con-way’s former truckload operation are reported in the Truckload segment and prior periods have been reclassified to conform to the current presentation.

Competition

The LTL trucking environment is intensely 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, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides 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 warehouse operations 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, gain-sharing, transactional, fixed-dollar 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 increasingly utilizes a shared-resource, process-based approach that leverages a centralized transportation-management group, uses multi-client warehouses and creates technological solutions to benefit multiple customers. This approach allows Menlo Worldwide Logistics to provide scalable services to a growing number of customers. Menlo Worldwide Logistics began increasing its focus on a shared-resource, process-based approach in 2005, when it segmented its business based on customer type. The 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.

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Although Menlo Worldwide Logistics’ client base includes a growing number of customers, four customers collectively accounted for 41.1% of the revenue reported for the Logistics reporting segment in 2008, and each had a Standard & Poor’s investment-grade credit rating. In 2008, Menlo Worldwide Logistics’ largest customer accounted for 4.3% of the consolidated revenue of Con-way.

Expansion in Asia

In September 2007, Menlo Worldwide (“MW”) acquired the outstanding common shares of Cougar Holdings Pte Ltd., and its primary subsidiary, Cougar Express Logistics (collectively, “Cougar Logistics”). Cougar Logistics is a warehousing, logistics, distribution-management and freight-forwarding company headquartered in Singapore.

In October 2007, MW acquired the outstanding common shares of Chic Holdings, Ltd. and its wholly owned subsidiaries, Shanghai Chic Logistics Co. Ltd. and Shanghai Chic Supply Chain Management Co. Ltd. (collectively, “Chic Logistics”). Chic Logistics is a provider of logistics and transportation-management services in China.

The acquisitions expand Menlo Worldwide Logistics’ operations in the important Asia-Pacific region and position Menlo Worldwide Logistics to capitalize on anticipated future growth in China’s domestic economy.

Integration of Former Freight Segment Businesses

In recent years, Menlo Worldwide Logistics has integrated into its operations two supply-chain management businesses that were previously reported in the Freight reporting segment. In the second quarter of 2005, Menlo Worldwide Logistics integrated the former Con-Way Logistics business and, in January 2007, Menlo Worldwide Logistics integrated the truckload-brokerage business. The integration of Con-Way Logistics expanded its multi-client warehousing service model to Menlo Worldwide Logistics’ larger warehouse network. The integration of the truckload-brokerage business expanded logistics-services opportunities through access to truckload-brokerage customers and leveraged the shared expertise of the logistics and truckload-brokerage professionals. In August 2008, Con-way launched Con-way Multimodal to expand its brokerage services and succeed its former brokerage business. In addition to truckload brokerage, Con-way Multimodal also provides third-party brokerage services for various other transportation modes, including rail, flatbed, heavy-haul, less-than-truckload and intermodal freight transportation.

Competition

Competitors in the contract-logistics market are numerous and 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 resources sufficient 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 provides asset-based, long-haul, full-truckload services throughout North America. On August 23, 2007, Con-way acquired the outstanding common shares of Transportation Resources, Inc. (“TRI”). TRI is the holding company for Contract Freighters, Inc. and other affiliated companies (collectively, “CFI”). Following the acquisition of CFI, the operating results of CFI are reported with the operating results of Con-way’s former truckload operation in the Truckload reporting segment. In September 2007, Con-way integrated the former truckload operation with the CFI business unit. The name of the CFI business unit was changed to Con-way Truckload in January 2008.

The acquisition provides growth opportunities and an expanded service portfolio. In particular, 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 transfer and/or storage fees at the border, translates into 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

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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 the Mexican carrier provides the pick-up, linehaul and delivery services within Mexico.

Con-way Truckload offers dry-van transportation services using a fleet of long-haul tractors and trailers. Con-way Truckload provides point-to-point service 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.

Competition

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.

Vector

Vector SCM, LLC (“Vector”) was a joint venture formed with General Motors (“GM”) in 2000 for the purpose of providing logistics management services on a global basis for GM, and for customers in addition to GM. Although Con-way owned a majority interest in Vector, Con-way’s portion of Vector’s operating results were reported as an equity-method investment based on GM’s ability to control certain operating decisions.

In June 2006, GM exercised its right to purchase Con-way’s membership interest in Vector. In December 2006, an independent financial advisor established a fair value for Vector, and accordingly, Con-way recognized a $41.0 million sale-related gain in 2006, as more fully discussed in Note 5, “Sale of Unconsolidated Joint Venture,” of Item 8, “Financial Statements and Supplementary Data.”

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.

Discontinued Operations

Discontinued operations affecting the periods presented in Con-way’s consolidated financial information reported in Item 8, “Financial Statements and Supplementary Data,” relate to (1) the closure of the freight forwarding business known as Con-way Forwarding in 2006, (2) the sale of Menlo Worldwide Forwarding, Inc. and its subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively “MWF”) in 2004, (3) the shut-down of Emery Worldwide Airlines, Inc. (“EWA”) in 2001 and the termination of its Priority Mail contract with the U.S. Postal Service (“USPS”) in 2000, and (4) the spin-off of Consolidated Freightways Corporation (“CFC”) in 1996.

For more information, refer to Note 4, “Discontinued Operations,” and Note 14, “Commitments and Contingencies,” of Item 8, “Financial Statements and Supplementary Data.”

General

Employees

At December 31, 2008, Con-way had approximately 26,600 regular full-time employees. The approximate number of regular full-time employees by segment was as follows: Freight, 16,600; Logistics, 4,900; Truckload, 4,000; and Other, 1,100. The 1,100 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

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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 on 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 Board (“STB”), which are units of the U.S. Department of Transportation (“DOT”). The FMCSA promulgates 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 promulgates 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.

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.

In November 2008, the FMCSA made the interim regulations governing hours of service (“HOS”) for commercial truck drivers a final rule. The rule preserved existing HOS regulations that established the maximum number of hours that a commercial truck driver may work. Several advocacy groups have challenged the rule. Given the uncertainty in the status of the HOS rules, Con-way cannot predict whether the current rules will remain intact or whether the rules as finally adopted will materially affect its operations.

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.

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Homeland Security

Con-way is subject to compliance with various cargo-security and transportation regulations issued by the Department of Homeland Security (“DHS”), including regulation by the Transportation Security Administration (“TSA”) and the Bureau of Customs and Border Protection (“CBP”). Con-way believes that it will be able to comply with currently proposed DHS, TSA and CBP rules affecting cargo security requirements for the transportation of both domestic and international shipments.

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.

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 a centralized shared-service facility for the performance of shared administrative and technology services in the conduct of their businesses. Con-way’s computer facilities and its administrative and technology employees are located at the shared-service facility.

Con-way is dependent on its automated systems and technology to operate its businesses and to increase employee productivity. Although Con-way maintains backup systems and has disaster-recovery processes and procedures in place, a sustained interruption in the operation of these facilities, whether due to terrorist activities, earthquakes, floods, transition to upgraded or replacement technology or any other reason, could have a material adverse effect on Con-way.

Capital Intensity

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 requirements, 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 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 debt and equity capital markets. A decline in the availability of these funding sources could adversely affect Con-way.

Capital Markets

The global capital markets have been experiencing significant disruption and volatility over the past year as evidenced by a lack of liquidity in the debt markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and failure of certain major financial institutions. Such market disruptions may increase Con-way’s cost of borrowing or affect its ability to access debt and equity capital

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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 the effect the uncertainty in the capital markets may have on its financial condition, results of operations or cash flows.

Customer Concentration

Menlo Worldwide Logistics and many of its competitors in the logistics industry segment are subject to risk related to customer concentration because of the relative importance of their largest customers and the increased ability of those customers to influence pricing and other contract terms. 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, any of 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.

Cyclicality

Con-way’s operating results are affected, in large part, by conditions in the cyclical markets of its customers and on 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.

Employee Benefit Costs

Con-way maintains health-care plans, defined benefit pension plans and defined contribution retirement plans, and also provides certain other benefits to its employees. In recent years, health-care costs have risen dramatically. Lower 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. Con-way amended its retirement benefit plans in 2006 and the resulting plan changes are generally expected to decrease the future financial-statement effect associated with the defined benefit pension plans and to increase the future financial-statement effect associated with the defined contribution retirement plans. Despite the changes to the retirement benefit plans, Con-way remains subject to volatility associated with interest rates, returns on plan assets, and funding requirements. As a result, Con-way is unable to predict the effect of continuing to provide these benefits to employees.

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 comparable unionized competitors in providing reliable and cost-competitive customer services, including greater efficiency and flexibility. If current legislation, known as the Employee Free Choice Act, is passed by the United States Congress, it would, among other things, revise unionization procedures. 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. There is significant competition for qualified drivers in the transportation industry. As a result of driver shortages, 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

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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.

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 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.

Although Con-way Freight’s competitors in the less-than-truckload (“LTL”) market also impose fuel surcharges, there is no LTL industry-standard fuel-surcharge formula. Con-way Freight’s fuel-surcharge program, which is based on a published national index, constitutes only part of Con-way Freight’s overall rate structure. Con-way Freight generally refers to “base freight rates” as the collective pricing elements that exclude fuel surcharges. Accordingly, changes to base freight rates reflect numerous factors such as length of haul, freight class and weight per shipment, as well as customer-negotiated adjustments. Ultimately, the total amount that Con-way Freight can charge for its services is determined by competitive pricing pressures and market factors.

Historically, its fuel-surcharge program has enabled Con-way Freight 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 if fuel prices 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 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 the increase in its cost of fuel. In part, this is due to fuel costs that cannot be billed to customers, including costs such as those incurred in connection with empty and out-of-route miles or when engines are being idled during cold or warm weather. As with the LTL industry, there is no truckload industry-standard fuel-surcharge formula.

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 the programs and/or mechanisms utilized by Con-way Freight and Menlo Worldwide Logistics, as currently maintained or as modified in the future, will be sufficiently effective to offset increases in the price of fuel, or that the programs maintained by Con-way Truckload will enable Con-way Truckload to sufficiently minimize its exposure to fuel-related cost increases.

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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, including the allegation that Con-way engaged in price-fixing of fuel surcharges in violation of Federal antitrust laws;

•  the effects of the cessation of the air-carrier operations of EWA;

•  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 $400 million credit agreement and other debt instruments (including without limitation defaults resulting from unusual charges);

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

•  matters relating to Con-way’s 1996 spin-off of CFC, including the possibility that CFC’s multi-employer pension plans may assert claims against Con-way and that Con-way may not prevail in those proceedings.

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, 2008, Con-way Freight operated 290 freight service centers, of which 149 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 owns only 51% of its service centers and these locations account for 70% of its door capacity. The total number of trucks, tractors and trailers utilized by Con-way Freight at December 31, 2008 was approximately 34,900. The headquarters for Con-way Freight are located in Ann Arbor, Michigan.

In November 2008, Con-way Freight completed a major network re-engineering as discussed more fully in Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data.” The re-engineering involved the closure of approximately 40 service centers, with shipment volumes from closing locations redistributed and balanced among more than 100 nearby service centers.

Logistics

At December 31, 2008, Menlo Worldwide Logistics operated 68 warehouses in North America, of which 46 were leased by Menlo Worldwide Logistics and 22 were leased or owned by clients of Menlo Worldwide Logistics. Outside of North America, Menlo Worldwide Logistics operated an additional 61 warehouses, of which 52 were leased by Menlo Worldwide Logistics and 9 were leased or owned by clients. At December 31, 2008, Menlo Worldwide Logistics owned and operated 263 trucks, tractors and trailers. The headquarters for Menlo Worldwide Logistics are located in San Mateo, California.

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Truckload

At December 31, 2008, Con-way Truckload operated five owned terminals that are strategically located to provide customers with efficient service. All five terminals have bulk fuel and tractor and trailer parking. Two terminals are equipped with wash bay facilities and two terminals have maintenance facilities. In addition to the five owned terminals, Con-way Truckload also utilizes various drop yards for temporary trailer storage throughout the United States. At December 31, 2008, Con-way Truckload owned and operated approximately 2,900 tractors and 8,200 trailers. 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 its owned shared-services center in Portland, Oregon. Road Systems owns and operates a manufacturing facility in Searcy, Arkansas.

ITEM 3.   LEGAL PROCEEDINGS

Con-way, along with other companies engaged in the LTL trucking business, was named as a defendant in a purported class-action lawsuit filed on July 30, 2007 in the United States District Court for the Southern District of California. The named plaintiffs, Farm Water Technological Services Inc. d/b/a Water Tech. and C.B.J.T. d/b/a Agricultural Supply, allege that the defendants have conspired to fix fuel surcharges for LTL shipments in violation of Federal antitrust laws and are seeking treble damages, injunctive relief, attorneys’ fees and costs. After this lawsuit was filed, approximately 50 similar lawsuits were filed by other plaintiffs in various federal district courts, naming as defendants Con-way or Con-way Freight (or both), as well as other companies engaged in the LTL trucking business. In December 2007, these cases were consolidated for litigation in the Federal District Court for the Northern District of Georgia in Atlanta. Defendants filed a joint motion to dismiss plaintiffs’ complaint on the basis that the complaint did not state facts sufficient to support their claims. Defendants’ motion was granted on January 28, 2009. Plaintiffs have until March 16, 2009 to file an amended complaint in an attempt to assert a valid claim for antitrust violations.

Certain legal proceedings of Con-way are also discussed in Note 4, “Discontinued Operations,” and Note 14, “Commitments and Contingencies,” of Item 8, “Financial Statements and Supplementary Data.”

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Con-way did not submit any matter to a vote of security holders during the fourth quarter of the fiscal year covered by this Annual Report.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of Con-way, their ages at December 31, 2008, and their applicable business experience are as follows:

Douglas W. Stotlar, 48, president and chief executive officer of Con-way. Mr. Stotlar was named to his current position in April 2005. He previously served as president and chief executive officer of Con-way Freight and senior vice president of Con-way, a position he held since December 2004. 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, 44, senior 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 trucking industry career in 1992 as director of finance of 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, 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, 44, senior 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. 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., 44, president of Menlo Worldwide Logistics and senior vice president of Con-way. Mr. Bianco was named senior vice president of Con-way in June 2005 and has served as the president of Menlo Worldwide Logistics since December 2001. 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.

John G. Labrie, 42, president of Con-way Freight and senior vice president of Con-way. Prior to being named president of Con-way Freight in July 2007, Mr. Labrie was senior vice president of strategy and enterprise operations for Con-way. He previously served as executive vice president of operations for Con-way Freight, a position he held since January 2005. Prior to this, he served as president and chief executive officer for Con-way Freight-Western, a position he held since June 2002. From May 1998 to June 2002, he was vice president of operations for Con-way Freight-Western. He joined Con-way Freight in 1990 as a sales account manager. Mr. Labrie earned his bachelor’s degree in finance from Central Michigan University. He holds a master’s degree in business administration from Indiana Wesleyan University.

Herbert J. Schmidt, 53, president of Con-way Truckload and senior vice president of Con-way. Mr. Schmidt joined Con-way in August 2007 when Con-way acquired CFI. Mr. Schmidt was named president of CFI in 2000. After joining CFI in 1984, he gained experience in 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, 50, 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

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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 also a member of the American Institute of CPAs.

Leslie P. Lundberg, 51, vice president, human resources of Con-way. Ms. Lundberg joined Con-way in February 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.

Kevin C. Schick, 57, vice president, operational accounting of Con-way. Mr. Schick was named to his current position in August 2008. Mr. Schick served as Con-way’s chief financial officer from March 2005 until the time he assumed his current position. He previously served as vice president and controller of Con-way Freight, a position he held since 1989. Mr. Schick joined Con-way Freight in 1983 as controller for Con-way Freight-Central. Mr. Schick earned his bachelor’s degree in finance from Marquette University and a master’s degree in business administration from Northwestern University.

Mark C. Thickpenny, 56, vice president and treasurer of Con-way. Mr. Thickpenny joined Con-way in 1995 as treasury manager. In 1997, he was named director and assistant treasurer, and in 2000 was promoted to vice president and treasurer. Mr. Thickpenny holds a bachelor’s degree in business administration from the University of Notre Dame and a master’s degree in business administration from the University of Chicago Graduate School of Business.

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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 16, “Quarterly Financial Data,” of Item 8, “Financial Statements and Supplementary Data” for the range of common stock prices as reported on the NYSE and common stock dividends paid for each of the quarters in 2008 and 2007. At January 31, 2009, Con-way had 7,004 common shareholders of record.

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

	12/31/03		12/31/04		12/31/05		12/31/06		12/31/07		12/31/08
Con-way Inc.	$	100.0	$	149.4	$	168.0	$	133.4	$	126.9	$	82.1
S&P Midcap 400	$	100.0	$	115.2	$	128.1	$	139.6	$	149.0	$	93.4
DJ Transportation Average	$	100.0	$	126.3	$	139.5	$	151.6	$	152.0	$	117.6

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2008, regarding compensation plans under which securities of Con-way are authorized for issuance.

Equity Compensation Plan Information

					Number of Securities
	Number of				Remaining Available
	Securities to be				for Future Issuance
	Issued Upon		Weighted-average		Under Equity
	Exercise of		Exercise Price of		Compensation Plans
	Outstanding		Outstanding		(Excluding
	Options, Warrants		Options, Warrants		Securities Reflected
	and Rights		and Rights		in Column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,028,593	$	43.94		4,519,290
Equity compensation plans not approved by security holders		—		—		—
Total		2,028,593	$	43.94		4,519,290

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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, 2008. 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

	2008		2007(a)		2006		2005		2004
	(Dollars in thousands except per share data)
Operating Results
Revenues	$	5,036,817	$	4,387,363	$	4,221,478	$	4,115,575	$	3,658,564
Operating Income(b)		192,622		264,453		401,828		370,946		284,332
Income from Continuing Operations Before Income Tax Provision		134,917		242,646		392,309		352,356		248,775
Net Income from Continuing Operations Available to Common Shareholders(c)		58,635		146,815		265,177		222,647		143,432
Net Income (Loss) Applicable to Common Shareholders(c)(d)		66,961		145,952		258,978		214,034		(126,094	)
Per Common Share
Basic Earnings (Loss)
Net Income from Continuing Operations	$	1.29	$	3.24	$	5.42	$	4.27	$	2.84
Net Income (Loss) Applicable to Common Shareholders		1.47		3.22		5.29		4.10		(2.50	)
Diluted Earnings (Loss)
Net Income from Continuing Operations		1.23		3.06		5.09		3.98		2.59
Net Income (Loss) Applicable to Common Shareholders		1.40		3.04		4.98		3.83		(2.18	)
Cash Dividends		0.40		0.40		0.40		0.40		0.40
Common Shareholders’ Equity		12.13		18.68		14.65		16.09		13.46
Market Price
High		55.00		57.81		61.87		59.79		50.96
Low		20.03		38.05		42.09		41.38		30.50
Weighted-Average Common Shares Outstanding
Basic		45,427,317		45,318,740		48,962,382		52,192,539		50,455,006
Diluted		48,619,292		48,327,784		52,280,341		56,213,049		56,452,629
Financial Position
Cash and cash equivalents	$	278,253	$	176,298	$	260,039	$	514,275	$	346,581
Total assets		3,071,707		3,009,308		2,291,042		2,451,399		2,469,357
Long-term debt and guarantees		926,224		955,722		557,723		581,469		601,344
Other Data at Year-End
Number of shareholders		7,016		7,410		7,041		7,204		7,435
Approximate number of regular full-time employees		26,600		27,100		21,800		21,700		20,600

(a) Effective August 23, 2007, Con-way acquired Contract Freighters, Inc. and affiliated companies (collectively, “CFI”). Under purchase-method accounting, CFI’s operating results are included only for periods subsequent to the acquisition.

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(b) The comparability of Con-way’s consolidated operating income was affected by the following:

Accounting events:

•  Effective January 1, 2006, Con-way adopted SFAS 123R under the modified-prospective method. Prior-period financial statements have not been adjusted.

Unusual income or expense:

•  Restructuring charges of $23.9 million in 2008, related to a reorganization initiative, network re-engineering and workforce reduction at Con-way Freight.

•  Charges of $37.8 million in 2008 for the impairment of goodwill and other intangible assets, $4.9 million for the write-down of an acquisition receivable and $4.2 million for acquisition-related integration and other costs at Menlo Worldwide Logistics in 2008.

•  Restructuring charges of $13.2 million in 2007, related to a reorganization initiative at Con-way Freight.

•  Gain of $6.2 million in 2006 from the sale of assets related to Con-way Expedite.

•  Gain of $41.0 million in 2006 from the sale of Con-way’s membership interest in Vector.

(c) The comparability of Con-way’s tax provision and net income was affected by the following:

•  Tax provision in 2008 reflects the non-deductible goodwill impairment charges and write-down of an acquisition-related receivable at Chic Logistics.

•  Tax benefits of $12.1 million in 2006 related to the settlement with the IRS of previous tax filings.

•  Tax benefits of $17.7 million in 2006 from the utilization of capital-loss carryforwards that offset tax of $2.9 million on the sale of Con-way Expedite and $14.8 million on the sale of Con-way’s membership interest in Vector.

•  Tax benefits of $7.8 million in 2005 related to the settlement with the IRS of previous tax filings.

(d) Results in 2004 include a $276.3 million loss from discontinued operations related to the sale of MWF.

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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 five reporting segments: Freight, Logistics, Truckload, Vector 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.

Con-way Freight 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. Con-way Truckload transports shipments using a fleet of long-haul tractors and trailers. Menlo Worldwide Logistics manages the logistics functions of its customers and primarily utilizes third-party transportation providers for the movement of customer shipments.

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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

	2008			2007			2006
	(Dollars in thousands except per share amounts)
Revenues	$	5,036,817		$	4,387,363		$	4,221,478
Operating income	$	192,622		$	264,453		$	401,828
Other expense		57,705			21,807			9,519
Income from continuing operations before income tax provision		134,917			242,646			392,309
Income tax provision		69,494			88,871			119,978
Income from continuing operations		65,423			153,775			272,331
Preferred stock dividends		6,788			6,960			7,154
Net income from continuing operations available to common shareholders	$	58,635		$	146,815		$	265,177
Diluted earnings per share	$	1.23		$	3.06		$	5.09
Operating margin		3.8	%		6.0	%		9.5	%
Effective tax rate		51.5	%		36.6	%		30.6	%

Overview — 2008 Compared to 2007

Con-way’s consolidated revenue of $5.0 billion in 2008 increased 14.8% from $4.4 billion in 2007 due largely to acquisition-related revenue increases from Truckload and Logistics, complemented by organic growth. Excluding revenue from the companies acquired in the second half of 2007, Con-way’s revenue in 2008 increased 5.8% due to increases at Freight and Logistics.

In 2008, consolidated operating income decreased 27.2% due primarily to lower operating income at Freight and an operating loss at Logistics, partially offset by higher operating income from Truckload. Lower operating income from Freight reflects increasingly adverse economic conditions and a competitive freight market, particularly in the second half of 2008, and includes expenses associated with restructuring activities. The operating loss at Logistics was due to asset impairment charges at one of its recently acquired companies. Increased operating income for Truckload was due to the acquisition of CFI. Excluding results from the acquired companies, Con-way’s operating income declined 21.9%.

As more fully discussed in Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data,” Con-way incurred expenses associated with restructuring activities and other costs of $26.5 million in 2008 and $14.7 million in 2007.

As more fully discussed in Note 2, “Acquisitions,” of Item 8, “Financial Statements and Supplementary Data,” Logistics recognized a $37.8 million charge for impairment of goodwill and other intangible assets related to Chic Logistics.

Non-operating expense increased $35.9 million due primarily to a $20.1 million increase in interest expense and a $13.3 million decline in investment income. Variations in interest expense and interest income were due primarily to acquisitions in the second half of 2007, which were financed with proceeds from new debt financing and the use of existing cash resources. Non-operating expense also reflects variations in foreign exchange transactions, which lowered comparative operating results by $1.8 million.

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Con-way’s effective tax rate in 2008 was 51.5% compared to 36.6% in 2007. The tax provision in 2008 was adversely affected primarily by the non-deductible goodwill impairment charge and write-down of an acquisition-related receivable, and by lower income before income taxes, which increases the percentage effect of permanent and discrete items.

Con-way’s net income from continuing operations available to common shareholders in 2008 decreased 60.1% due primarily to lower operating income and higher non-operating expenses.

Overview — 2007 Compared to 2006

Con-way’s consolidated revenue of $4.4 billion in 2007 increased 3.9% from $4.2 billion in 2006 due primarily to the acquisition of CFI on August 23, 2007. Excluding the acquisition of CFI, Con-way’s 2007 revenues were essentially flat compared to 2006, reflecting higher revenues at Freight and a revenue decline at Logistics.

In 2007, Con-way’s consolidated operating income decreased 34.2% due largely to lower operating income from Freight and from Vector. Operating income at Freight decreased 26.8% due primarily to a higher-volume, lower-yield mix of revenue, higher employee expenses, and cost increases associated with a rebranding initiative and restructuring charges. In 2007, operating income included a $2.7 million loss for the write-off of a receivable related to the Vector sale, while 2006 operating income from Vector was $52.6 million, including a $41.0 million gain from the sale of Con-way’s membership interest in Vector.

Non-operating expense increased $12.3 million in 2007 due primarily to an $8.6 million increase in interest expense and a $5.8 million decline in investment income, partially offset by a $1.7 million increase in foreign exchange gains. Variations in interest expense and interest income were due primarily to acquisitions in the second half of 2007, which were financed with proceeds from new debt financing and the use of existing cash resources.

Con-way’s effective tax rate in 2007 was 36.6% compared to 30.6% in 2006. The tax provision in 2006 benefited from the utilization of capital-loss carryforwards, which offset tax of $2.9 million on the sale of Con-way Expedite and $14.8 million on the sale of Con-way’s membership interest in Vector. In addition, Con-way’s effective tax rate in 2006 reflects the effect of $12.1 million in net tax credits that were primarily related to the settlement with the IRS of previous tax filings.

Con-way’s net income from continuing operations available to common shareholders in 2007 decreased 44.6%, reflecting lower operating income and higher non-operating expense. In the same period, Con-way’s diluted earnings per share from continuing operations decreased 39.9%, as lower net income was partially offset by the accretive effect of Con-way’s share repurchase program, which concluded in June 2007. Primarily as the result of share repurchases, Con-way’s average diluted shares outstanding declined to 48.3 million shares in 2007 from 52.3 million shares in 2006.

Reporting Segment Review

Freight

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

	2008			2007			2006
	(Dollars in thousands)
Summary of Operating Results
Revenues	$	3,015,959		$	2,904,543		$	2,852,909
Operating Income		165,169			235,060			321,204
Operating Margin		5.5	%		8.1	%		11.3	%

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	2008 vs. 2007			2007 vs. 2006
Percentage Change in Selected Operating Statistics
Revenue per day		+5.7	%		+2.8	%
Weight per day		0.0			+3.3
Revenue per hundredweight (“yield”)		+5.7			(0.5	)
Shipments per day (“volume”)		(2.9	)		+4.5
Weight per shipment		+2.9			(1.2	)

2008 Compared to 2007

The Freight segment’s revenue in 2008 increased 3.8% from 2007 due primarily to a 5.7% increase in yield and weight per day that was unchanged from 2007. Weight per day in 2008 reflects a 2.9% increase in weight per shipment and a 2.9% decline in shipments per day.

Yield increases in 2008 primarily reflect increases in fuel surcharges and average length of haul. Commensurate with higher transportation costs, shipments with longer lengths of haul generally have higher yields. Yields in both periods also reflect general rate increases. Con-way Freight implemented a general rate increase of 5.5% on January 28, 2008 compared to a 4.9% increase on March 19, 2007. These general rate increases were applied to customers with pricing governed by Con-way Freight’s standard tariff; however, the effects of the increases were diminished in part by the competitive pricing environment and a declining percentage of customers with pricing governed by Con-way Freight’s standard tariff. Yields in 2008 were also adversely affected by the increase in weight per shipment.

Excluding fuel surcharges, yield in 2008 increased 0.2%. Like other LTL carriers, Con-way Freight assesses many of its customers with a fuel surcharge. The fuel surcharge is intended to compensate Con-way Freight for higher fuel costs and fuel-related increases in purchased transportation. Fuel surcharges are only one part of the overall rate structure, and the total price received from customers is governed by market forces, as more fully discussed in Item 1A, “Risk Factors.” Freight’s fuel-surcharge revenue increased to 18.4% of revenue in 2008 from 13.5% in 2007.

Freight’s operating income in 2008 decreased 29.7% when compared to 2007. Operating income was adversely affected primarily by higher fuel and purchased transportation expense, which collectively rose more than revenue, and by increases in restructuring charges and other operating expenses, partially offset by lower re-branding expenses. In 2008, expenses for fuel and fuel-related taxes increased 28.0% due almost entirely to an increase in the cost of diesel fuel. During the same period, purchased transportation expense increased 22.0%, reflecting an increase in freight transported by third-party providers and fuel-related rate increases. Other operating expenses increased 7.6% reflecting increases in cargo-loss and damage expense, increased corporate allocations due to information-technology projects, increased expense for uncollectible accounts, and higher expenses for sales and marketing activities, including sales promotions and the use of consultants.

Expenses associated with Freight’s restructuring activities increased to $26.5 million in 2008 from $13.2 million in 2007. Freight’s restructuring activities are discussed more fully in Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data.”

Comparative operating results were affected by costs incurred under Freight’s re-branding initiative, which was completed in the second quarter of 2008. Under the initiative, Freight incurred $4.9 million of costs in 2008, compared to $14.3 million in 2007. The re-branding costs were for expenses related primarily to the conversion of tractors and trailers to the new Con-way graphic identity.

Operating results benefited from a 0.2% decline in expenses for salaries, wages and other employee benefits due primarily to a $39.1 million or 93.0% decrease in incentive compensation. Lower incentive compensation reflects variations in performance measures relative to incentive-plan targets. Base compensation increased 2.3% due primarily to wage and salary rate increases, and increases in over-time pay, partially offset by a lower average employee count. Employee benefits expense increased 1.9% due primarily to higher costs associated with workers’ compensation claims, partially offset by a decline in expenses for compensated absences. In both 2008 and 2007,

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expenses for compensated absences include non-recurring first-quarter adjustments for benefit plan changes associated with the business-transformation and operational-restructuring initiatives. Employee benefits expense in 2008 also reflects an $8.9 million increase in costs associated with long-term disability benefits that was offset by a decline in expense associated with a retiree-health savings plan.

Freight’s revenue and operating income trends in the second half of 2008 reflected increasingly adverse economic conditions and a competitive freight market. Revenue per day declined sequentially from July through December as declining economic output contributed to successive monthly declines in freight demand, which resulted in decreasing tonnage. Further, successive monthly declines in fuel prices contributed to decreasing fuel-surcharge revenue and yields. In current market conditions, the sequential monthly declines in fuel-surcharge revenue were not offset by equivalent increases in base freight-rate revenue. Since its fuel-surcharge program has historically enabled Con-way Freight to more than recover increases in fuel costs and fuel-related increases in purchased transportation, these declines in fuel-surcharge revenue have had an adverse effect on operating income. Primarily as a result of these conditions, fourth-quarter revenue in 2008 decreased 13.4% from the prior-year quarter. Excluding fourth-quarter restructuring charges of $21.3 million and $7.7 million in 2008 and 2007, respectively, Con-way Freight’s fourth-quarter operating income decreased 81.1% to $11.9 million in 2008 from $62.9 million in 2007.

2007 Compared to 2006

In 2007, Freight’s revenue increased 1.8%, reflecting increases at Con-way Freight that more than offset declines due to the sale of the expedited-shipping portion of its former Con-way Expedite and Brokerage business in July 2006 and to the transfer of the remaining truckload-brokerage operations out of Con-way Freight and into Menlo Worldwide Logistics in January 2007. Revenue per day for Con-way Freight increased 2.8% on a 3.3% increase in weight per day, partially offset by a 0.5% decline in yield. The 3.3% increase in weight per day was achieved through a 4.5% increase in shipments per day, partially offset by a 1.2% decline in weight per shipment. The increase in weight per day and volume of freight transported was achieved despite an increasingly price-sensitive and competitive freight market, due in part to targeted sales initiatives.

Yields declined in 2007 due primarily to lower pricing associated with new business generated under Con-way Freight’s sales initiatives and to an increasingly price-sensitive and competitive freight market that required defensive pricing for certain customer relationships, partially offset by the effect of higher fuel-surcharge revenue. Excluding fuel surcharges, yields in 2007 decreased 1.2%. In 2007, Con-way’s sales initiatives contributed to increased business levels from large customers who typically command lower rates on a higher quantity of freight. In 2007, Freight’s fuel-surcharge revenue increased to 13.5% of LTL revenue from 12.9% in 2006.

Freight’s operating income in 2007 decreased 26.8% due primarily to a higher-volume, lower-yield mix of revenue that required increased freight handling. Due largely to the change in the mix of revenue, expenses for salaries, wages and other employee benefits in 2007 increased 6.2% from the same period in 2006. Base compensation rose 6.7%, reflecting additional freight-handling requirements, wage and salary rate increases, and an increase in driver count during the period in response to increases in actual and anticipated freight volumes. Employee benefits expense increased 4.8% in 2007 due primarily to increased costs for compensated absences, which were due in part to a conversion from a sick-pay benefit to a paid-time-off benefit, which included $10.4 million of non-recurring expense in the first year of the plan. Incentive compensation increased $10.0 million or 31.4% based on variations in revenue, operating income and cargo loss and damage claims relative to incentive-plan targets.

In 2007, expenses for fuel and fuel-related taxes increased 10.2% from 2006 due to higher average diesel fuel prices and to increases in driver miles. During the same comparative periods, purchased transportation expense decreased 5.8% due to lower transportation requirements following the sale of the expedited-shipping portion of the former Con-way Expedite and Brokerage business and to the transfer of the remaining truckload-brokerage operations into Menlo Worldwide Logistics that more than offset increases at Con-way Freight.

Operating income was also negatively affected by costs incurred under Con-way’s re-branding initiative, operational restructuring charges and increases in vehicular self-insurance costs. Under Con-way’s re-branding initiative announced in April 2006, Freight incurred $14.3 million of costs in 2007 compared to $0.5 million in

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2006. As more fully discussed in Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data,” Freight incurred $13.2 million in expense related to its operational restructuring in 2007. Vehicular self-insurance expense increased 24.2% in 2007, due primarily to an $8.0 million loss related to a significant claim in the second quarter of 2007.

Comparative operating results for the Freight segment reflect the sale of the expedited-shipping portion of its former Con-way Expedite and Brokerage business in July 2006. In connection with the sale, Con-way recognized a $6.2 million gain in 2006.

Logistics

The table below compares operating results and operating margins of the Logistics reporting segment. The table summarizes the segment’s revenue as well as net revenue (revenue less purchased transportation expenses). 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.

	2008			2007			2006
	(Dollars in thousands)
Summary of Operating Results Revenues	$	1,511,611		$	1,297,056		$	1,355,301
Purchased Transportation Expense		(1,001,775	)		(851,366	)		(963,044	)
Net Revenues		509,836			445,690			392,257
Operating Income (Loss)	$	(23,683	)	$	25,599		$	25,649
Operating Margin on Revenues		(1.6	)%		2.0	%		1.9	%
Operating Margin on Net Revenues		(4.6	)%		5.7	%		6.5	%

2008 Compared to 2007

Logistics’ revenue in 2008 increased 16.5%, reflecting organic growth and the contribution from the acquisitions of Chic Logistics and Cougar Logistics in the second half of 2007. Logistics’ net revenue in 2008 increased 14.4% reflecting a 17.7% increase in purchased transportation expense.

Logistics’ operating loss of $23.7 million in 2008 was attributed to the companies acquired in the second half of 2007, including a $51.4 million operating loss at Chic Logistics and a $1.5 million loss at Cougar Logistics. The operating loss at Chic Logistics reflects 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. In addition, Chic Logistics’ operating loss reflects other factors that had detrimental effects on results, such as severe winter weather and flooding, earthquakes, and transportation constraints associated with the 2008 Beijing Olympics. The impairment charges at Chic Logistics reflect lower projected revenues (including reduced revenue from a significant customer), decreased actual and projected operating income, and a higher discount rate that reflects current economic and market conditions.

The following discussion of revenue, net revenue, operating income and percentage changes in expense categories excludes Chic Logistics and Cougar Logistics.

Logistics’ revenue in 2008 increased 11.2% due primarily to a 12.1% increase in revenue from carrier-management services and a 9.0% increase in revenue from warehouse-management services. Increased revenue from carrier-management services includes revenue from the Defense Transportation Coordination Initiative contract, as more fully discussed below. Logistics’ net revenue in 2008 increased 8.5% reflecting a 12.6% increase in purchased transportation expense, which resulted from higher carrier-management volumes and fuel surcharges.

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Logistics’ operating income in 2008 increased 13.2%, reflecting improved margins on warehouse-management services partially offset by lower margins on carrier-management services. Improved margins were due in part to salaries, wages and other employee benefits expense that rose at a lower rate than revenue. Lower margins on carrier-management services reflect purchased transportation expense that increased at a higher rate than revenue. Salaries, wages and other employee benefits collectively increased 1.8%, reflecting increases in base compensation, partially offset by lower incentive compensation. Base compensation rose 5.4% due primarily to increased headcount and to a lesser extent, wage and salary rate increases. Incentive compensation decreased $6.7 million or 64.5% based on variations in performance measures relative to incentive-plan targets.

Other operating expenses, costs for rents and leases, and purchased labor expense increased due primarily to increased warehouse-management volumes associated with new customers and growth with existing customers. Other operating expenses increased 13.4% due primarily to increases in the use of professional services, cargo-loss and damage claims, facilities expenses and corporate allocations (primarily related to information-technology projects). In 2008, other operating expenses include two separate customer-specific charges that increased expenses for cargo-loss claims and uncollectible accounts. In 2008, expenses for rents and leases increased 22.9% and expenses for purchased labor increased 5.6%.

Menlo Worldwide Logistics provides contract-logistics services to the Department of Defense (“DOD”) in connection with the Defense Transportation Coordination Initiative (“DTCI”), a logistics program directed by the DOD. The contract has a three-year base period with an estimated $525 million in transportation expenditures. The contract may be extended to seven years. Implementation of the initiative is being rolled out over a 25-month period. The first distribution center began operations on March 31, 2008 and there were approximately one-quarter of the distribution centers operating as of December 31, 2008. The contract contributed revenue of $53.2 million in 2008; however, the contract did not have a significant effect on Logistics’ operating income.

2007 Compared to 2006

Logistics’ revenue in 2007 decreased 4.3% due to a 9.8% decrease in carrier-management services partially offset by an 11.8% increase in warehouse-management services. Logistics’ net revenue in 2007 increased 13.6% and reflects increases in net revenue from both warehouse-management and carrier-management services. In 2007, purchased transportation costs decreased 11.6%, due primarily to decreases in carrier-management volumes and lower carrier rates.

Logistics’ operating income in 2007 was essentially flat as higher net revenue from carrier-management and warehouse-management services was almost equally offset by increases in salaries, wages and other employee benefits, other operating expenses, and expenses for rents and leases Expenses for salaries, wages and other employee benefits increased 16.5% in 2007 reflecting increases in base compensation and employee benefits. Base compensation rose 14.2% due primarily to growth in headcount and, to a lesser extent, wage and salary rate increases. Employee benefits expense increased 25.4% due principally from higher health-care benefits, which were affected by a large claim, and higher costs for retirement benefits. Other operating expense increased 17.6% due primarily to an increase in allocated corporate costs and self-insurance expense for cargo claims. Expenses for rents and leases increased 18.0% in 2007 as a result of warehouse customer space requirements and facilities expansion with existing customers as well as rent expense related to acquisitions.

Corporate administrative costs allocated to the Logistics segment in 2007 increased by $11.5 million due primarily to the allocation of costs associated with corporate information-technology personnel who were retained by Con-way following the sale of Vector to GM in December 2006. The associated costs of these employees were allocated to Vector prior to its sale, but were allocated to Logistics subsequent to the sale. The retained employees are utilized in providing information-technology services to GM for which Logistics was compensated, as more fully discussed in Note 5, “Sale of Unconsolidated Joint Venture,” of Item 8, “Financial Statements and Supplementary Data.” The retained employees are also utilized to provide services on other Menlo Worldwide Logistics’ information-technology initiatives.

In addition, 2007 operating income reflects a decline in costs incurred during the DTCI contract-bid process, as more fully discussed above. Costs incurred in connection with the contract decreased to $0.2 million in 2007 from $1.3 million in 2006.

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Truckload

The following table compares revenues and operating income of the Truckload reporting segment:

	2008		2007		2006
	(Dollars in thousands)
Summary of Operating Results
Revenues	$	505,201	$	172,674	$	7,145
Operating Income		52,395		8,803		2,267

Increased revenue and operating income at the Truckload reporting segment was due to the acquisition of CFI. For periods prior to the acquisition of CFI in August 2007, the operating results of the Truckload segment consist only of the pre-acquisition truckload business unit, which reported a loss of $10.0 million in 2007, including $1.5 million of costs incurred in the integration of the two truckload business units, as more fully discussed in Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data.”

In all periods presented, segment revenue is reported after the elimination of revenue recognized for truckload services provided by Con-way Truckload to Con-way Freight and Menlo Worldwide Logistics. Accordingly, the Truckload segment’s revenue is reported net of inter-segment revenue of $160.5 million in 2008, $87.0 million in 2007 and $71.1 million in 2006.

Vector

In December 2006, Con-way recognized the sale to GM of Con-way’s membership interest in Vector. The sale of Vector did not qualify as a discontinued operation due to its classification as an equity-method investment, and accordingly, Vector’s income or losses are reported in net income from continuing operations. In 2007, segment results reported from Con-way’s equity investment in Vector included a $2.7 million loss compared to income of $52.6 million in 2006. In 2007, the loss was due to the write-off of a receivable related to the Vector sale, while 2006 operating income from Vector included a $41.0 million gain from the sale of Con-way’s membership interest in Vector.

Vector’s operating results and Con-way’s sale of its membership interest in Vector are more fully discussed in Note 5, “Sale of Unconsolidated Joint Venture,” of Item 8, “Financial Statements and Supplementary Data.”

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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 include expenses related to a variable executive-compensation plan that promotes synergistic inter-segment activities. The table below summarizes the operating results for the Other reporting segment:

	2008			2007			2006
	(Dollars in thousands)
Revenues
Road Systems	$	4,046		$	13,090		$	6,123
Operating Income (Loss)
Road Systems	$	775		$	667		$	1,215
Unallocated corporate operating income (loss)
Re-insurance activities		1,231			(480	)		(705	)
Corporate properties		(631	)		(2,538	)		(1,382	)
Sales of non-operating assets		—			—			1,260
Variable executive compensation		(2,616	)		—			—
Other		(18	)		41			(279	)
	$	(1,259	)	$	(2,310	)	$	109

Discontinued Operations

Net income available to common shareholders in the periods presented includes the results of discontinued operations, which related to the closure of Con-way Forwarding, the sale of MWF, the shut-down of EWA and its terminated Priority Mail contract with the USPS, and to the spin-off of CFC, as more fully discussed in Note 4, “Discontinued Operations,” of Item 8, “Financial Statements and Supplementary Data.” The table below summarizes results of discontinued operations for the years ended December 31:

	2008		2007			2006
	(Dollars in thousands except per share amounts)
Discontinued Operations, net of tax
Loss from Discontinued Operations	$	—	$	—		$	(1,929	)
Gain (Loss) from Disposal		8,326		(863	)		(4,270	)
	$	8,326	$	(863	)	$	(6,199	)
Earnings (Loss) per diluted share
Loss from Discontinued Operations	$	—	$	—		$	(0.03	)
Gain (Loss) from Disposal		0.17		(0.02	)		(0.08	)
	$	0.17	$	(0.02	)	$	(0.11	)

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Liquidity and Capital Resources

Cash and cash equivalents rose to $278.3 million at December 31, 2008 from $176.3 million at December 31, 2007, as $304.5 million provided by operating activities exceeded $172.9 million used in investing activities and $38.7 million used in financing activities. Cash provided by operating activities came primarily from net income before non-cash items while cash used in investing and financing activities primarily reflects capital expenditures and the repayment of debt, respectively.

	2008			2007			2006
	(Dollars in thousands)
Operating Activities
Net income	$	73,749		$	152,912		$	266,132
Discontinued operations		(8,326	)		863			6,199
Non-cash adjustments(1)		320,487			222,928			109,693
Net income before non-cash items		385,910			376,703			382,024
Changes in assets and liabilities		(81,424	)		(2,830	)		51,676
Net Cash Provided by Operating Activities		304,486			373,873			433,700
Net Cash Used in Investing Activities		(172,942	)		(757,166	)		(274,160	)
Net Cash Provided by (Used in) Financing Activities		(38,696	)		295,239			(378,489	)
Net Cash Provided by (Used in) Continuing Operations		92,848			(88,054	)		(218,949	)
Net Cash Provided by (Used in) Discontinued Operations		9,107			4,313			(35,287	)
Increase (Decrease) in Cash and Cash Equivalents	$	101,955		$	(83,741	)	$	(254,236	)

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

Continuing Operations

Operating Activities

Cash flow from operating activities in 2008 was $304.5 million, a $69.4 million decrease from 2007, as an increase in net income before non-cash items was more than offset by an increase in the use of cash due to changes in assets and liabilities. In 2008, the increase in net income before non-cash items reflects a $79.2 million decrease in net income and a $9.2 million change in discontinued operations that were more than offset by a $97.6 million increase in non-cash adjustments. The increase in non-cash adjustments in 2008 was due primarily to increased depreciation following the acquisition of CFI in the second half of 2007, and asset impairment charges. In 2008, changes in accrued income taxes, accrued incentive compensation, employee benefits and receivables reduced operating cash flow when compared to the prior year, partially offset by an increase in operating cash flow associated with accrued liabilities (excluding employee benefits and incentive compensation) and self-insurance accruals.

In 2008, accrued income taxes used $19.2 million compared to $23.4 million provided in 2007 due primarily to tax refunds received in 2007.

Accrued incentive compensation used $19.7 million in 2008, compared to $4.8 million provided in 2007. Changes in accrued incentive compensation reflect Con-way’s payment schedule for its employee incentive plans, under which total incentive compensation earned in an award year is typically paid to employees with a partial payment in December of the award year and a final payment in February of the next award year. In 2008, payments for incentive compensation exceeded expense accruals, while in 2007, expense accruals exceeded payments.

Employee benefits used $41.4 million in 2008 compared to $19.4 million used in 2007. The variation in cash used by employee benefits reflects the effect of defined contribution plan amendments effective on January 1, 2007,

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which resulted in a $20.4 million increase in the plan-related liability for 2007. In both periods, the use of cash associated with the changes in employee benefit assets and liabilities also reflects net benefit income earned from the qualified pension plans, funding contributions to the defined benefit pension plans and benefit payments associated with non-qualified pension plans, partially offset by expense recognized from the non-qualified plans.

In 2008, receivables used $26.5 million, compared to $8.3 million used in 2007 due to increased receivables at the Logistics segment as a result of increased revenues.

The increase in accrued liabilities provided $22.2 million in 2008 compared to $10.7 million in 2007. Increases in accrued liabilities (excluding accrued incentive compensation and employee benefits) primarily reflect increases in accrued interest on the 7.25% Senior Notes issued in December 2007, unearned revenue related to a logistics contract, and accrued costs related to Con-way Freight’s restructuring activities, partially offset by a decline in wages and salaries payable.

Cash flow from operating activities in 2007 was $373.9 million, a $59.8 million decrease from 2006, due to a decrease in net income before non-cash items and a net use of cash due to changes in assets and liabilities, primarily receivables. In 2007, receivables used $8.3 million, compared to $89.0 million provided in 2006. The significant cash provided by receivables in 2006 was primarily related to Logistics’ receivables, which declined from the preceding year due to a decrease in the average collection period. Cash provided by income taxes increased to $23.4 million in 2007 from $14.8 million in the same prior-year period, due primarily to tax refunds received in March 2007. In 2007, deferred charges and credits used cash of $3.3 million compared to $12.2 million provided in 2006, primarily due to the sale of Con-way’s membership interest in Vector. In 2006, cash provided by deferred charges and credits reflects variations in Con-way’s affiliate payable to Vector.

Investing Activities

Cash used in investing activities decreased to $172.9 million in 2008 compared to $757.2 million used in 2007 due primarily to $752.3 million used to purchase CFI, $28.6 million used to purchase Cougar Logistics and $59.0 million used to purchase Chic Logistics. The decrease in cash used in investing activities also reflects an increase in capital expenditures, a decrease in cash provided from the conversion of marketable securities, and a decrease in proceeds received from the sale of assets. In 2006, investing activities used cash of $274.2 million.

Capital expenditures in 2008 increased $95.0 million from 2007 due primarily to increased tractor and trailer expenditures at the Truckload segment. Capital expenditures in 2007 decreased $159.8 from 2006, due primarily to fewer tractor and trailer expenditures at the Freight and Truckload segments. Capital expenditures in 2006 included an above-average number of tractors acquired in advance of new governmental emission standards.

Cash provided by changes in marketable securities decreased to $22.5 million in 2008 from $154.5 million in 2007, primarily due to the conversion in August 2007 of marketable securities to partially fund the acquisition of CFI. Cash provided by changes in marketable securities was $17.8 million in 2006.

Con-way received sale-related proceeds of $49.2 million in 2008, $79.7 million in 2007 and $16.1 million in 2006. Proceeds in 2008 consist primarily of $40.4 million from the sale of two Logistics’ warehouses, as more fully discussed in Note 9, “Leases,” of Item 8, “Financial Statements and Supplementary Data,” while 2007 primarily includes $51.9 million of proceeds received from the sale of Con-way’s membership interest in Vector. Sales proceeds in 2006 include $8.0 million received from the expedited-shipping portion of the former Con-way Expedite and Brokerage business.

Financing Activities

Financing activities used cash of $38.7 million in 2008 compared to $295.2 million provided in 2007 and $378.5 million used in 2006. Significant financing activities in the periods presented primarily include acquisition-related financing transactions, the repayment of other debt obligations, common-stock repurchases and dividend payments. In August 2007, Con-way entered into a bridge-loan facility and borrowed $425.0 million to partially fund the acquisition of CFI. In December 2007, Con-way issued $425 million of 7.25% Senior Notes due 2018 and used the net proceeds and cash on hand to repay the amounts outstanding under the bridge-loan facility. Common

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stock repurchases of $89.9 million in 2007 and $350.2 million in 2006 were made under repurchase programs authorized by Con-way’s Board of Directors.

Con-way has a $400 million revolving credit facility that matures on September 30, 2011. The revolving credit facility is available for cash borrowings and for the issuance of letters of credit up to $400 million. At December 31, 2008, no borrowings were outstanding under Con-way’s revolving credit facility; however, $208.1 million of letters of credit were outstanding, with $191.9 million of available capacity for additional letters of credit or cash borrowings. Con-way had other uncommitted unsecured credit facilities totaling $74.0 million at December 31, 2008, which are available to support borrowings, letters of credit, bank guarantees and overdraft facilities. A total of $30.3 million was outstanding under these facilities at December 31, 2008, leaving $43.7 million of available capacity.

See Note 8, “Debt and Other Financing Arrangements,” of Item 8, “Financial Statements and Supplementary Data,” for additional information concerning Con-way’s $400 million credit facility and its other debt instruments.

Contractual Cash Obligations

The table below summarizes contractual cash obligations for Con-way as of December 31, 2008. 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
									2014 &
	Total		2009		2010-2011		2012-2013		Thereafter
	(Dollars in thousands)
Long-term debt and guarantees	$	1,781,725	$	93,498	$	310,699	$	101,824	$	1,275,704
Operating leases		227,797		69,655		90,546		36,688		30,908
Employee benefit plan payments		136,427		12,100		25,295		26,544		72,488
Total	$	2,145,949	$	175,253	$	426,540	$	165,056	$	1,379,100

As presented above, contractual obligations on long-term debt and guarantees represent principal and interest payments. The amounts representing principal and a portion of interest payable in 2009 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 employee benefit plan payments in the table represent estimated payments under Con-way’s non-qualified defined benefit pension plans and postretirement medical plan through December 31, 2018. 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 expects to make a minimum contribution of $23.8 million to its qualified defined benefit pension plans in 2009; however, this could change based on changes in interest rates, asset returns and Employee Retirement Income Security Act (“ERISA”) requirements.

In 2009, Con-way anticipates capital and software expenditures of approximately $70 million, net of asset dispositions, primarily for the acquisition of tractor and trailer equipment. Con-way’s actual 2009 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment. The planned expenditures do not represent contractual obligations at December 31, 2008.

The contractual obligations reported above exclude Con-way’s liability of $25.3 million for unrecognized tax benefits. In the next 12 months, it is reasonably possible that the total of unrecognized tax benefits will decrease in the range of $1.8 million to $2.4 million due to settlement agreements Con-way expects to reach with various states.

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Letters of credit outstanding under Con-way’s credit facilities, as described above under “Financing Activities,” 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 8, “Debt and Other Financing Arrangements,” Note 9, “Leases,” Note 10, “Income Taxes,” and Note 12, “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 late-model 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. In addition, Con-way may also manage its liquidity requirements and cash-flow generation by varying the timing and amount of capital expenditures, as more fully discussed above under “Contractual Cash Obligations,” and by implementing cost-reduction initiatives. In addition to already-implemented cost-reduction initiatives related to restructuring activities at Con-way Freight and to changes in Con-way’s defined-benefit pension and defined-contribution retirement plans (as more fully discussed in Note 3, “Restructuring Activities,” and Note 12, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data,” respectively), Con-way also has the ability to implement additional cost-reduction initiatives in the future, including but not limited to reductions in certain discretionary employee-compensation arrangements and benefit plans. The nature, timing and extent of these initiatives depend largely on future market conditions and Con-way’s financial condition, results of operations, and cash flows.

As described above under “Financing Activities,” Con-way has a $400 million revolving credit facility that matures on September 30, 2011. 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, 2008, Con-way was in compliance with the revolving credit facility’s financial covenants and expects to remain in compliance through December 31, 2009 and thereafter. As more fully discussed under “Reporting Segment Review — Freight,” adverse economic conditions and the competitive freight market have contributed to material declines in revenue and operating income at Con-way Freight, particularly in the second half of 2008. A worsening of these trends could adversely affect Con-way’s ability to remain in compliance with the revolving credit facility’s financial covenants.

At December 31, 2008, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB), and Moody’s (Baa3). On February 27, 2009, Fitch Ratings changed its rating of Con-way to BBB-.

Discontinued Operations

Discontinued operations in the periods presented relate to the closure of Con-way Forwarding, the sale of MWF, the shut-down of EWA and its terminated Priority Mail contract with the USPS, and to the spin-off of CFC, as more fully discussed in Note 4, “Discontinued Operations,” of Item 8, “Financial Statements and Supplementary Data.” The cash flows from discontinued operations have been segregated from continuing operations and reported separately as discontinued operations.

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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

•  Self-Insurance Accruals

•  Income Taxes

•  Revenue Recognition

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

•  Goodwill

•  Disposition and Restructuring Activities

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 and defined contribution retirement plans. In October 2006, Con-way’s Board of Directors approved changes to Con-way’s retirement benefits plans that are intended to preserve the retirement benefits earned by existing employees under Con-way’s primary qualified defined benefit pension plan (the “Primary DB Plan”) and its primary non-qualified supplemental defined benefit pension plan (the “Supplemental DB Plan”), while expanding benefits earned under its primary defined contribution plan (the “Primary DC Plan”) and a new supplemental defined contribution plan (the “Supplemental DC Plan”). The major provisions of the plan amendments, which increase expense related to the Primary DC Plan and eliminate the future service cost associated with the Primary DB Plan and the Supplemental DB Plan, were effective on January 1, 2007.

Significant assumptions

The amount 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 2009 are summarized below.

	2009		2008		2007		2006
Weighted-average assumptions:
Discount rate on plan obligations		6.10%		6.60%		5.95%		6.00%
Expected long-term rate of return on plan assets		8.50%		8.50%		8.50%		8.50%

Discount Rate.  In determining the appropriate discount rate, Con-way is assisted by actuaries who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better by Moody’s rating service) with cash flows that match Con-way’s expected benefit payments in future years. Con-way’s discount rate is equal to the yield on the portfolio of bonds, which will typically exceed the Moody’s Aa corporate bond index due to the long duration of expected benefit payments from Con-way’s plans. If all other factors were held constant, a 0.25% decrease (increase) in the discount rate would result in an estimated $47 million increase (decrease) in the

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cumulative unrecognized actuarial loss at December 31, 2008, 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 adjusts 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 current asset allocation and the effect of actively managing the plan, net of fees and expenses. 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 $2 million increase (decrease) in 2009 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 $645.4 million at December 31, 2008 from $53.2 million at December 31, 2007. The increase in these amounts primarily reflects investment losses due to declines in equity markets. Any portion of the unrecognized actuarial gain (loss) outside of a corridor amount must be amortized and recognized as expense (income). Prior to 2007, the amount would have been amortized over the average remaining service period of approximately 10.7 years. Following the plan amendments on January 1, 2007, participants are no longer active; as a result, the amount will be amortized and recognized as expense (income) over the estimated average remaining life expectancy of 32.7 years for the inactive plan participants as discussed below.

Effect on operating results

Plan amendments effective January 1, 2007 resulted in the elimination of substantially all of the future service cost for the Primary DB Plan and the Supplemental DB Plan, and no material service cost is recognized under Con-way’s other defined benefit pension plans. Accordingly, the post-amendment 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. On January 26, 2009, Con-way issued an earnings release announcing 2008 fourth quarter and annual results and on January 27, 2009 held a conference call for the investment community to discuss those results. In the call, Con-way disclosed that it expected to record $55 million of pension expense in 2009. The estimated $55 million of pension expense was derived using an amortization assumption of 10.7 years, based on the service period applicable when Con-way employees were actively participating in the plan. However, since plan participants became inactive in 2007 (when the plan was amended to provide for no further accruals based on credited service), an amortization period of 32.7 years should be used, based on the average life expectancy of plan participants. Using the amortization period of 32.7 years, Con-way estimates that the defined benefit pension plans will result in annual expense of $27.9 million in 2009. For its defined benefit pension plans, Con-way recognized annual income of $23.1 million in 2008 and $24.8 million in 2007.

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 ERISA. In determining the amount and timing of its pension contributions, Con-way considers both the ERISA- and GAAP-based measurements of funded status as well as the tax deductibility of contributions. Con-way made contributions of $10.0 million and $12.7 million to its defined benefit pension plans in 2008 and 2007, respectively, and in 2009, expects to make a minimum contribution of $23.8 million. Con-way’s estimate of its defined benefit plan contribution is subject to variation based on changes in interest rates, asset returns and ERISA requirements.

Con-way’s funding practice for its defined benefit pension plans is unchanged by recent plan amendments. Con-way expects to make additional future contributions to the defined benefit pension plans as needed. The plan changes are expected to reduce funding of the Primary DB Plan that otherwise would have been required without the plan amendments. However, recent significant declines in asset values may require contribution levels larger than previously anticipated.

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Self-Insurance Accruals

Con-way uses a combination of purchased insurance and self-insurance programs to provide for the costs of medical, casualty, liability, 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, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from incurrence of the claims to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates.

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.

Effective on January 1, 2007, Con-way adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes,” as more fully discussed in Note 10, “Income Taxes,” of Item 8, “Financial Statements and Supplementary Data.” 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.

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 in accordance with contractual terms as services are provided.

Critical revenue-related policies and estimates for Con-way Freight and Con-way Truckload include those related to revenue adjustments, uncollectible accounts receivable and in-transit shipments. Critical revenue-related policies and estimates for Menlo Worldwide Logistics include those related to uncollectible accounts receivable 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, or pricing discounts. Revenue adjustments are estimated based on revenue levels and historical experience.

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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 the 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.

In-transit revenue

At the end of the accounting period, Con-way Freight estimates the amount of revenue earned on shipments in transit based on actual shipments picked up from customers, the scheduled day of delivery and the expected completion time for delivery.

Gross- or net-basis revenue recognition

Menlo Worldwide Logistics recognizes revenue 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. 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.

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 the assets, and the potential for impairment based on the fair values of the assets and the cash flows generated by these assets.

The depreciation of property, plant and equipment over their estimated useful lives and the determination of any salvage value 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. In Con-way’s recent periodic evaluation, the estimated useful lives for revenue equipment was increased due primarily to planned reductions in capital expenditures and lower expected usage given freight volume projections. As a result of the revised estimates, Con-way Freight increased the estimated useful life for most of its tractors to 8 years from 7 years, which is expected to result in a $10 million decrease in 2009 depreciation expense. Also effective in 2009, Con-way Truckload increased the estimated useful life for tractors previously expected to be replaced in 2009, to 5 years from 4 years, and decreased the associated estimated salvage values. As a result of these changes at Con-way Truckload, depreciation expense is expected to increase $4.5 million in 2009. Typically, an increase in useful lives for revenue equipment is accompanied by an increase in maintenance expenses.

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

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losses combined with a history of losses or a projection of continuing losses associated with the use of the long-lived asset. Except as described below, Con-way has not identified any impairment related to its long-lived assets.

As the result of lower projected revenues (including reduced revenue from a significant customer) at Chic Logistics, Con-way evaluated the fair value of Chic Logistics’ customer-relationship intangible asset. As a result, Menlo Worldwide Logistics recognized a $6.0 million impairment loss in the fourth quarter of 2008 to reduce the carrying amount of the intangible asset to its estimated fair value. The recorded value of customer-relationship intangible assets represents the sum of the present value of the expected cash flows attributable to those customer relationships, which were determined from revenue and profit forecasts associated with existing contracts and renewals, as well as growth opportunities expected from those relationships.

Goodwill

The excess of the acquired entity’s purchase price over the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. 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 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, such as is the case with Chic Logistics and Cougar Logistics, may be components of a reporting segment that independently generate revenues and have 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. For the valuation of Con-way Truckload, Con-way applied two equally weighted methods: public-company multiples and discounted cash flow models. Precedent transactions were either not considered comparable or not available for any of the three reporting units evaluated, and therefore not utilized. Accordingly, for the valuations of Chic Logistics and Cougar Logistics, Con-way only used the discounted cash flow model.

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 and working capital changes. In addition, other key assumptions include the discount rate and terminal growth rates. Cash flow projections are developed from Con-way’s annual planning process. Discount rates are developed from the measurement of the weighted-average cost of capital for the reporting unit. 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 financial condition or results of operations. For Con-way Truckload (the largest reporting unit with goodwill), a 0.5% change in the discount rate would result in a $20 million change in fair value and 0.5% change in the terminal growth rate assumption would result in a $78 million change in fair value.

As a result of the annual impairment test in the fourth quarter of 2008, Con-way determined that the goodwill related to Chic Logistics was impaired and, as a result, Menlo Worldwide Logistics recognized a $31.8 million impairment charge to reduce the carrying amount of the goodwill to its implied fair value. The impairment was primarily due to decreases in actual and projected operating income and a higher discount rate that reflects current

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economic and market conditions. Con-way concluded that the goodwill of Con-way Truckload and Cougar Logistics was not impaired as of December 31, 2008.

As a result of worsening business conditions or a decline in Con-way’s market capitalization during 2009, Con-way may have to evaluate goodwill for impairment prior to its annual measurement date.

Disposition and Restructuring Activities

As more fully discussed in Note 4, “Discontinued Operations,” and Note 3, “Restructuring Activities,” of Item 8, “Financial Statements and Supplementary Data,” Con-way’s management made significant estimates and assumptions in connection with the disposition of MWF, EWA, and Con-way Forwarding and with the restructuring of business units in the Freight and Truckload reporting segments. Actual results could differ from estimates and could affect related amounts reported in the financial statements.

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.

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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 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.”

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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.

As more fully discussed in Note 8, “Debt and Other Financing Arrangements,” of Item 8, “Financial Statements and Supplementary Data,” Con-way in December 2002 terminated four interest-rate swap derivatives designated as fair value hedges of fixed-rate long-term debt. Except for the effect of these terminated interest-rate swaps, derivative financial instruments in the periods presented did not have a material effect on Con-way’s financial condition, results of operations or cash flows.

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
	2008		2007
	(Dollars in thousands)
Carrying value	$	950,024	$	978,426
Estimated fair value		900,000		1,050,000
Change in estimated fair value given a hypothetical 10% change in interest rates		48,000		50,000

Con-way invests in cash-equivalent investments and marketable securities that earn investment income. Con-way’s investment income was $5.7 million in 2008, $19.0 million in 2007 and $24.8 million in 2006. The potential change in annual investment income resulting from a hypothetical 10% change to variable interest rates would range from approximately $1 million to approximately $3 million for 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.”

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 Shareholders

Con-way Inc.:

We have audited the accompanying consolidated balance sheets of Con-way Inc. and subsidiaries (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2008. We also have audited the Company’s internal control over financial reporting as of December 31, 2008, 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 audit 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, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, 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 27, 2009

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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Con-way Inc.

Consolidated Balance Sheets

	December 31,
	2008			2007
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	278,253		$	176,298
Marketable securities		14			30,016
Trade accounts receivable, net		516,910			495,568
Other accounts receivable		51,576			42,664
Operating supplies, at lower of average cost or market		24,102			24,142
Prepaid expenses and other assets		42,264			40,746
Deferred income taxes		37,963			37,672
Total Current Assets		951,082			847,106
Property, Plant and Equipment
Land		194,330			187,323
Buildings and leasehold improvements		803,511			792,962
Revenue equipment		1,350,514			1,246,816
Other equipment		292,761			265,640
		2,641,116			2,492,741
Accumulated depreciation and amortization		(1,169,160	)		(1,033,953	)
Net Property, Plant and Equipment		1,471,956			1,458,788
Other Assets
Deferred charges and other assets		43,012			33,139
Capitalized software, net		29,345			35,010
Employee benefits		—			89,039
Marketable securities		6,712			—
Intangible assets, net		27,336			18,780
Goodwill		487,956			527,446
Deferred income taxes		54,308			—
		648,669			703,414
Total Assets	$	3,071,707		$	3,009,308

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

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Con-way Inc.

Consolidated Balance Sheets

	December 31,
	2008			2007
	(Dollars in thousands except per share data)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	273,784		$	276,105
Accrued liabilities		258,350			258,253
Self-insurance accruals		94,663			110,986
Short-term borrowings		7,480			5,072
Current maturities of long-term debt		23,800			22,704
Total Current Liabilities		658,077			673,120
Long-Term Liabilities
Long-term debt and guarantees		926,224			955,722
Self-insurance accruals		152,435			118,854
Employee benefits		659,508			195,145
Other liabilities and deferred credits		49,871			24,639
Deferred income taxes		—			132,732
Total Liabilities		2,446,115			2,100,212
Commitments and Contingencies (Notes 4, 8, 9, 10 and 14)
Shareholders’ Equity
Preferred stock, no par value; authorized 5,000,000 shares:
Series B, 8.5% cumulative, convertible, $.01 stated value; designated 1,100,000 shares; issued 523,911 and 560,998 shares, respectively		5			6
Additional paid-in capital, preferred stock		79,681			85,322
Deferred compensation, defined contribution retirement plan		(10,435	)		(20,805	)
Total Preferred Shareholders’ Equity		69,251			64,523
Common stock, $.625 par value; authorized 100,000,000 shares; issued 62,379,868 and 61,914,495 shares, respectively		38,851			38,615
Additional paid-in capital, common stock		584,229			568,190
Retained earnings		1,020,930			972,243
Cost of repurchased common stock (16,522,563 and 16,698,513 shares, respectively)		(713,095	)		(720,583	)
Total Common Shareholders’ Equity		930,915			858,465
Accumulated Other Comprehensive Income (Loss)		(374,574	)		(13,892	)
Total Shareholders’ Equity		625,592			909,096
Total Liabilities and Shareholders’ Equity	$	3,071,707		$	3,009,308

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

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Con-way Inc.

Statements of Consolidated Income

	Years Ended December 31,
	2008			2007			2006
	(Dollars in thousands except per share data)
Revenues	$	5,036,817		$	4,387,363		$	4,221,478
Costs and Expenses
Salaries, wages and other employee benefits		2,047,122			1,900,681			1,719,203
Purchased transportation		1,208,187			1,049,906			1,173,979
Fuel and fuel-related taxes		574,972			359,486			283,177
Other operating expenses		445,180			371,056			312,087
Depreciation and amortization		208,251			167,146			143,726
Maintenance		133,175			112,906			105,691
Rents and leases		93,594			79,151			75,086
Purchased labor		72,045			65,163			65,531
Impairment charges		37,796			—			—
Restructuring charges		23,873			14,716			—
Loss (Income) from equity investment		—			2,699			(52,599	)
Gain from sale of Con-way Expedite		—			—			(6,231	)
		4,844,195			4,122,910			3,819,650
Operating Income		192,622			264,453			401,828
Other Income (Expense)
Investment income		5,672			19,007			24,781
Interest expense		(62,936	)		(42,805	)		(34,206	)
Miscellaneous, net		(441	)		1,991			(94	)
		(57,705	)		(21,807	)		(9,519	)
Income from Continuing Operations Before Income Tax Provision		134,917			242,646			392,309
Income Tax Provision		69,494			88,871			119,978
Income from Continuing Operations		65,423			153,775			272,331
Discontinued Operations, net of tax
Loss from Discontinued Operations		—			—			(1,929	)
Gain (Loss) from Disposal		8,326			(863	)		(4,270	)
		8,326			(863	)		(6,199	)
Net Income		73,749			152,912			266,132
Preferred Stock Dividends		6,788			6,960			7,154
Net Income Available to Common Shareholders	$	66,961		$	145,952		$	258,978
Net Income From Continuing Operations Available to Common Shareholders	$	58,635		$	146,815		$	265,177
Weighted-Average Common Shares Outstanding
Basic		45,427,317			45,318,740			48,962,382
Diluted		48,619,292			48,327,784			52,280,341
Earnings (Loss) Per Common Share
Basic
Net Income from Continuing Operations	$	1.29		$	3.24		$	5.42
Loss from Discontinued Operations		—			—			(0.04	)
Gain (Loss) from Disposal		0.18			(0.02	)		(0.09	)
Net Income Available to Common Shareholders	$	1.47		$	3.22		$	5.29
Diluted
Net Income from Continuing Operations	$	1.23		$	3.06		$	5.09
Loss from Discontinued Operations		—			—			(0.03	)
Gain (Loss) from Disposal		0.17			(0.02	)		(0.08	)
Net Income Available to Common Shareholders	$	1.40		$	3.04		$	4.98

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

43

Con-way Inc.

Statements of Consolidated Cash Flows

	Years Ended December 31,
	2008			2007			2006
	(Dollars in thousands)
Cash and Cash Equivalents, Beginning of Year	$	176,298		$	260,039		$	514,275
Operating Activities
Net income		73,749			152,912			266,132
Adjustments to reconcile net income to net cash provided by operating activities:
Discontinued operations, net of tax		(8,326	)		863			6,199
Depreciation and amortization, net of accretion		202,449			162,293			139,200
Increase in deferred income taxes		37,484			26,500			11,130
Amortization of deferred compensation		10,370			10,686			9,137
Share-based compensation		6,720			11,235			7,427
Provision for uncollectible accounts		10,979			3,343			2,902
Loss (Income) from equity investment		—			2,699			(52,599	)
Gain from sale of business		—			—			(6,231	)
Loss from impairment of goodwill and intangibles		37,796			—			—
Loss from restructuring activities		11,540			7,380			—
Loss (Gain) from sales of property and equipment, net		3,149			(1,208	)		(1,273	)
Changes in assets and liabilities, net of acquisitions:
Receivables		(26,499	)		(8,291	)		89,025
Prepaid expenses		320			3,860			(5,689	)
Accounts payable		(72	)		(5,125	)		(33,589	)
Accrued incentive compensation		(19,728	)		4,782			(4,448	)
Accrued liabilities, excluding accrued incentive compensation and employee benefits		22,208			10,718			(6,040	)
Self-insurance accruals		16,955			(642	)		13,045
Income taxes		(19,233	)		23,393			14,815
Employee benefits		(41,376	)		(19,373	)		(23,295	)
Deferred charges and credits		(6,771	)		(3,307	)		12,232
Other		(7,228	)		(8,845	)		(4,380	)
Net Cash Provided by Operating Activities		304,486			373,873			433,700
Investing Activities
Capital expenditures		(234,430	)		(139,429	)		(299,211	)
Software expenditures		(10,235	)		(12,124	)		(8,892	)
Proceeds from sales of property and equipment, net		8,841			27,758			8,118
Proceeds from sale-leaseback transaction		40,380			—			—
Proceeds from sale of businesses and equity investment		—			51,900			8,000
Acquisitions, net of cash acquired		—			(839,796	)		—
Net decrease in marketable securities		22,502			154,525			17,825
Net Cash Used in Investing Activities		(172,942	)		(757,166	)		(274,160	)
Financing Activities
Net proceeds from issuance of debt		—			846,049			—
Repayment of debt and guarantees		(22,704	)		(443,635	)		(15,033	)
Net repayment of short-term borrowings		(1,249	)		—			—
Proceeds from exercise of stock options		10,149			8,229			12,235
Excess tax benefit from stock option exercises		755			583			2,674
Payments of common dividends		(18,274	)		(18,191	)		(19,693	)
Payments of preferred dividends		(7,373	)		(7,931	)		(8,457	)
Repurchases of common stock		—			(89,865	)		(350,215	)
Net Cash Provided by (Used in) Financing Activities		(38,696	)		295,239			(378,489	)
Net Cash Provided by (Used in) Continuing Operations		92,848			(88,054	)		(218,949	)
Discontinued Operations
Net Cash Provided by (Used in) Operating Activities		9,107			4,313			(35,109	)
Net Cash Used in Investing Activities		—			—			(178	)
Net Cash Provided by (Used in) Discontinued Operations		9,107			4,313			(35,287	)
Increase (Decrease) in Cash and Cash Equivalents		101,955			(83,741	)		(254,236	)
Cash and Cash Equivalents, End of Year	$	278,253		$	176,298		$	260,039
Supplemental Disclosure
Cash paid for income taxes, net of refunds	$	46,655		$	35,210		$	89,191
Cash paid for interest, net of amounts capitalized	$	56,090		$	47,555		$	41,374

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

44

Con-way Inc.

Statements of Consolidated Shareholders’ Equity

	Preferred Stock																						Accumulated
	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			Income (Loss)			Income (Loss)
	(Dollars in thousands except per share data)
Balance, December 31, 2005		641,359			6		61,204,263		38,253			626,287			(43,706	)		607,783			(293,380	)		(37,107	)
Net income		—			—		—		—			—			—			266,132			—			—		$	266,132
Other comprehensive income:
Foreign currency translation adjustment		—			—		—		—			—			—			—			—			221			221
Minimum pension liability adjustment, net of deferred tax of $10,885		—			—		—		—			—			—			—			—			17,025			17,025
Comprehensive income																										$	283,378
Exercise of stock options, including tax benefits of $4,317		—			—		392,200		246			16,306			—			—			—			—
Share-based compensation, including tax benefits of $848		—			—		20,186		(65	)		8,359			—			—			(2,107	)		—
Adjustment to initially apply SFAS 123R		—			—		—		—			(3,078	)		3,078			—			—			—
Primary DC Plan deferred compensation		—			—		—		—			—			9,137			—			—			—
Repurchased common stock issued for conversion of preferred stock		(37,543	)		—		—		—			(6,773	)		—			—			6,773			—
Treasury stock repurchases		—			—		—		—			—			—			—			(350,215	)		—
Common dividends declared ($.40 per share)		—			—		—		—			—			—			(19,693	)		—			—
Series B, Preferred dividends ($12.93 per share), net of tax benefits of $1,019		—			—		—		—			—			—			(7,154	)		—			—
Adjustment to initially apply SFAS 158 — recognition provision net of deferred tax of $61,088		—			—		—		—			—			—			—			—			(95,549	)
Balance, December 31, 2006		603,816		$	6		61,616,649	$	38,434		$	641,101		$	(31,491	)	$	847,068		$	(638,929	)	$	(115,410	)
Net income		—			—		—		—			—			—			152,912			—			—		$	152,912
Other comprehensive income:
Foreign currency translation adjustment		—			—		—		—			—			—			—			—			699			699
Employee benefit plans
Actuarial gain, net of deferred tax of $47,126		—			—		—		—			—			—			—			—			73,711			73,711
Prior-service credit, net of deferred tax of $7,356		—			—		—		—			—			—			—			—			11,506			11,506
Comprehensive income																										$	238,828
Exercise of stock options, including tax benefits of $1,530		—			—		247,657		155			9,604			—			—			—			—
Share-based compensation, including tax benefits of $110		—			—		50,189		26			11,326			—			—			(308	)		—
Primary DC Plan deferred compensation		—			—		—		—			—			10,686			—			—			—
Repurchased common stock issued for conversion of preferred stock		(42,818	)		—		—		—			(8,519	)		—			—			8,519			—
Treasury stock repurchases		—			—		—		—			—			—			—			(89,865	)		—
Common dividends declared ($.40 per share)		—			—		—		—			—			—			(18,191	)		—			—
Series B, Preferred dividends ($12.93 per share), net of tax benefits of $691		—			—		—		—			—			—			(6,960	)		—			—
Adjustment to initially apply SFAS 158 — measurement provision, net of deferred tax of $8,321		—			—		—		—			—			—			(2,586	)		—			15,602

45

	Preferred Stock																						Accumulated
	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			Income (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 $227,374		—			—			—		—		—			—			—			—			(355,792	)		(355,792	)
Prior-service credit, net of deferred tax of $1,729		—			—			—		—		—			—			—			—			(2,705	)		(2,705	)
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 $41		—			—			141,503		33		6,662			—			—			(274	)		—
Primary DC Plan deferred compensation		—			—			—		—		—			10,370			—			—			—
Repurchased common stock issued for conversion of preferred stock		(37,087	)		(1	)		—		—		(7,761	)		—			—			7,762			—
Treasury stock repurchases		—			—			—		—		—			—			—			—			—
Common dividends declared ($.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	)

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

46

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 15, “Segment Reporting,” for financial reporting purposes, Con-way is divided into five reporting segments: Freight, Logistics, Truckload, Vector 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. In 2007, a difference existed between Con-way’s fiscal year-end and the reporting year-end of certain acquired companies. In 2008, the lag period was eliminated and there was no longer a difference between Con-way’s fiscal year-end and the reporting year-end of the acquired companies. This lag period was no more than one month and did not have a material effect on Con-way’s financial condition, results of operations or cash flows.

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 accounts receivable allowances, impairment of goodwill and long-lived assets, 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. Illiquid credit markets, volatile equity, foreign-currency, and fuel markets, and declines in consumer spending have combined to 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 earned discounts, are recognized at the time of shipment.

Menlo Worldwide Logistics recognizes revenue in accordance with contractual terms as services are provided. 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, 2008 and 2007, unearned revenue of $15.1 million and $3.1 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, 2008 and 2007, these deferred setup costs of $14.5 million and $1.0 million were reported in the consolidated balance sheets as deferred charges and other assets. The increases in unearned revenue and deferred set up costs were due primarily to the Defense Transportation Coordination Initiative contract.

Cash Equivalents and Marketable Securities:  Cash and cash equivalents consist of short-term interest-bearing instruments with maturities of three months or less at the date of purchase. At December 31, 2008 and 2007,

47

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

cash-equivalent investments of $264.9 million and $160.2 million, respectively, consisted primarily of commercial paper 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 in shareholders’ equity, unless an unrealized loss is an other-than-temporary loss. If the unrealized loss is determined to be other than temporary, the loss is recognized in earnings.

At December 31, 2008 and 2007, Con-way held available-for-sale marketable securities of $6.7 million and $30.0 million, respectively. At December 31, 2008, these investments consisted mostly of one long-term available-for-sale auction-rate security, and at December 31, 2007, consisted of short-term auction-rate securities and variable-rate demand notes. Auction-rate securities and variable-rate demand notes have contractual maturities of greater than three months at the date of purchase and interest or dividend rates that reset every 7 to 35 days. Due primarily to liquidity issues in the auction-rate markets, Con-way in 2008 recorded a $0.8 million temporary decline in the carrying value of marketable securities, as more fully discussed in Note 6, “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:

	Balance at		Additions				Write-offs Net of			Balance at
	Beginning of Period		Charged to Expense		Acquisitions		Recoveries			End of Period
	(Dollars in thousands)
2008	$	3,701	$	10,979	$	—	$	(9,432	)	$	5,248
2007		3,590		3,343		947		(4,179	)		3,701
2006		6,769		2,902		—		(6,081	)		3,590

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

Estimates for billing adjustments, including those related to weight and freight-classification verifications, or 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)
2008	$	8,372	$	—	$	126,647	$	(121,261	)	$	13,758
2007		10,848		—		71,984		(74,460	)		8,372
2006		8,219		—		77,970		(75,341	)		10,848

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 13 years for revenue equipment, and 3 to 10 years for most other equipment. Leasehold improvements are amortized over the shorter of the terms of the respective leases or the useful lives of the assets. 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.

48

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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.

Expenses associated with Con-way’s re-branding initiative are expensed as incurred and are primarily classified as maintenance expense. Launched in 2006, the re-branding initiative consisted primarily of the costs to convert Con-way Freight’s tractors and trailers to the new Con-way graphic identity, and was substantially completed in 2008. Con-way recognized re-branding expenses of $5.2 million in 2008, $14.3 million in 2007 and $1.7 million in 2006.

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 $14.4 million in 2008, $13.4 million in 2007 and $14.2 million in 2006. Accumulated amortization at December 31, 2008 and 2007 was $121.8 million and $110.5 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, “Acquisitions.”

Book Overdrafts:  In September 2008, Con-way made a change to banking services that resulted in a change to the classification of drafts from accounts payable to a reduction in cash and cash equivalents. At December 31, 2008, the amount of drafts outstanding on a zero-balance sweep account exceeded cash held in all other accounts at the same bank. The resulting book overdraft of $30.4 million at December 31, 2008 was included in accounts payable. At December 31, 2007, $31.7 million of drafts were reported as accounts payable.

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 on hand, and would effectively be a loan to Con-way.

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 purchased insurance and self-insurance programs to provide for the costs of medical, casualty, liability, 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

49

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

the balance sheet date, including claims not reported. Changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates.

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, 2008 and 2007, Con-way had recorded a liability related to assumed claims of $36.1 million and $31.3 million, respectively, and had recorded a receivable from the re-insurance pool of $29.8 million and $28.0 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 $1.7 million in 2008, no net effect on operating results in 2007, and operating expense of $0.2 million in 2006.

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.

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 $8.9 million in 2008, $8.5 million in 2007 and $9.7 million in 2006.

50

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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

	Years Ended December 31,
	2008		2007			2006
	(Dollars in thousands except per share data)
Numerator:
Continuing operations (after preferred stock dividends), as reported	$	58,635	$	146,815		$	265,177
Add-backs:
Dividends on Series B preferred stock, net of replacement funding		1,147		1,134			1,141
Continuing operations		59,782		147,949			266,318
Discontinued operations		8,326		(863	)		(6,199	)
Available to common shareholders	$	68,108	$	147,086		$	260,119
Denominator:
Weighted-average common shares outstanding		45,427,317		45,318,740			48,962,382
Stock options and nonvested stock		265,541		367,871			475,193
Series B preferred stock		2,926,434		2,641,173			2,842,766
		48,619,292		48,327,784			52,280,341
Anti-dilutive stock options not included in denominator		1,608,405		889,565			338,600
Earnings (Loss) per Diluted Share:
Continuing operations	$	1.23	$	3.06		$	5.09
Discontinued operations		0.17		(0.02	)		(0.11	)
Available to common shareholders	$	1.40	$	3.04		$	4.98

New Accounting Standards:  In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB 51.” Under the new statement, noncontrolling interests in the net assets of subsidiaries must be reported in the balance sheet within equity. On the face of the income statement, SFAS 160 requires disclosure of the amounts of consolidated net income attributable to both the parent and to the noncontrolling interest. The effective date of SFAS 160 is the first fiscal year beginning after December 15, 2008, and interim periods within those years, which for Con-way is the first quarter of 2009. Con-way does not expect the adoption of SFAS 160 to have a material effect on its financial statements.

In December 2007, the FASB issued SFAS 141(revised 2007), “Business Combinations” (“SFAS 141R”). The statement changes the acquisition-date and subsequent-period accounting associated with business acquisitions. Several of the changes have the potential to generate greater earnings volatility in connection with and after an acquisition. The most significant provisions of SFAS 141R result in a change in the accounting for transaction costs, contingencies and acquisition-date accounting estimates. Under the new statement, transaction costs and transaction-related restructuring charges will be expensed as incurred instead of being included in the determination of the purchase price. Certain contingent assets and liabilities will be recognized at fair value. If new information is available after the acquisition, these amounts may be subject to remeasurement. Changes to contingent consideration estimates will be included in earnings. Also, adjustments to acquisition-date accounting estimates will be accounted for as adjustments to prior-period financial statements. The effective date of SFAS 141R is the first fiscal

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

year beginning after December 15, 2008, which for Con-way is 2009. Con-way is evaluating the effect of adopting SFAS 141R.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS 133.” The statement amends and expands the disclosure requirements in SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” to provide an enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and how derivative instruments affect an entity’s financial condition, results of operations and cash flows. The effective date of SFAS 161 is for annual and interim periods beginning after November 15, 2008, which for Con-way is the first quarter of 2009. Con-way does not expect the adoption of SFAS 161 to have a material effect on its financial statements.

In May 2008, the FASB issued SFAS 163, “Accounting for Financial Guarantee Contracts — an interpretation of SFAS 60.” This statement prescribes a recognition approach under which a claim liability is recognized when an insurer of a financial obligation expects that a claim loss will exceed the unearned premium revenue. The effective date of SFAS 163 is for annual and interim periods beginning after December 15, 2008, which for Con-way is the first quarter of 2009. Con-way does not expect the adoption of SFAS 163 to have a material effect on its financial statements.

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

2.   Acquisitions

Contract Freighters, Inc.

On August 23, 2007, Con-way acquired the outstanding common shares of Transportation Resources, Inc. (“TRI”). TRI is the holding company for Contract Freighters, Inc. and other affiliated companies (collectively, “CFI”). Following the acquisition of CFI, the operating results of CFI are reported with the operating results of Con-way’s former truckload operation in the Truckload reporting segment. In September 2007, Con-way integrated the former truckload operation with the CFI business unit. The name of the CFI business unit was changed to Con-way Truckload in January 2008. The purchase price for CFI was $752.3 million.

Cougar Logistics

On September 5, 2007, Menlo Worldwide, LLC (“MW”) acquired the outstanding common shares of Cougar Holdings Pte Ltd., and its primary subsidiary, Cougar Express Logistics (collectively, “Cougar Logistics”). Following the acquisition, the operating results of Cougar Logistics are reported with the operating results of the Menlo Worldwide Logistics business unit in the Logistics reporting segment. The purchase price for Cougar Logistics was $28.7 million.

Chic Logistics

On October 18, 2007, MW acquired the outstanding common shares of Chic Holdings, Ltd. and its wholly owned subsidiaries, Shanghai Chic Logistics Co. Ltd. and Shanghai Chic Supply Chain Management Co. Ltd. (collectively, “Chic Logistics”). Following the acquisition, the operating results of Chic Logistics are reported with the operating results of the Menlo Worldwide Logistics business unit in the Logistics reporting segment. The purchase price for Chic Logistics was $59.1 million.

The purchase price for Chic Logistics was subject to provisions that could have potentially increased the purchase price. Con-way has determined that no amounts will be payable under these provisions, which were based on earnings subsequent to the acquisition.

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

Pro Forma Financial Information

The following unaudited pro forma condensed financial information presents the combined results of operations of Con-way as if the CFI acquisition had occurred as of the beginning of the periods presented, and based on Con-way’s assessment of significance, does not reflect the acquisition of Cougar Logistics or Chic Logistics. The unaudited pro forma condensed consolidated financial information is for illustrative purposes only, and does not purport to represent what Con-way’s financial information would have been if the acquisition had occurred as of the dates indicated or what such results will be for any future periods.

The unaudited financial information reflects pro forma adjustments that are based upon available information and certain assumptions that Con-way believes are reasonable, including estimates related to purchase-method fair-value accounting adjustments, the effect of financing transactions and conforming changes in accounting policies. However, the pro forma condensed consolidated statements of income from continuing operations reflect only pro forma adjustments expected to have a continuing effect on the consolidated results beyond 12 months from the consummation of the acquisition and do not reflect any changes in operations that may occur, including synergistic benefits that may be realized through the acquisition or the costs that may be incurred in integrating operations.

	Years Ended December 31,
	2007		2006
	(Dollars in thousands except per share amounts)
Revenue	$	4,697,588	$	4,700,636
Income from continuing operations		177,317		277,756
Net income		157,842		271,557
Net income available to common shareholders		148,410		264,403
Earnings per share
Basic	$	3.27	$	5.40
Diluted		3.09		5.08

Goodwill and Intangible Assets

The excess of an acquired entity’s purchase price over the amounts assigned to assets acquired (including separately recognized intangible assets) and liabilities assumed is recorded as goodwill. 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.

In connection with the acquisitions in 2007, Con-way recognized goodwill. As a result of the annual impairment test in the fourth quarter of 2008, Con-way determined that the goodwill related to Chic Logistics was impaired and, as a result, Menlo Worldwide Logistics recognized a $31.8 million impairment charge. For the valuation of Chic Logistics, Con-way utilized a discounted cash flow model. The impairment was primarily due to decreases in actual and projected operating income and a higher discount rate that reflects current economic and market conditions. Con-way concluded that the goodwill of Con-way Truckload and Cougar Logistics was not impaired as of December 31, 2008.

During 2008, Con-way finalized the purchase-price accounting and made revisions to the preliminary estimates and evaluations, including valuations of tangible and intangible assets and certain contingencies, as information was received from third parties. Accordingly, Con-way made revisions to the estimated fair value of net assets acquired in connection with the purchase of CFI and Chic Logistics, including $20.1 million in increases to

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

the fair values of intangible assets, primarily customer relationships, and a $7.5 million increase related to liabilities assumed for foreign income-tax contingencies. In addition, adjustments were made to deferred taxes relating to the fair value of assets acquired. These changes in assets acquired and liabilities assumed affect the amount of goodwill recorded.

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

	Logistics			Truckload			Other		Total
	(Dollars in thousands)
Balances at December 31, 2006	$	—		$	—		$	727	$	727
Goodwill acquired		54,837			471,573			—		526,410
Change in foreign currency exchange rates		309			—			—		309
Balances at December 31, 2007		55,146			471,573			727		527,446
Adjustment to fair value		(11,020	)		(8,814	)		—		(19,834	)
Liabilities assumed		7,537			—			—		7,537
Adjustment to deferred taxes		2,755			1,839			—		4,594
Impairment charge		(31,822	)		—			—		(31,822	)
Direct transaction costs		282			—			—		282
Change in foreign currency exchange rates		(247	)		—			—		(247	)
Balances at December 31, 2008	$	22,631		$	464,598		$	727	$	487,956

In connection with the acquisitions, Con-way recognized as definite-lived intangible assets the estimated fair value of acquired customer relationships and trademarks. Intangible assets consisted of the following:

			December 31, 2008				December 31, 2007
	Weighted-Average		Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Life (Years)		Amount		Amortization		Amount		Amortization
	(Dollars in thousands)
Customer relationships		9.4	$	31,152	$	4,714	$	18,046	$	731
Trademarks		2.0		2,550		1,652		1,710		245
			$	33,702	$	6,366	$	19,756	$	976

As the result of lower projected revenues (including reduced revenue from a significant customer) at Chic Logistics, Con-way evaluated the fair value of Chic Logistics’ customer-relationship intangible asset. As a result, Menlo Worldwide Logistics recognized a $6.0 million impairment loss in the fourth quarter of 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.

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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 $5.4 million in 2008 and $1.0 million in 2007. Estimated amortization expense for the next five years is presented in the following table:

	(Dollars in thousands)
Year ending December 31:
2009	$	4,400
2010		3,500
2011		3,500
2012		3,200
2013		2,800

3.   Restructuring Activities

During 2007 and 2008, Con-way Freight and Con-way Truckload incurred expenses in connection with a number of restructuring activities. These expenses are reported as restructuring charges in the statements of consolidated income, except where otherwise noted. As detailed below, Con-way recognized expenses of $26.5 million in 2008 and $14.7 million in 2007, and expects to recognize $2.3 million of additional expense. Con-way’s remaining liability for amounts expensed but not yet paid was $12.4 million at December 31, 2008.

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.

The following table summarizes the effect Con-way Freight’s operational restructuring for the years ended December 31, 2008 and 2007:

				Facility and
	Employee-			Lease-			Asset-
	Separation			Termination			Impairment
	Costs			Costs			Charges			Other			Total
	(Dollars in thousands)
2007 restructuring charges	$	6,229		$	2,794		$	2,401		$	1,824		$	13,248
Cash payments		(4,444	)		—			—			(1,232	)		(5,676	)
Write-offs		—			—			(2,401	)		—			(2,401	)
Balance at December 31, 2007		1,785			2,794			—			592			5,171
2008 restructuring charges		890			1,542			—			962			3,394
Cash payments		(2,675	)		(1,174	)		—			(1,514	)		(5,363	)
Balance at December 31, 2008	$	—		$	3,162		$	—		$	40		$	3,202
Total expense recognized to date	$	7,119		$	4,336		$	2,401		$	2,786		$	16,642

In addition to the amounts summarized above, Con-way recognized an additional $2.6 million in 2008 for other related costs, consisting primarily of consulting fees, which are reported as other operating expenses in the statements of consolidated income.

55

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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 approximately 40 service centers, with shipment volumes from closing locations redistributed and balanced among more than 100 nearby service centers.

The following table summarizes the effect of the network re-engineering for the year ended December 31, 2008:

				Facility and
	Employee-			Lease-			Asset-
	Separation			Termination			Impairment
	Costs			Costs			Charges			Total
	(Dollars in thousands)
2008 restructuring charges	$	5,644		$	7,748		$	1,634		$	15,026
Cash payments		(5,385	)		(535	)		—			(5,920	)
Write-offs		—			—			(1,634	)		(1,634	)
Balance at December 31, 2008	$	259		$	7,213		$	—		$	7,472
Total expense recognized to date	$	5,644		$	7,748		$	1,634		$	15,026
Expected remaining expenses		1,400			—			—			1,400

The expected remaining expenses for the network re-engineering relate primarily to employee relocation and will be expensed as incurred.

Economic Workforce Reduction

In response to a decline in year-over-year business volumes that accelerated during the fourth quarter of 2008, Con-way Freight reduced its workforce by 1,450 positions in December 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.

The following table summarizes the effect of the workforce reduction for the year ended December 31, 2008:

	Employee-Separation Costs
	(Dollars in thousands)
2008 restructuring charges	$	5,453
Cash payments		(3,711	)
Balance at December 31, 2008	$	1,742
Total expense recognized to date	$	5,453
Expected remaining expenses		900

The expected remaining expenses for the workforce reduction relate primarily to employee relocation and will be expensed as incurred.

Con-way Truckload

In connection with the acquisition of CFI, as more fully discussed in Note 2, “Acquisitions,” Con-way in September 2007 integrated the former truckload operation with the CFI business unit. In connection with the integration, Con-way closed the general office of the pre-acquisition truckload business unit and incurred a $1.5 million restructuring charge in 2007, primarily for costs related to employee separation, lease termination and asset impairment. Con-way completed the Con-way Truckload reorganization in 2007.

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

4.   Discontinued Operations

Discontinued operations in the periods presented relate to (1) the closure of Con-way Forwarding in 2006, (2) the sale of Menlo Worldwide Forwarding, Inc. and its subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively “MWF”) in 2004, (3) the shut-down of Emery Worldwide Airlines, Inc. (“EWA”) in 2001 and the termination of its Priority Mail contract with the USPS in 2000, and (4) the spin-off of Consolidated Freightways Corporation (“CFC”) in 1996. The results of operations and cash flows of discontinued operations have been segregated from continuing operations.

Results of discontinued operations are summarized below:

	Years Ended December 31,
	2008		2007			2006
	(Dollars in thousands)
Revenues
Con-way Forwarding	$	—	$	—		$	21,699
Loss from Discontinued Operations
Con-way Forwarding
Loss before income tax benefit	$	—	$	—		$	(2,963	)
Income tax benefit		—		—			1,034
	$	—	$	—		$	(1,929	)
Gain (Loss) from Disposal, net of tax
Con-way Forwarding	$	15	$	88		$	(4,162	)
MWF		174		(183	)		1,246
EWA		7,960		2,325			(1,188	)
CFC		177		(3,093	)		(166	)
	$	8,326	$	(863	)	$	(4,270	)

Con-way Forwarding

In 2006, Con-way closed the operations of its domestic air freight forwarding business known as Con-way Forwarding. The decision to close the business unit was made following management’s review of the unit’s competitive position and its prospects in relation to Con-way’s long-term strategies. As a result of the closure, Con-way in 2006 recognized net losses of $4.2 million (net of $3.0 million of tax benefits) for the write-off of non-transferable capitalized software and other assets, a loss related to non-cancelable operating leases, and other costs. Following the closure, the results from Con-way Forwarding related to adjustments to loss estimates.

MWF

In 2004, Con-way and MW sold to United Parcel Service, Inc. (“UPS”) all of the issued and outstanding capital stock of MWF. Con-way agreed to indemnify UPS against certain losses that UPS may incur after the closing of the sale with certain limitations. Any losses related to these indemnification obligations or any other costs, including any future cash expenditures related to the sale that have not been estimated and recognized, will be recognized in future periods as an additional loss from disposal when and if incurred. In the periods presented, the results from MWF related to adjustments to loss estimates.

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

EWA

In the periods presented, results from EWA reflect gains related to the recovery of prior losses, as more fully discussed below, and adjustments to loss estimates. Due primarily to the resolution of labor matters in 2008, EWA’s estimated loss reserves of $3.3 million at December 31, 2007 were eliminated, as described below.

In connection with the cessation of its air-carrier operations in 2001, EWA terminated the employment of all of its pilots and flight crewmembers. Those pilots and crewmembers were represented by the Air Line Pilots Association (“ALPA”) under a collective bargaining agreement. Subsequently, ALPA filed grievances on behalf of the pilots and flight crewmembers protesting the cessation of EWA’s air-carrier operations and MWF’s use of other air carriers. These matters have been the subject of litigation in U.S. District Court and state court in California, including litigation brought by ALPA and by former EWA pilots and crewmembers no longer represented by ALPA. On June 30, 2006, EWA, for itself and for Con-way Inc. and Menlo Worldwide Forwarding, Inc. (“MWF, Inc.”), concluded a final settlement of the California state court litigation. Under the terms of the settlement, plaintiffs received a cash payment of $9.2 million from EWA, and the lawsuit was dismissed with prejudice. On August 8, 2006, EWA paid $10.9 million to settle the U.S. District Court litigation brought by ALPA that finally concluded litigation with former EWA pilots and flight crewmembers still represented by ALPA as of that date. The cash settlements reduced by an equal amount EWA’s estimated loss reserve applicable to the grievances filed by ALPA.

Two additional actions were brought by groups of former EWA pilots and flight crewmembers no longer represented by ALPA. One action brought in federal court in Ohio in February 2007 was settled in April 2008 for $627,000. In the second action, which was ordered by the court to binding arbitration, the arbitrator granted EWA’s motion to dismiss the arbitration in April 2008. The arbitrator’s decision is now final, and accordingly, a $1.6 million gain (net of tax of $1.0 million) was recognized to eliminate the previously accrued reserves associated with the contingency.

In October 2008, Con-way and one of its insurers entered into an agreement providing for the settlement of coverage litigation brought by the insurer against Con-way, in response to Con-way’s request for reimbursement of amounts Con-way paid in settlement of the actions described above. In connection with this settlement agreement, Con-way received a $10.0 million payment in November 2008 and recognized a gain of $6.3 million (net of tax of $3.7 million) in the fourth quarter of 2008. In the first quarter of 2007, Con-way received a $5.0 million payment from an insurer and recognized a gain of $3.1 million (net of tax of $1.9 million) that related to a recovery of prior losses.

CFC

In 1996, Con-way completed the spin-off of CFC to Con-way’s shareholders. In connection with the spin-off of CFC, Con-way agreed to indemnify certain states, insurance companies and sureties against the failure of CFC to pay certain workers’ compensation, tax and public liability claims that were pending as of September 30, 1996. In the periods presented, Con-way’s losses related to CFC were due to revisions of estimated losses related to indemnified workers’ compensation liabilities.

In 2008, the results of CFC include $8.0 million of payments received by Con-way related to CFC’s bankruptcy proceedings and an $8.0 million payment made by Con-way under the terms of its settlement with Central States, Southeast and Southwest Areas Pension Funds (“Central States”), as more fully discussed below and in Note 14, “Commitments and Contingencies.” In connection with these payments, Con-way recognized a gain of $0.4 million (net of tax of $0.2 million).

Following CFC’s bankruptcy filing in September 2002, Con-way filed a number of proofs of claims against the CFC bankruptcy estate, resulting in a total of $35.8 million of allowed claims against the estate. In November 2008, Con-way received a payment of $5.0 million with respect to its allowed claims. In addition to the distribution received from the CFC bankruptcy estate, in October 2008 Con-way received a payment of $3.0 million from the proceeds of the sale of the assets of CFC’s Canadian subsidiaries, which were not included as debtors in CFC’s

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

U.S. bankruptcy proceedings. Under the terms of its settlement with Central States, Con-way agreed to instruct the trustee of the CFC bankruptcy estate to deliver to Central States all future payments on account of Con-way’s allowed claims. As a result, Con-way will receive no further distributions from the CFC bankruptcy estate.

5.   Sale of Unconsolidated Joint Venture

Vector SCM, LLC (“Vector”) was a joint venture formed with General Motors (“GM”) in 2000 for the purpose of providing logistics management services on a global basis for GM, and for customers in addition to GM.

GM Exercise of Call Right

In June 2006, GM exercised its right to purchase Con-way’s membership interest in Vector. Con-way in December 2006 recognized a receivable from GM of $51.9 million (an amount equal to the $84.8 million fair value of Con-way’s membership interest reduced by Con-way’s $32.9 million payable to Vector) and also recognized a $41.0 million gain (an amount equal to the $51.9 million receivable reduced by Con-way’s $9.0 million net investment in Vector and $1.9 million of sale-related costs). In January 2007, Con-way received a $51.9 million payment from GM. Following negotiation with GM in the first quarter of 2007, an additional receivable of $2.7 million due from GM could not be collected, and accordingly, a $2.7 million loss was recognized in the Vector reporting segment to write off the outstanding receivable from GM.

Transition and Related Services

Pursuant to a closing agreement, GM and Con-way specified the transition services, primarily accounting assistance, and the compensation amounts for such services, provided to GM through December 31, 2008. In addition, Con-way provides GM certain information-technology support services. Under these agreements, Menlo Worldwide Logistics reported revenue of $11.2 million in 2008 and $10.9 million in 2007, primarily for information-technology services provided to GM.

Summarized Financial Information for Vector

The table below summarizes results of operations of Vector. Vector’s segment results prior to June 30, 2006 include the proportionate share of Vector’s net income, and subsequent to June 30, 2006, include only profits associated with the settlement of business-case activity related to the periods prior to June 30, 2006.

	Six Months
	Ended
	June 30, 2006
	(Dollars in thousands)
Revenues	$	43,349
Operating Income		13,301
Income Before Income Taxes		14,173
Net Income		10,420

6.   Fair-Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair-Value Measurements,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair-value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair-value measurements and does not require any new fair-value measurements. In February 2008, the FASB issued FASB Staff Position SFAS 157-2 (“FSP SFAS 157-2”). FSP SFAS 157-2 delays the effective date of the application of SFAS 157 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value on a recurring basis, until fiscal years beginning after November 15, 2008, and interim periods within those years, which for Con-way is the first quarter of 2009. Con-way adopted SFAS 157 effective January 1, 2008, except for the provisions that were delayed

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

by FSP SFAS 157-2. Nonfinancial assets for which Con-way has not applied the provisions of SFAS 157 include those measured at fair value in the impairment testing of goodwill and intangible assets and those initially measured at fair value in a business combination, but not measured at fair value in subsequent periods. In October 2008, the FASB issued FASB Staff Position SFAS 157-3 (“FSP SFAS 157-3”) to clarify the application of SFAS No. 157 when the market for a financial asset is not active. Con-way’s adoption of this FSP did not have a material effect on Con-way’s financial statements for the periods presented.

SFAS 157 requires that assets and liabilities reported at fair value be classified in one of the following three levels:

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

The following table summarizes the valuation of financial instruments by the SFAS 157 levels:

	December 31, 2008
	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Cash and cash equivalents	$	278,253	$	278,253	$	—	$	—
Marketable securities		6,726		14		—		6,712

Cash and cash equivalents consist of short-term interest-bearing instruments with maturities of three months or less at the date of purchase. The carrying amount of these instruments approximates their fair value due to their short maturity.

At December 31, 2008, Con-way’s marketable securities consisted mostly of one auction-rate security with a par value of $7.5 million. The liquidity of auction-rate securities has been adversely affected by auction failures that have prevented investors from selling the securities on predetermined auction dates. Accordingly, Con-way reclassified the auction-rate security from current marketable securities to long-term marketable securities. Due to the lack of quoted market prices at December 31, 2008, Con-way’s auction-rate security was valued with an income approach that utilized a discounted cash flow model.

Due primarily to liquidity issues in the auction-rate markets, the fair value of Con-way’s auction-rate security declined below par at December 31, 2008. As a result, Con-way recorded a $0.8 million decline in the carrying value of marketable securities with an equal and offsetting unrealized loss in accumulated other comprehensive income (loss). Con-way has evaluated the unrealized loss and concluded that the decline in fair value is temporary.

The following table summarizes the change in fair values of financial instruments valued using Level 3 inputs:

	Marketable Securities
	(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

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

7.   Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
	2008		2007
	(Dollars in thousands)
Compensated absences	$	81,064	$	74,408
Employee benefits		48,591		56,290
Wages and salaries		26,845		32,012
Taxes other than income taxes		20,624		23,771
Interest		20,460		6,681
Incentive compensation		14,229		33,957
Other		46,537		31,134
Total accrued liabilities	$	258,350	$	258,253

8.   Debt and Other Financing Arrangements

Long-term debt and guarantees consisted of the following:

	December 31,
	2008			2007
	(Dollars in thousands)
Mortgage note payable, 7.63%, due 2008 (interest payable monthly)	$	—		$	2,004
Primary DC Plan Notes guaranteed, 8.54%, due 2009 (interest payable semi-annually)		22,700			43,400
Promissory note, 6.00%, due 2009 (interest paid quarterly)		1,100			1,100
87/8% Notes due 2010 (interest payable semi-annually)		200,000			200,000
Fair market value adjustment		8,463			14,420
Discount		(235	)		(394	)
		208,228			214,026
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		(7,004	)		(7,104	)
		292,996			292,896
		950,024			978,426
Less current maturities		(23,800	)		(22,704	)
Long-term debt and guarantees	$	926,224		$	955,722

Revolving Credit Facility:  Con-way has a $400 million revolving credit facility that matures on September 30, 2011. The revolving credit facility is available for cash borrowings and for the issuance of letters of credit up to $400 million. At December 31, 2008 and 2007, no borrowings were outstanding under the revolving credit facility. At December 31, 2008, $208.1 million of letters of credit were outstanding, with $191.9 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 total letters of credit outstanding at December 31, 2008 provided collateral for Con-way’s self-insurance programs.

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Borrowings under the agreement bear interest at a rate based upon the lead bank’s base rate or eurodollar rate plus a margin dependent on either Con-way’s senior debt credit ratings or a leverage ratio. The credit facility fee ranges from 0.07% to 0.175% applied to the total facility of $400 million based on Con-way’s current credit ratings. 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 incurrence of liens, (ii) consolidations, mergers and asset sales, and (iii) the incurrence of additional subsidiary indebtedness.

Other Credit Facilities and Short-term Borrowings:  Con-way had other uncommitted unsecured credit facilities totaling $74.0 million at December 31, 2008, which are available to support borrowings, letters of credit, bank guarantees and overdraft facilities. On that same date, $22.8 million of bank guarantees, letters of credit and overdraft facilities, and $7.5 million of short-term borrowings were outstanding, leaving $43.7 million of available capacity. Excluding the non-interest bearing borrowings described below, the weighted average interest rate on the short-term borrowings was 5.6% and 2.9% at December 31, 2008 and December 31, 2007, respectively.

Of the short-term borrowings outstanding at December 31, 2008, $3.3 million in non-interest bearing borrowings 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.

Mortgage Note Payable:  Con-way’s mortgage note payable was repaid in February 2008.

Primary DC Plan Notes:  Con-way guaranteed the notes issued by Con-way’s Retirement Savings Plan, a voluntary defined contribution retirement plan that is more fully discussed in Note 12, “Employee Benefit Plans.” Con-way repaid the $22.7 million outstanding under the Series B notes at maturity in January 2009.

Promissory Note:  In connection with Con-way’s acquisition of CFI, Con-way assumed a $1.1 million promissory note that bears interest of 6.0% and is due in full on December 31, 2009.

87/8% Notes due 2010:  The $200 million aggregate principal amount of 87/8% Notes contain certain covenants limiting the incurrence of additional liens. Prior to their termination in December 2002, Con-way had designated four interest-rate swap derivatives as fair-value hedges to mitigate the effects of interest-rate volatility on the fair value of Con-way’s 87/8% Notes. At the termination date, the $39.8 million estimated fair value of these fair-value hedges was offset by an equal increase to the carrying amount of the hedged fixed-rate long-term debt. The $39.8 million cumulative adjustment of the carrying amount of the 87/8% Notes is accreted to future earnings at the effective interest rate until the debt is extinguished, at which time any unamortized fair-value adjustment would be fully recognized in earnings. Including accretion of the fair-value adjustment and amortization of a discount, interest expense on the 87/8% Notes Due 2010 is recognized at an annual effective interest rate of 5.6%.

7.25% Senior Notes due 2018:  In August 2007, Con-way borrowed $425.0 million under a bridge-loan facility to fund a portion of the purchase price of CFI. In December 2007, Con-way issued $425.0 million of 7.25% Senior Notes and used the net proceeds of the offering and cash on hand to repay all amounts outstanding under the bridge-loan facility. In connection with the issuance of the 7.25% Senior Notes, Con-way capitalized $4.0 million of underwriting fees and related debt costs, which are amortized on the effective-interest method. 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, (ii) consolidations, mergers and asset sales, and (iii) the incurrence of additional subsidiary indebtedness.

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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:  Con-way’s consolidated interest expense as presented in the statements of consolidated income is net of capitalized interest of $645,000 in 2008, $514,000 in 2007 and $917,000 in 2006. The aggregate annual maturities of long-term debt and guarantees for the next five years ending December 31 are $23.8 million in 2009 and $200.0 million in 2010, with no principal payments due in 2011, 2012 or 2013.

At December 31, 2008, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB) and Moody’s (Baa3). On February 27, 2009, Fitch Ratings changed its rating of Con-way to BBB-.

As of December 31, 2008 and 2007, the estimated fair value of long-term debt was $900 million and $1.1 billion, respectively. Fair values were estimated based on current rates offered for debt with similar terms and maturities.

9.   Leases

Con-way and its subsidiaries are obligated under non-cancelable operating leases for certain facilities, equipment and vehicles. Certain leases also contain provisions that allow Con-way to extend the leases for various renewal periods. Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year, at December 31, 2008, were as follows:

	Operating Leases
	(Dollars in thousands)
Year ending December 31:
2009	$	69,655
2010		53,532
2011		37,014
2012		23,601
2013		13,087
Thereafter (through 2018)		30,908
Total minimum lease payments	$	227,797

Future minimum lease payments in the table above are net of $5.6 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, $16.4 million at December 31, 2008, 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

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Notes to Consolidated Financial Statements — (Continued)

of the leases. Each lease contains an option to renew for an additional five-year term. Future minimum payments of $38.0 million associated with these leases are included in the table above.

Rental expense for operating leases comprised the following:

	Years Ended December 31,
	2008			2007			2006
	(Dollars in thousands)
Minimum rentals	$	97,458		$	82,946		$	78,108
Sublease rentals		(3,864	)		(3,795	)		(3,022	)
	$	93,594		$	79,151		$	75,086

10.   Income Taxes

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

	Years Ended December 31,
	2008			2007		2006
	(Dollars in thousands)
Current provision
Federal	$	20,040		$	51,721	$	92,834
State and local		5,772			6,629		14,429
Foreign		3,418			1,936		2,390
		29,230			60,286		109,653
Deferred provision (benefit)
Federal		42,757			26,168		10,346
State and local		2,949			2,355		(21	)
Foreign		(5,442	)		62		—
		40,264			28,585		10,325
	$	69,494		$	88,871	$	119,978

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 before income taxes were as follows:

	Years Ended December 31,
	2008			2007		2006
	(Dollars in thousands)
U.S. sources	$	184,068		$	239,706	$	387,045
Non-U.S. sources		(49,151	)		2,940		5,264
	$	134,917		$	242,646	$	392,309

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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

	Years Ended
	December 31,
	2008			2007			2006
Federal statutory tax rate		35.0	%		35.0	%		35.0	%
State income tax rate, net of federal income tax benefit		5.3			2.9			2.9
Foreign taxes in excess of U.S. statutory rate		1.7			0.4			0.1
Non-deductible operating expenses and tax-exempt income		1.7			0.2			—
U.S. tax on foreign income, net of foreign tax credits		1.0			—			(0.2	)
Non-deductible goodwill impairment and write-down of acquisition- related receivable		9.5			—			—
Utilization of capital-loss carryforward		(0.2	)		—			(4.5	)
IRS settlement		—			—			(3.0	)
Fuel tax credit		(2.1	)		(1.2	)		—
Other, net		(0.4	)		(0.7	)		0.3
Effective income tax rate		51.5	%		36.6	%		30.6	%

The tax provision in 2008 was adversely affected primarily by the non-deductible goodwill impairment charge and write-down of an acquisition-related receivable, and by lower income before income taxes, which increases the percentage effect of permanent and discrete items.

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

	December 31,
	2008			2007
	(Dollars in thousands)
Deferred tax assets
Employee benefits	$	301,023		$	93,616
Self-insurance accruals		47,140			46,836
Capital-loss carryforwards		29,772			29,898
Operating-loss carryforwards		3,718			8,768
Tax-credit carryforwards		6,717			5,216
Share-based compensation		7,825			6,814
Other		25,740			18,510
Valuation allowance		(37,310	)		(41,599	)
		384,625			168,059
Deferred tax liabilities
Property, plant and equipment		251,858			225,582
Prepaid expenses		21,059			16,760
Revenue		10,463			9,726
Other		8,974			11,051
		292,354			263,119
Net deferred tax asset (liability)	$	92,271		$	(95,060	)

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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 $37.3 million and $41.6 million as of December 31, 2008 and 2007, respectively, against deferred tax assets principally associated with capital losses, net operating losses and tax credits, as management believes it is not more likely than not that these assets will be realized. 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 $24.0 million and $7.6 million were included in other accounts receivable in Con-way’s consolidated balance sheets at December 31, 2008 and 2007, respectively.

In June 2006 and October 2005, Con-way entered into settlement agreements with the Internal Revenue Service (“IRS”), pursuant to which the parties settled various issues related to an audit of the years 1995 through 2002. Con-way eliminated related tax liabilities previously recognized for these issues, resulting in tax benefits that reduced Con-way’s tax provision by $12.1 million in 2006.

Con-way’s sale of MWF in 2004 generated a capital loss for tax purposes. Under current tax law, capital losses can only be used to offset capital gains. Since Con-way did not forecast any significant taxable capital gains in the five-year tax carryforward period, the $40.8 million cumulative sale-related tax benefit was fully offset by a valuation allowance of an equal amount. The remaining sale-related capital-loss carryforward at December 31, 2008 and 2007 was $29.8 million and $29.9 million, respectively, and the associated valuation allowance at those dates was $29.5 million and $29.9 million, respectively. Of the remaining $29.8 million of capital-loss carryforwards at December 31, 2008, $28.7 million will expire at year-end 2009 and $1.1 million will expire at year-end 2010.

At December 31, 2008, Con-way also has $3.7 million of operating-loss carryforwards and $6.7 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 $6.2 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 $29.9 million at December 31, 2008), 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 withholding tax that would be payable on remittance of the undistributed earnings would approximate $1.5 million.

Uncertain Tax Positions

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of SFAS 109” (“FIN 48”) clarifies the accounting for uncertainty in tax positions. FIN 48 is a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. Tax positions shall be recognized 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 should be measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. It requires previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold to be derecognized in the first subsequent financial reporting period in which the threshold is no longer met.

Con-way adopted the provisions of FIN 48 on January 1, 2007. As of the adoption date, Con-way reported gross tax-affected unrecognized tax benefits of $7.6 million, including $1.2 million of accrued interest and penalties

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related to the unrecognized tax benefits. Con-way classifies interest and penalties expense related to income taxes as a component of income tax expense. As of the adoption date, Con-way estimated that $5.4 million of the unrecognized tax benefits, if recognized, would change the effective tax rate.

During 2007, Con-way’s estimate of gross tax-affected unrecognized tax benefits increased to $15.2 million (including $5.4 million of accrued interest and penalties), due primarily to liabilities assumed with Con-way’s acquisition of CFI and Chic Logistics. During 2008, the estimate increased to $25.3 million (including $8.2 million of accrued interest and penalties), and was due to changes in estimates of liabilities assumed in connection with Con-way’s acquisition of Chic Logistics and accruals for uncertain tax positions, interest and penalties.

At December 31, 2008 and 2007, Con-way estimated that $14.0 million and $3.7 million, respectively, of the unrecognized tax benefits, if recognized, would change the effective tax rate. During 2008, $1.3 million of interest and penalties were included in income tax expense, while the amount of interest and penalties included in income tax expense was not material during 2007.

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

	(Dollars in thousands)
Balance at January 1, 2007	$	6,362
Unrecognized tax benefits on acquisitions		4,386
Gross decreases — prior-period tax positions		(273	)
Gross increases — current-period tax positions		500
Settlements		(324	)
Lapse of statute of limitations		(858	)
Balance at December 31, 2007		9,793
Unrecognized tax benefits on acquisitions		5,893
Gross increases — prior-period tax positions		963
Gross decreases — prior-period tax positions		(191	)
Gross increases — current-period tax positions		2,440
Settlements		(1,247	)
Lapse of statute of limitations		(575	)
Balance at December 31, 2008	$	17,076

In the normal course of business, Con-way is subject to examination by taxing authorities throughout the world. The years subject to examination in the relevant jurisdictions include 2005 to 2008 for federal income taxes, 2003 to 2008 for state and local income taxes, and 1999 to 2008 for foreign income taxes. Where no tax return has been filed, no statute of limitations applies. Accordingly, if a tax jurisdiction reaches a conclusion that a filing requirement does exist, then additional years may be reviewed by the tax authority.

Con-way is currently under audit by the Internal Revenue Service for the tax years 2005 to 2007. Management does not expect those years to be effectively settled within the next 12 months. Although the outcome of tax audits is uncertain and could result in significant cash payments, it is the opinion of management that the ultimate outcome of this audit will not have a material adverse effect on Con-way’s financial condition, results of operations or cash flows. Con-way is also currently under audit in numerous state and non-US 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 $1.8 million to $2.4 million, primarily due to settlement agreements Con-way expects to reach with various states regarding unfiled tax returns for CFI, which relate to periods prior to Con-way’s acquisition.

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11.   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 is held by the Con-way Retirement Savings Plan. The preferred stock is convertible into common stock, as described in Note 12, “Employee Benefit Plans,” at the rate of 4.71 shares for each share of preferred stock subject to antidilution adjustments in certain circumstances and ranks senior to Con-way’s common stock. Holders of the preferred stock are entitled to vote with the common stock and are entitled to a number of votes in such circumstances equal to the product of (a) 1.3 multiplied by (b) the number of shares of common stock into which the preferred stock is convertible on the record date of such vote. Holders of the preferred stock are also entitled to vote separately as a class on certain other matters. The plan trustee is required to vote the allocated shares based upon instructions from the participants; unallocated shares are voted in proportion to the voting instructions received from the participants with allocated shares.

Accumulated Other Comprehensive Income (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 income (loss):

	December 31,
	2008			2007
	(Dollars in thousands)
Accumulated foreign currency translation adjustments	$	(1,716	)	$	(12	)
Unrealized loss on available-for-sale security, net of deferred tax benefit of $307		(481	)		—
Employee benefit plans, net of deferred tax benefit of $237,977 and $8,874, respectively		(372,377	)		(13,880	)
Accumulated other comprehensive income (loss)	$	(374,574	)	$	(13,892	)

Common Stock Repurchase Programs:  In the periods presented, common stock repurchases of $89.9 million in 2007 and $350.2 million in 2006 were made under repurchase programs authorized by Con-way’s Board of Directors.

12.   Employee Benefit Plans

In the periods presented, 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.

In October 2006, Con-way’s Board of Directors approved changes to Con-way’s retirement benefits plans that are intended to preserve the retirement benefits earned by existing employees under Con-way’s primary qualified defined benefit pension plan (the “Primary DB Plan”) and its primary non-qualified supplemental defined benefit pension plan (the “Supplemental DB Plan”), while expanding benefits earned under its primary defined contribution plan (the “Primary DC Plan”) and a new supplemental defined contribution plan (the “Supplemental DC Plan”). The major provisions of the plan amendments, which increase expense related to the Primary DC Plan and eliminate the future service cost associated with the Primary DB Plan and the Supplemental DB Plan, were effective on January 1, 2007.

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Adoption of SFAS 158

SFAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of SFAS 87, 88, 106, and 132R” requires employers to measure plan assets and obligations as of the end of the fiscal year and recognize the overfunded or underfunded status of its defined benefit plans as an asset or liability, respectively. Con-way adopted the recognition and disclosure provisions of SFAS 158 effective December 31, 2006 and the measurement-date provision effective on January 1, 2007.

Defined Benefit Pension Plans

Con-way’s qualified defined benefit pension plans (collectively, the “Qualified Pension Plans”) consist mostly of 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 (“Forwarding DB Plans”).

Con-way also sponsors non-qualified defined benefit pension plans (collectively, the “Non-Qualified Pension Plans”) consisting mostly of 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 January 1, 2007, no new employees are eligible to participate in the Primary DB Plan and the Supplemental DB Plan. Employees that were participating at December 31, 2006 retain all accrued benefits and credited service time earned, with credited service capped at December 31, 2006. Future benefit plan payments will be calculated from the five highest years of earnings in any of the past ten years preceding retirement or, for employees retiring after December 31, 2016, in any of the past ten years preceding December 31, 2016.

The cessation of EWA’s operations in 2001 and the sale of MWF in 2004 resulted in a partial termination of the Forwarding DB Plans, and as a result, all participants became fully vested and no material benefits accrue under these plans.

Plan Assets

Assets of the Qualified Pension Plans are managed to long-term strategic allocation targets. 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 generally conducted every 3 to 5 years and the targets are reviewed to determine if adjustments are required. Once allocation percentages are established, the portfolio is periodically rebalanced to those targets. The Qualified Pension Plans seek to mitigate investment risk by investing across asset classes.

The Qualified Pension Plans’ investment managers do not use market timing strategies and do not use 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, 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.

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Notes to Consolidated Financial Statements — (Continued)

The assumption of 8.5% for the overall expected long-term rate of return in 2009 was developed using 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.

	December 31,						2008
	2008			2007			Target Allocation
Asset Category:
Domestic equity		48	%		58	%		49	%
International equity		17	%		16	%		20	%
Fixed income		26	%		18	%		26	%
Real estate		8	%		7	%		5	%
Other		1	%		1	%		—
Total		100	%		100	%		100	%

Con-way’s annual pension expense and contributions are based on actuarial computations at the actuarial plan measurement date in December of each year. 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 expects to make a minimum contribution of $23.8 million to its Qualified Pension Plans in 2009; however, this could change based on changes in interest rates, asset returns and Employee Retirement Income Security Act (“ERISA”) requirements.

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Notes to Consolidated Financial Statements — (Continued)

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:

	Qualified						Non-Qualified
	Pension Plans						Pension Plans
	2008			2007			2008			2007
	(Dollars in thousands)
Accumulated benefit obligation	$	1,129,720		$	1,000,174		$	67,398		$	67,033
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	1,068,182		$	1,198,507		$	70,066		$	78,801
Adjustments due to adoption of SFAS 158 measurement-date provisions		—			(12,245	)		—			(823	)
Service cost — benefits earned during the year		96			109			—			—
Interest cost on projected benefit obligation		70,523			67,236			4,477			4,321
Actuarial loss (gain)		103,664			(155,387	)		4,079			(7,713	)
Benefits paid		(32,827	)		(30,038	)		(4,785	)		(4,520	)
Projected benefit obligation at end of year	$	1,209,638		$	1,068,182		$	73,837		$	70,066
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,157,221		$	1,118,413		$	—		$	—
Adjustments due to adoption of SFAS 158 measurement-date provisions		—			9,088			—			—
Actual return on plan assets		(389,424	)		47,058			—			—
Con-way contributions		10,000			12,700			—			—
Benefits paid		(32,827	)		(30,038	)		—			—
Fair value of plan assets at end of year	$	744,970		$	1,157,221		$	—		$	—
Funded status of the plans	$	(464,668	)	$	89,039		$	(73,837	)	$	(70,066	)
Amounts recognized in the balance sheet consist of:
Other assets	$	—		$	89,039		$	—		$	—
Current liabilities		—			—			(4,945	)		(4,948	)
Long-term liabilities		(464,668	)		—			(68,892	)		(65,118	)
Net amount recognized	$	(464,668	)	$	89,039		$	(73,837	)	$	(70,066	)
Plans with an accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation	$	1,104,492		$	—		$	67,398		$	67,033
Fair value of plan assets		718,707			—			—			—
Plans with a projected benefit obligation in excess of plan assets:
Projected benefit obligation	$	1,184,410		$	—		$	73,837		$	70,066
Fair value of plan assets		718,707			—			—			—
Weighted-average assumptions as of December 31:
Discount rate		6.10	%		6.60	%		6.10	%		6.60	%
Expected long-term rate of return on assets		8.50	%		8.50	%		—			—
Rate of compensation increase		3.90	%		4.20	%		3.90	%		4.20	%

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Notes to Consolidated Financial Statements — (Continued)

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

	Qualified						Non-Qualified
	Pension Plans						Pension Plans
	2008			2007			2008			2007
	(Dollars in thousands)
Actuarial loss	$	(620,215	)	$	(30,162	)	$	(25,152	)	$	(23,022	)
Prior-service credit		33,649			36,823			354			392
Deferred tax		228,761			(2,598	)		9,671			8,826
	$	(357,805	)	$	4,063		$	(15,127	)	$	(13,804	)

The actuarial loss and prior-service credit for the Qualified Pension Plans that will be amortized from accumulated other comprehensive income (loss) during 2009 is $15.9 million and $1.0 million, respectively. The actuarial loss for the Non-Qualified Pension Plans that will be amortized from accumulated other comprehensive income (loss) during 2009 is $0.6 million.

Following the plan amendments on January 1, 2007, participants are no longer considered active; as a result, these amounts will be amortized as expense (income) over the estimated average remaining life expectancy of 32.7 years for the inactive plan participants.

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Notes to Consolidated Financial Statements — (Continued)

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

	Qualified									Non-Qualified
	Pension Plans									Pension Plans
	2008			2007			2006			2008			2007			2006
	(Dollars in thousands)
Net periodic benefit expense (income):
Service cost — benefits earned during the year	$	96		$	109		$	62,365		$	—		$	—		$	845
Interest cost on benefit obligation		70,523			67,236			65,861			4,477			4,321			4,495
Expected return on plan assets		(96,965	)		(95,317	)		(80,635	)		—			—			—
Amortization of prior-service cost (credit)		(3,174	)		(3,174	)		810			(38	)		(38	)		(15	)
Amortization of actuarial loss		—			—			8,389			1,949			2,085			2,395
Curtailment loss (gain)		—			—			1,689			—			—			(106	)
Net periodic benefit expense (income)	$	(29,520	)	$	(31,146	)	$	58,479		$	6,388		$	6,368		$	7,614
Amounts recognized in other comprehensive income or loss Actuarial loss (gain)	$	590,053		$	(107,128	)		N/A		$	4,079		$	(7,713	)		N/A
Amortization of prior-service credit		3,174			3,174			N/A			38			38			N/A
Amortization of actuarial loss		—			—			N/A			(1,949	)		(2,085	)		N/A
Deferred tax		(231,359	)		40,542			N/A			(845	)		3,806			N/A
Loss (gain) recognized in other comprehensive income or loss	$	361,868		$	(63,412	)		N/A		$	1,323		$	(5,954	)		N/A
Total recognized in net periodic benefit expense (income) and other comprehensive income or loss	$	332,348		$	(94,558	)		N/A		$	7,711		$	414			N/A
Weighted-average assumptions:
Discount rate		6.60	%		5.95	%		6.00	%		6.60	%		5.95	%		6.00	%
Expected long-term rate of return on plan assets		8.50	%		8.50	%		8.50	%		—			—			—
Rate of compensation increase		3.90	%		4.20	%		4.30	%		3.90	%		4.20	%		4.30	%

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.

	Qualified		Non-Qualified
	Pension Plans		Pension Plans
	(Dollars in thousands)
Year ending December 31:
2009	$	36,856	$	4,693
2010		39,588		4,679
2011		42,882		4,660
2012		46,655		4,692
2013		50,478		4,780
2014-2018		323,403		25,474

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

Defined Contribution Retirement Plan

The Con-way Retirement Savings Plan (“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. In 1989, the Primary DC Plan borrowed $150.0 million to purchase 986,259 shares of preferred stock, which may only be held by the Primary DC Plan trustee or another plan trustee.

Con-way’s expense under the Primary DC Plan was $90.1 million in 2008, $88.2 million in 2007 and $15.9 million in 2006. At December 31, 2008 and 2007, Con-way had recognized accrued liabilities of $21.8 million and $21.9 million, respectively, for its contributions related to the Primary DC Plan.

The preferred stock earns a dividend of $12.93 per share that was used to pay debt service on the Primary DC Plan Notes. 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 income. Allocation of preferred stock to participants’ accounts is based upon the ratio of the current year’s principal and interest payments to the total debt of the Primary DC Plan. Since Con-way guarantees the debt, it is reported in the consolidated balance sheets. The guarantees of the Primary DC Plan Notes are reduced as principal is paid. In January 2009, Con-way repaid the remaining $22.7 million outstanding under the Primary DC Plan Notes and, as a result, the remaining unallocated shares will be allocated to participants’ accounts during 2009.

Each share of preferred stock is convertible into common stock, upon an employee ceasing participation in the plan or upon election by the employee, at a rate generally equal to the number of shares of common stock that could be purchased for $152.10, but not less than the minimum conversion rate of 4.71 shares of common stock for each share of preferred stock.

Deferred compensation expense is recognized as the preferred shares are allocated to participants and is equivalent to the cost of the preferred shares allocated. Deferred compensation expense of $10.4 million, $10.7 million and $9.1 million was recognized in 2008, 2007 and 2006, respectively.

At December 31, 2008, the Primary DC Plan owned 523,911 shares of preferred stock, of which 455,305 shares have been allocated to employees. At December 31, 2008, the estimated fair value of the 68,606 unallocated shares was $11.3 million. At December 31, 2008, Con-way has reserved authorized and unissued common stock adequate to satisfy the conversion feature of the preferred stock.

In the periods presented, Con-way’s contributions to the Primary DC Plan include contributions of cash, allocations of Con-way preferred stock and open-market purchases of Con-way common stock from cash contributions by Con-way. Beginning in January 2009, contributions in the form of Con-way common stock will be made with re-purchased common stock (also referred to as treasury stock), reducing the amount of cash contributions made by Con-way.

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.

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Notes to Consolidated Financial Statements — (Continued)

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:

	2008			2007
	(Dollars in thousands)
Change in benefit obligation:
Projected and accumulated benefit obligation at beginning of year	$	106,318		$	128,048
Service cost — benefits earned during the year		2,283			2,809
Interest cost on projected benefit obligation		6,771			7,050
Actuarial gain		(8,926	)		(19,052	)
Participant contributions		2,180			1,863
Plan change		—			(4,458	)
Benefits paid		(9,893	)		(9,942	)
Projected and accumulated benefit obligation at end of year	$	98,733		$	106,318
Funded status of the plan	$	(98,733	)	$	(106,318	)
Amounts recognized in the balance sheet consist of :
Current liabilities	$	(7,475	)	$	(7,735	)
Long-term liabilities		(91,258	)		(98,583	)
Net amount recognized	$	(98,733	)	$	(106,318	)
Discount rate assumption as of December 31		6.38	%		6.25	%

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

	2008			2007
	(Dollars in thousands)
Actuarial loss	$	(4,132	)	$	(14,231	)
Prior-service credit		6,224			7,446
Deferred tax		(816	)		2,646
	$	1,276		$	(4,139	)

During 2009, prior-service credits of $1.2 million will be amortized from accumulated other comprehensive income (loss).

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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

	2008			2007			2006
	(Dollars in thousands)
Net periodic benefit expense:
Service cost — benefits earned during the year	$	2,283		$	2,809		$	2,311
Interest cost on benefit obligation		6,771			7,050			7,142
Net amortization and deferral		(49	)		2,475			2,456
Net periodic benefit expense	$	9,005		$	12,334		$	11,909
Amounts recognized in other comprehensive income or loss:
Actuarial gain	$	(8,926	)	$	(19,052	)		N/A
Prior-service credit		—			(4,458	)		N/A
Amortization of actuarial loss		(1,173	)		(3,022	)		N/A
Amortization of prior-service credit		1,222			547			N/A
Deferred tax		3,462			10,134			N/A
Gain recognized in other comprehensive income or loss	$	(5,415	)	$	(15,851	)		N/A
Total recognized in net periodic benefit expense and other comprehensive income or loss	$	3,590		$	(3,517	)		N/A
Discount rate assumption at December 31:		6.25	%		5.60	%		5.75	%

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:
2009	$	7,407
2010		7,776
2011		8,180
2012		8,406
2013		8,666
2014-2018		47,014

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

	2008			2007
Change in benefit obligation:
Health-care cost trend rate assumed for next year		8.25	%		8.75	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		4.50	%		5.00	%
Year that the rate reaches the ultimate trend rate		2029			2017

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 change the aggregate service and interest cost by approximately $0.3 million and the accumulated and projected benefit obligation by approximately $3.6 million.

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

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 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 is self-insured for the substantial portion of benefit payments made under its long-term disability plan. The amount recognized as expense and the liability for Con-way’s long-term disability plan depends on 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. Based primarily on fluctuating market conditions, the risk-free discount rate used to measure the obligation declined to 1.55% at December 31, 2008 from 3.45% at December 31, 2007.

In Con-way’s consolidated balance sheets, the long-term and current-portion of the long-term disability-plan obligation is reported in employee benefits and accrued liabilities, respectively. At December 31, 2008, the long-term and current-portion of the obligation was $32.1 million and $13.6 million, respectively, and at December 31, 2007, was $29.1 million and $11.5 million, respectively. Expense associated with the long-term disability plan was $16.7 million in 2008, $6.6 million in 2007 and $5.7 million in 2006.

Other Compensation Plans

Con-way and each of its subsidiaries have adopted various plans relating to the achievement of specific goals to provide incentive compensation for designated employees. Total compensation earned by salaried participants of those plans was $10.3 million in 2008, $30.6 million in 2007 and $29.4 million in 2006 and by hourly participants was $2.8 million in 2008, $28.3 million in 2007 and $20.7 million in 2006.

13.   Share-Based Compensation

Under terms of the 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), and performance-share plan units.

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. Generally, 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). Effective September 26, 2006, Con-way’s Compensation Committee established vesting provisions for new option awards that provide for immediate vesting of unvested shares upon retirement. Stock options issued before that date generally provide for continued vesting subsequent to the employee’s retirement.

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.

Performance-share plan units (“PSPUs”) are valued at the market price of Con-way’s common stock at the date of the award and vest three years from the grant date if certain performance criteria are achieved. The total number of shares the award recipients may collectively receive depends upon the achievement of certain performance criteria over a one- to three-year period. The 2007 award is subject to forfeiture if an award recipient leaves Con-way during the three-year period, while the 2008 award allows for pro rata vesting if the award recipient leaves Con-way as a result of death, disability or qualifying retirement. The amount of expense recorded each period is based on Con-way’s current estimate of the number of awards that will ultimately vest.

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

At December 31, 2008, Con-way had 4,519,290 common shares available for the grant of stock options, nonvested stock, or other share-based compensation under its equity plans.

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. The following expense was recognized for share-based compensation:

	Years Ended December 31,
	2008			2007			2006
	(Dollars in thousands)
Salaries, wages and other employee benefits	$	6,720		$	11,235		$	7,427
Deferred income tax benefit		(2,571	)		(4,326	)		(2,861	)
Net share-based compensation expense	$	4,149		$	6,909		$	4,566

Valuation Assumptions

The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. The following is a summary of the weighted-average assumptions used and the calculated weighted-average fair value:

	2008			2007			2006
Estimated fair value	$	10.47		$	12.15		$	16.73
Risk-free interest rate		2.8	%		4.5	%		4.8	%
Expected term (years)		4.00			4.00			4.50
Expected volatility		27	%		27	%		31	%
Expected dividend yield		0.91	%		0.86	%		1.08	%

The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The expected life of the option 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 option.

Share-Based Payment Award Activity

The following table summarizes stock-option award activity for 2008:

	Stock Options
	Number of			Weighted-Average
	Options			Exercise Price
Outstanding at December 31, 2007		1,885,571		$	41.74
Granted		538,988			44.17
Exercised		(323,870	)		31.34
Expired or cancelled		(72,096	)		44.56
Outstanding at December 31, 2008		2,028,593		$	43.94
Exercisable at December 31, 2008		1,115,894		$	42.24

	Outstanding		Exercisable
Weighted-average remaining contractual term		7.18 years		5.72 years
Aggregate intrinsic value (in thousands)	$	73	$	70

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Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

The aggregate intrinsic value reported in the table above represents the total pretax value, based on Con-way’s closing common stock price of $26.60 at December 31, 2008 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 2008, 2007 and 2006, the aggregate intrinsic value of exercised options was $5.4 million, $4.4 million and $9.7 million, respectively. The total amount of cash received from the exercise of options in 2008, 2007 and 2006 was $10.1 million, $8.2 million and $12.2 million, respectively, and the related tax benefit realized from the exercise of options was $2.1 million, $1.5 million and $4.3 million, respectively.

The total unrecorded deferred compensation cost on stock options, net of forfeitures, was $5.3 million, which is expected to be recognized over a weighted-average period of 1.46 years.

The following table summarizes nonvested stock and PSPUs activity for 2008:

	Nonvested Stock					PSPUs
				Weighted-					Weighted-
				Average					Average
	Number of			Grant-Date		Number of			Grant-Date
	Awards			Fair Value		Awards			Fair Value
Outstanding at December 31, 2007		130,026		$	46.35		141,335		$	45.59
Awarded — Employees		131,018			44.43		124,018			42.93
Awarded — Directors		22,280			45.78		—			—
Vested		(55,811	)		45.63		—			—
Forfeited		(14,195	)		45.75		(133,111	)		43.12
Outstanding at December 31, 2008		213,318		$	45.35		132,242		$	45.60

The total fair value of nonvested stock that vested in 2008, 2007 and 2006 was $2.4 million, $2.2 million and $3.1 million, respectively, based on Con-way’s closing common stock price on the vesting date. The total unrecorded deferred compensation cost on shares of nonvested stock, net of forfeitures, was $6.2 million, which is expected to be recognized over a weighted-average period of 1.65 years.

In 2008, Con-way determined that the performance criteria for the PSPU awards would not be met. As a result, Con-way did not recognize expense for PSPU awards in 2008 and reversed expense previously recognized in 2007. The 2008 award had a one-year measurement period and was forfeited in 2008. The outstanding shares at December 31, 2007 relate to the 2007 award, which has a three-year measurement period. The number of awards that ultimately vest can range from 0% to 200% of the awards outstanding depending upon the achievement of performance criteria.

14.   Commitments and Contingencies

Spin-Off of CFC

On December 2, 1996, Con-way completed the 100% spin-off of Consolidated Freightways Corporation (“CFC”) to Con-way’s shareholders. CFC was, at the time of the spin-off, a party to certain multiemployer pension plans covering some of its current and former employees. CFC’s cessation of its U.S. operations in connection with the filing of bankruptcy in 2002 was deemed to have resulted in CFC’s “complete withdrawal” (within the meaning of applicable federal law) from these multiemployer plans, and these plans subsequently assessed claims for such “withdrawal liabilities” against CFC, demanding that CFC pay them for the approximately $400 million that they determined to be CFC’s share of unfunded vested benefits obligations under those plans. Of the multi-employer funds assessing liability against CFC, Central States, Southeast and Southwest Areas Pension Fund (“Central States”) assessed withdrawal liability of approximately $319 million and New York States Teamsters Conference Pension and Retirement Fund (“NY Fund”) assessed withdrawal liability of approximately $31.9 million, of which approximately $19.8 million was recognized as an allowed claim in the CFC bankruptcy proceeding.

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Notes to Consolidated Financial Statements — (Continued)

Central States

In July 2008, Central States advised Con-way that it wished to meet with Con-way to discuss the possible assessment of withdrawal liability against Con-way. To resolve uncertainties created by Central States’ contact, Con-way filed an arbitration demand and a federal lawsuit in August 2008 against the pension fund, and in October 2008 Con-way received a demand letter from Central States notifying Con-way of the assertion of withdrawal liability against it in the amount of $662 million (payable over a term of approximately 11 years.)

In December 2008, Con-way Inc. entered into a settlement and release agreement with Central States. Under the terms of the agreement, Con-way agreed to pay to Central States the sum of $8.0 million and, in addition, to instruct the trustee of the CFC bankruptcy estate to deliver to Central States all future payments on account of Con-way’s allowed claims against the bankruptcy estate. The agreement further provides for the release by Central States of all claims against Con-way related to contributions to any Central States pension fund or to withdrawal liability, and for the extinguishment of the $662 million withdrawal liability assessment made by Central States against Con-way. Con-way also agreed to dismiss with prejudice its federal lawsuit and withdraw its arbitration demand. The settlement agreement does not constitute an admission of liability by Con-way or any other person for any obligation released under the agreement.

NY Fund

Con-way received requests for information in 2002 and 2003 regarding the spin-off of CFC from NY Fund, and complied with those requests, providing the last of the requested documents in May 2003. In late 2008, over five years after Con-way responded to the requests, representatives of NY Fund advised Con-way that NY Fund may seek to hold Con-way liable for withdrawal liability in connection with Con-way’s 1996 spin-off of CFC. Con-way was advised informally by NY Fund’s counsel that NY Fund’s withdrawal liability claim as of February 2003, with interest to that date, exceeded $29 million It also appears that NY Fund was reserving the right to assert, presumably in lieu of and not in addition to the $29 million claim, that a “complete withdrawal” occurred on the date Con-way sold its former subsidiary to UPS in 2004 and that the amount of withdrawal liability is measurable as of that date, although Con-way was not informed of, nor did it have adequate information available to estimate, the amount of the withdrawal liability claim as of December 2004.

On January 16, 2009, in order to resolve uncertainties created by NY Fund’s recent contacts, Con-way filed an arbitration demand and a federal lawsuit against NY Fund. On February 24, 2009, Con-way entered into a settlement and release agreement with NY Fund. Under the terms of the agreement, Con-way agreed to pay to NY Fund the sum of $425,000. The agreement provides for the release by NY Fund of all claims against Con-way related to contributions to any NY Fund pension fund or to withdrawal liability. Con-way also agreed to dismiss with prejudice its federal lawsuit and withdraw its arbitration demand. The settlement agreement does not constitute an admission of liability by Con-way or any other person for any obligation released under the agreement.

Con-way continues to believe that its actions in connection with the CFC spin-off were proper and will continue to vigorously defend itself from any claims brought against it by multiemployer pension funds seeking to hold Con-way responsible for CFC’s withdrawal liabilities. However, there can be no assurance as to the outcome of any such litigation, given uncertainties inherent in such proceedings, including the possible application of adverse judicial decisions rendered in unrelated matters not involving Con-way. As a result of the matters discussed above, Con-way can provide no assurance that matters relating to the spin-off of CFC will not have a material adverse effect on Con-way’s financial condition, results of operations or cash flows.

Other

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

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Notes to Consolidated Financial Statements — (Continued)

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 estimated range for potential loss on this matter is zero to approximately $9 million, including accrued interest. The lawsuit was tried in early January 2009 and the parties are awaiting a decision from the court.

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.

15.   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 financial reporting purposes, Con-way is divided into the following five reporting segments:

•  Freight.  The Freight segment consists primarily 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. The Logistics segment includes the results of Chic Logistics and Cougar Logistics for periods subsequent to their acquisition in the second half of 2007.

•  Truckload.  The Truckload segment includes the operating results of the Con-way Truckload business unit. Con-way Truckload provides asset-based full-truckload freight services throughout North America, including services to and from Mexico. Following the acquisition of CFI in August 2007, the operating results of CFI are reported with the operating results of Con-way’s former truckload operation in the Truckload reporting segment.

•  Vector.  Prior to its sale, the Vector reporting segment consisted of Con-way’s proportionate share of the net income from Vector, a joint venture with GM. GM purchased Con-way’s membership interest in Vector in December 2006.

•  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, interest expense, investment income 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 and capital employed. Inter-segment revenue and related operating income have been eliminated to reconcile to consolidated revenue and operating income. Transactions between reporting segments are generally made at cost, except for inter-segment revenue of Road Systems, which is intended to reflect the fair value of trailers manufactured by Road Systems and sold to Con-way Freight and Con-way Truckload.

81

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

	Years Ended December 31,
	2008			2007			2006
	(Dollars in thousands)
Revenues from External Customers
Freight	$	3,015,959		$	2,904,543		$	2,852,909
Logistics		1,511,611			1,297,056			1,355,301
Truckload		505,201			172,674			7,145
Other		4,046			13,090			6,123
	$	5,036,817		$	4,387,363		$	4,221,478
Inter-segment Revenue Eliminations
Freight	$	55,056		$	50,214		$	62,370
Logistics		368			318			226
Truckload		160,516			87,063			71,064
Other		42,995			27,930			91,091
	$	258,935		$	165,525		$	224,751
Revenues before Inter-segment Eliminations
Freight	$	3,071,015		$	2,954,757		$	2,915,279
Logistics		1,511,979			1,297,374			1,355,527
Truckload		665,717			259,737			78,209
Other		47,041			41,020			97,214
Inter-segment Revenue Eliminations		(258,935	)		(165,525	)		(224,751	)
	$	5,036,817		$	4,387,363		$	4,221,478
Operating Income (Loss)
Freight	$	165,169		$	235,060		$	321,204
Logistics		(23,683	)		25,599			25,649
Truckload		52,395			8,803			2,267
Vector		—			(2,699	)		52,599
Other		(1,259	)		(2,310	)		109
	$	192,622		$	264,453		$	401,828
Depreciation and Amortization, net of Accretion
Freight	$	116,715		$	117,190		$	113,712
Logistics		13,080			8,126			6,859
Truckload		61,831			27,870			8,055
Other		10,823			9,107			10,574
	$	202,449		$	162,293		$	139,200

82

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

	Years Ended December 31,
	2008		2007		2006
	(Dollars in thousands)
Capital Expenditures
Freight	$	149,382	$	113,068	$	238,702
Logistics		13,298		12,071		8,663
Truckload		64,765		10,437		48,951
Other		6,985		3,853		2,895
	$	234,430	$	139,429	$	299,211
Assets
Freight	$	1,318,458	$	1,371,363	$	1,328,459
Logistics		341,568		354,584		281,468
Truckload		921,919		935,761		71,685
Other		489,762		347,600		609,430
	$	3,071,707	$	3,009,308	$	2,291,042

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,
	2008		2007		2006
	(Dollars in thousands)
Revenues
United States	$	4,707,990	$	4,205,720	$	4,072,007
Canada		111,292		71,652		67,744
Other		217,535		109,991		81,727
Total	$	5,036,817	$	4,387,363	$	4,221,478

83

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

16.   Quarterly Financial Data

Con-way Inc.
Quarterly Financial Data
(Unaudited)

	March 31		June 30		September 30		December 31
	(Dollars in thousands except per share data)
2008 — Quarter Ended
Operating Results
Revenues	$	1,201,581	$	1,339,685	$	1,370,169	$	1,125,382
Operating Income (Loss)(a)		54,008		94,860		78,917		(35,163	)
Income (Loss) from Continuing Operations before Income Tax Provision (Benefit)		39,799		80,991		63,748		(49,621	)
Net Income (Loss) from Continuing Operations Applicable to Common Shareholders(b)		22,456		47,089		38,829		(49,739	)
Net Income (Loss) Applicable to Common Shareholders(b)		22,456		48,698		38,829		(43,022	)
Per Common Share
Basic Earnings (Loss)
Net Income (Loss) from Continuing Operations	$	0.50	$	1.04	$	0.85	$	(1.09	)
Net Income (Loss) Applicable to Common Shareholders		0.50		1.07		0.85		(0.94	)
Diluted Earnings (Loss)
Net Income (Loss) from Continuing Operations		0.47		0.98		0.81		(1.09	)
Net Income (Loss) Applicable to Common Shareholders		0.47		1.02		0.81		(0.94	)
Market Price
High		54.33		52.16		55.00		43.90
Low		37.91		43.00		42.01		20.03
Cash Dividends		0.10		0.10		0.10		0.10
2007 — Quarter Ended(c)
Operating Results
Revenues	$	1,002,191	$	1,073,717	$	1,111,293	$	1,200,162
Operating Income(a)		49,120		77,621		67,682		70,030
Income from Continuing Operations before Income Tax Provision		45,792		75,120		61,926		59,808
Net Income from Continuing Operations Available to Common Shareholders(b)		24,922		47,685		37,272		36,936
Net Income Available to Common Shareholders(b)		27,841		46,375		37,272		34,464
Per Common Share
Basic Earnings
Net Income from Continuing Operations	$	0.54	$	1.05	$	0.83	$	0.82
Net Income Available to Common Shareholders		0.61		1.02		0.83		0.77
Diluted Earnings
Net Income from Continuing Operations		0.51		0.99		0.78		0.78
Net Income Available to Common Shareholders		0.57		0.96		0.78		0.73
Market Price
High		53.20		57.48		57.81		49.40
Low		44.15		49.50		42.65		38.05
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:

•  Loss of $5.2 million in connection with an operational restructuring, including $2.6 million of restructuring charges and $2.6 million in other costs, at Con-way Freight in the first quarter of 2008.

84

Con-way Inc.

Notes to Consolidated Financial Statements — (Continued)

•  Loss of $21.3 million for restructuring activities at Con-way Freight in the fourth quarter of 2008.

•  Charges of $37.8 million for the impairment of goodwill and other intangible assets, $4.9 million for the write-down of an acquisition-related receivable and $3.1 million for acquisition-related integration and other costs at Menlo Worldwide Logistics in the fourth quarter of 2008.

•  Losses of $5.5 million and $1.5 million related to the restructuring activities at Con-way Freight and Con-way Truckload, respectively, in the third quarter of 2007.

•  Loss of $7.7 million for restructuring activities at Con-way Freight in the fourth quarter of 2007.

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

•  Tax provision in the fourth quarter of 2008 reflects the non-deductible goodwill impairment charges and write-down of an acquisition-related receivable at Menlo Worldwide Logistics.

(c) Effective August 23, 2007, Con-way acquired Contract Freighters, Inc. and affiliated companies (collectively, “CFI”). Under purchase-method accounting, CFI’s operating results are included only for periods subsequent to the acquisition.

85

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 that have materially affected, or are reasonably likely to materially affect, Con-way’s internal control 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, 2008, 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, 2008, 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 is included on page 40.

ITEM 9B.   OTHER INFORMATION

None.

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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 19, 2009 (the “2009 Proxy Statement”), as indicated below. For the limited purpose of providing the information required by these items, the 2009 Proxy Statement is incorporated herein by reference.

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 2009 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 2009 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 2009 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 2009 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 2009 Proxy Statement and is incorporated herein by reference.

87

PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

			Page
(a)	1.	FINANCIAL STATEMENTS:
		Report of Independent Registered Public Accounting Firm by KPMG LLP		40
		Consolidated Balance Sheets at December 31, 2008 and 2007		41
		Statements of Consolidated Income for the years ended December 31, 2008, 2007 and 2006		43
		Statements of Consolidated Cash Flows for the years ended December 31, 2008, 2007 and 2006		44
		Statements of Consolidated Shareholders’ Equity for the years ended December 31, 2008, 2007 and 2006		45
		Notes to Consolidated Financial Statements		47
	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 92 through 96 is incorporated herein by reference

88

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 27, 2009

/s/  Stephen L. Bruffett

Stephen L. Bruffett

Senior Vice President and Chief Financial Officer

February 27, 2009

/s/  Kevin S. Coel

Kevin S. Coel

Vice President and Controller

February 27, 2009

89

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 27, 2009

/s/  Douglas W. Stotlar

Douglas W. Stotlar, Director

February 27, 2009

/s/  John J. Anton

John J. Anton, Director

February 27, 2009

/s/  William R. Corbin

William R. Corbin, Director

February 27, 2009

/s/  Margaret G. Gill

Margaret G. Gill, Director

February 27, 2009

/s/  Robert Jaunich II

Robert Jaunich II, Director

February 27, 2009

/s/  Henry H. Mauz, Jr.

Henry H. Mauz, Jr., Director

February 27, 2009

90

/s/  Michael J. Murray

Michael J. Murray, Director

February 27, 2009

/s/  John C. Pope

John C. Pope, Director

February 27, 2009

/s/  Robert D. Rogers

Robert D. Rogers, Director

February 27, 2009

/s/  William J. Schroeder

William J. Schroeder, Director

February 27, 2009

/s/  Peter W. Stott

Peter W. Stott, Director

February 27, 2009

/s/  Chelsea C. White III

Chelsea C. White III, Director

February 27, 2009

91

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 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 April 18, 2006 (Exhibit 3.1 to Con-way’s Form 10-Q for the quarter ended March 31, 2006*).
3.2	Con-way Inc. Bylaws, as amended April 23, 2007 (Exhibit 3.2 to Con-way’s Form 10-Q for the quarter ended March 31, 2007*).

(4)  Instruments defining the rights of security holders, including debentures:

4.1	Certificate of Designations of the Series B Cumulative Convertible Preferred Stock (Exhibit 4.1 as filed on Form SE dated May 25, 1989*).
4.2	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*).
4.3	Form of Security for 87/8% Notes due 2010 issued by CNF Transportation Inc. (Exhibit 4(i) to Con-way’s Form 8-K dated March 3, 2000*).
4.4	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*).
4.5	Form of Global 6.70% Senior Debentures due 2034 (included in Exhibit 4.2 to Form S-4 dated June 4, 2004*).
4.6	$400 million Credit Agreement dated March 11, 2005 among Con-way Inc. and various financial institutions (Exhibit 4.9 to Con-way’s Form 10-K for the year ended December 31, 2004*).
4.7	Amendment No. 1 dated September 30, 2006 to the $400 million Credit Agreement dated March 11, 2005 (Exhibit 99.3 to Con-way’s Report on Form 8-K filed on September 29, 2006*).
4.8	Subsidiary Guaranty Agreement dated as of March 11, 2005, made by Con-Way Transportation Services, Inc., Menlo Worldwide, LLC and Menlo Logistics Inc. in favor of the banks referred to in 4.6 (Exhibit 4.10 to Con-way’s Form 10-K for the year ended December 31, 2004*).
4.9	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*).
4.10	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*).

92

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	Summary of Certain Compensation Arrangements (Exhibit 10.3 to Con-way’s Form 10-Q for the quarter ended March 31, 2005*#).
10.9	Summary of Certain Compensation Arrangements (Exhibit 10.9 to Con-way’s Form 10-K for the year ended December 31, 2005*#).
10.10	Summary of Material Executive Employee Agreements (Item 1.01 to Con-way’s Report on Form 8-K filed on June 6, 2005*#)
10.11	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*#).
10.12	Restricted Stock Award Agreement between Con-way Inc. and Douglas W. Stotlar dated December 17, 2004 (Exhibit 10.75 to Con-way’s Form 10-K for the year ended December 31, 2004*#).
10.13	Stock Option Agreement between Con-way Inc. and Douglas W. Stotlar dated December 17, 2004 (Exhibit 10.76 to Con-way’s Form 10-K for the year ended December 31, 2004*#).
10.14	Form of Stock Option Agreement (Exhibit 99.10 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.15	Form of Restricted Stock Award Agreement (Exhibit 99.11 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.16	Supplemental Retirement Plan dated January 1, 1990 (Exhibit 10.31 to Con-way’s Form 10-K for the year ended December 31, 1993*#).

93

10.17	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*#).
10.18	Form of Con-way Inc. Tier I Severance Agreement (Exhibit 99.1 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.19	Form of Subsidiary Tier I Severance Agreement (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.20	Form of Con-way Inc. Tier II Severance Agreement (Exhibit 99.3 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.21	Form of Subsidiary Tier II Severance Agreement (Exhibit 99.4 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.22	Form of Tier II Vector SCM, LLC Agreement (Exhibit 99.5 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.23	Amended and Restated Executive Severance Plan (Exhibit 99.6 to Con-way’s Report on Form 8-K filed on December 6, 2005*#).
10.24	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*#).
10.25	Directors’ Business Travel Insurance Plan (Exhibit 10.36 to Con-way’s Form 10-K for the year ended December 31, 1993*#).
10.26	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*#).
10.27	Summary of Material Executive Employee Relocation Package (Item 1.01 to Con-way’s Report on Form 8-K filed on August 25, 2006*#).
10.28	Amended Form of Stock Option Agreement (Exhibit 99.2 to Con-way’s Report on Form 8-K filed on September 29, 2006*#).
10.29	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*#).
10.30	Summary of Executive Stock Ownership Guidelines (Item 1.01 (d) to Con-way’s Report on Form 8-K filed on September 29, 2006*#).
10.31	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*).
10.32	Summary of Directors Stock Ownership Guidelines (Item 7.01 to Con-way’s Report on Form 8-K filed on December 7, 2006*#).
10.33	Summary of Directors Compensation Arrangements (Item 7.01 to Con-way’s Report on Form 8-K filed on December 7, 2006*#).
10.34	Summary of Certain Compensation Arrangements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 31, 2007*#).
10.35	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*#).
10.36	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

94

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*).

10.37	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*#).
10.38	Severance Agreement dated August 23, 2007 between Herbert J. Schmidt and Contract Freighters, Inc. (Exhibit 10.7 to Con-way’s Form 10-Q for the quarter ended September 30, 2007*#).
10.39	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*).
10.40	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*#).
10.41	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*#).
10.42	Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 30, 2008*#).
10.43	Summary of Material Executive Relocation Package (Item 5.02 to Con-way’s Report on Form 8-K filed on May 29, 2008 *#).
10.44	Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on August 14, 2008*#).
10.45	Amendments to Executive Severance Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on September 25, 2008*#).
10.46	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*).
10.47	Summary of Certain Compensation Agreements (Item 5.02 to Con-way’s Report on Form 8-K filed on January 29, 2009*#).
10.48	Form of Restricted Stock Unit Grant Agreement (Exhibit 99 to Con-way’s Report on Form 8-K filed on January 29, 2009*#).
10.49	Con-way Inc. Amended and Restated 2003 Equity Incentive Plan for Non-Employee Directors Amended and Restated December 2008.#
10.50	Con-way Inc. Deferred Compensation Plan for Non-Employee Directors Amended and Restated December 2008,#
10.51	Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee Directors Amended and Restated December 2008.#
10.52	Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated December 2008.#
10.53	Con-way Inc. 1993 Deferred Compensation Plan for Executives and Key Employees Amended and Restated December 2008.#
10.54	Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees Amended and Restated December 2008.#
10.55	Con-way Inc. Executive Incentive Compensation Plan Amended and Restated December 2008.#
10.56	Con-way Inc. Value Management Plan (2008 Amendment and Restatement).#

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10.57	Con-way Inc 2005 Supplemental Excess Retirement Plan Amended and Restated December 2008).#
10.58	Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008.#

(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. 2009 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. *)

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.

96

EX-10.49

Exhibit 10.49

CON-WAY INC.
AMENDED AND RESTATED
2003 EQUITY INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
AMENDED AND RESTATED DECEMBER 2008

1. Introduction

Con-way Inc., a Delaware corporation (the “Company”) established the Con-way Inc. 2003 Equity Incentive Plan for Non-Employee Directors (the “Original Plan”) for those members of the Company’s Board of Directors who are not employees of the Company or any of its subsidiaries. This document amends and restates in its entirety the Original Plan (the Original Plan, as so amended and restated, is referred to herein as the “Plan”) to reflect certain amendments to the Original Plan made pursuant to Section 10. All grants of Awards made under the Original Plan, or under the Original Plan as heretofore amended, shall constitute valid Awards granted under and governed by the terms of the Plan, and shall not be affected by this amendment and restatement of the Original Plan. The effective date of the Plan (the “Original Effective Date”) is April 22, 2003, the date that the Original Plan was approved by stockholders of the Company. The Plan was subsequently amended on December 4, 2006 and is hereby amended and restated effective January 1, 2009 (the “Effective Date”) to make certain administrative and clarifying changes to the Plan. Nothing in this amended and restated document shall impair or otherwise affect the validity of grants made under the terms of the Plan as in effect prior to Effective Date. Except as expressly amended hereby, the Plan remains unchanged and in full force and effect.

The Plan permits the grant of stock options and restricted stock awards to non-employee Directors of the Company, although currently only restricted stock awards are being granted under the Plan. The purposes of the Plan are to encourage Directors to own shares of the Company’s stock and thereby to align their interests more closely with the interests of the other stockholders of the Company, to encourage the highest level of Director performance by providing Directors with a direct interest in the Company’s attainment of its financial goals, and to provide a financial incentive that will help attract and retain the most qualified Directors.

2. Definitions

The following terms shall have the meanings set forth below. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

(a)	“Award” means a Restricted Stock Award or an Option Award.
(b)	“Award Agreement” has the meaning given to the term in Section 5 hereof.
(c)	“Board” or “Board of Directors” means the Board of Directors of the Company.
(d)	“Change in Control” means the occurrence of an event described in any one of the following clauses (i) through (iv):

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or its affiliates, (B) any

1

trustee or other fiduciary holding securities under an employee benefit plan of the Company or its affiliates, and (C) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the common stock, par value $0.625 per share, of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii)	the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Original Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Original Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;
(iii)	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above), directly or indirectly, acquired 25% or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates);
(iv)	the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of assets having an aggregate book value at the time of such sale or disposition of more than 75% of the total book value of the Company’s assets on a consolidated basis (or any transaction having a similar effect), other than any such sale or disposition by the Company (including by way of spin-off or other distribution) to an entity, at least 50% of the combined voting power of the voting securities of which are owned immediately following such sale or disposition by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition;

(e) “Committee” means a committee consisting of members of the Board who are empowered hereunder to take actions in the administration of the Plan. The Committee shall be so constituted at all times as to permit the Plan to comply with applicable NYSE rules and with Rule 16b-3 (“Rule 16b-3”) promulgated

2

under the Securities Exchange Act of 1934 (the “1934 Act”). Members of the Committee shall be appointed from time to time by the Board, shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board.

(f)	“Director” means a member of the Board who is not an employee of the Company. For purposes of the Plan, an employee is an individual whose wages are subject to the withholding of federal income tax under Section 3401 of the Internal Revenue Code.
(g)	“Disability” means disability as defined under Treas. Reg. 1.409A-3(i)(4)(i).
(h)	“Effective Date” and “Original Effective Date” have the respective meanings given to those terms in Section 1 hereof.
(i)	“Fair Market Value” per share of Stock as of a particular date means (i) the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded, for the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.
(j)	“Internal Revenue Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.
(k)	“NYSE” means the New York Stock Exchange.
(l)	“Option” means an option to purchase Stock.
(m)	“Option Award” means an Award of an Option pursuant to Section 7 hereof.
(n)	“Restricted Stock Award” means an Award of Stock granted to a Director pursuant to Section 6 hereof.
(o)	“Restricted Stock Award Amount” means: for calendar year 2007 and subsequent calendar years, (i) for each Director receiving a Restricted Stock Award pursuant to Section 6(a)(i), an amount equal to $85,000 for each full year during the Director’s term (for a total of $255,000 for a three-year term), (ii) for each Class II and Class III Director receiving a Restricted Stock Award pursuant to Section 6(a)(ii), an amount equal to $85,000 for each full year remaining until such Director is next scheduled for election or re-election to the Board (for a total of $85,000 for Class II Directors and $170,000 for Class III Directors) and (iii) for each newly-appointed Director receiving a Restricted Stock Award pursuant to Section 6(a)(iii), an amount equal to $85,000 for each full year remaining until such Director is next scheduled for election, plus a pro rata portion of $85,000 for each partial year remaining until such Director is next scheduled for election. For purposes of this paragraph, a period of greater than eleven (11) but less than twelve (12) months shall be considered a full year.
(p)	“Restricted Stock Award Date” means, for a Restricted Stock Award to be made in any year pursuant to Section 6(a), the earlier to occur of (A) the date of the

3

	annual Directors’ meeting occurring during such year and (B) April 30 of that year.
(q)	“Stock” means the Common Stock, $0.625 par value, of the Company.

3. Plan Administration

The Plan shall be administered by the Committee. Subject to the other provisions of the Plan, the Committee is authorized to determine the manner in which Awards will vest (including the authority to determine whether, and to what extent, an Award may vest upon retirement of a Director from the Board), to specify other terms, provisions, and conditions of the Awards, and to do all things necessary or desirable in connection with the administration of the Plan. Notwithstanding the foregoing, and subject to Section 4(c) hereof, the Committee shall not have the authority to lower the exercise price of any outstanding Option, nor shall the Committee have the authority to settle, cancel or exchange any outstanding Option in consideration for the grant of a new Award with a lower exercise price.

4. Stock Subject to the Plan

(a)	Number of Shares Available Under the Plan. Subject to subsections (b) and (c) of this Section 4, the maximum number of shares of Stock that may be issued or transferred pursuant to Awards under the Plan shall not exceed 300,000 shares, and no more than 150,000 shares of Stock may be issued or transferred pursuant to Restricted Stock Awards. Shares of Stock that are issued as Restricted Stock Awards or that are issuable upon exercise of an Option shall be applied to reduce the maximum number of shares of Stock remaining available for use under the Plan. The shares of Stock to be delivered under the Plan shall be made available, at the discretion of the Committee, either from authorized but unissued shares of Stock or from shares of Stock held by the Company as treasury shares, including shares purchased in the open market.
(b)	Effect of Forfeitures and Terminations on Shares Available. Any shares of Stock that are subject to a Restricted Stock Award and which are forfeited shall be available for reissuance under the Plan. In the event that any Option Award hereunder lapses or otherwise terminates prior to being fully exercised, any shares of Stock allocable to the unexercised portion of such Award shall be available for future Restricted Stock Awards or Options Awards under the Plan.
(c)	If:

(i)	any recapitalization, reclassification, spin-off, split-up or consolidation of Stock is effected;
(ii)	the outstanding shares of Stock are exchanged, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, for a different number or class of shares of stock or other securities of the Company or for shares of the stock or other securities of any other corporation;
(iii)	new, different or additional shares or other securities of the Company or of another company are received by the holders of Stock;
(iv)	any distribution is made to the holders of Stock other than a cash dividend; or

4

(v) any other change in capitalization or similar event is determined by the Committee to have occurred;

then the appropriate adjustments will be made to:

(i)	the number and class of shares or other securities that may be issued or transferred pursuant to outstanding Options or Restricted Stock Awards;
(ii)	the number and class of shares or other securities available for issuance under the Plan;
(iii)	the purchase price to be paid per share under outstanding Options; and
(iv)	the number of Options to be issued under Section 7(a) hereof.

Upon the dissolution or liquidation of the Company, the Plan shall terminate, and, except as otherwise provided herein, all Options previously granted shall terminate on the date of such dissolution or liquidation of the Company; provided that a Director shall have the right to exercise any Option held by him immediately prior to such dissolution or liquidation to the full extent not theretofore exercised.

Adjustments under this subsection (c) shall be made according to the sole discretion of the Committee, and its decision shall be binding and conclusive, subject to any legally required approval of the Board of Directors or of any other entity. Except as otherwise provided in this subsection (c), the issuance by the Company of shares of capital stock of any class or securities convertible into shares of capital stock of any class shall not affect Options or Restricted Stock Awards hereunder.

(d) General Adjustment Rules. No adjustment or substitution provided for in this Section 4 shall require the Company to issue a fractional share of Stock, and the total substitution or adjustment with respect to each Award shall be limited by deleting any fractional share.

5. Participation

Each Director shall receive Awards on the terms and conditions set forth under the Plan. Each Director receiving an Award shall enter into an agreement (an “Award Agreement”) with the Company, in such form as the Committee shall determine and which is consistent with the provisions of the Plan. In the event of any inconsistency between the provisions of the Plan and any such agreement entered into hereunder, the provisions of the Plan shall govern.

6. Restricted Stock Awards

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

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

5

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

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

(b)	Purchase Price. Directors under the Plan shall not be required to pay any purchase price for the shares of Stock to be acquired pursuant to a Restricted Stock Award, unless otherwise required under applicable law or regulations for the issuance of shares of Stock that are nontransferable and subject to a substantial risk of forfeiture until specific conditions are met. If so required, the price at which shares of Stock shall be sold to Directors under the Plan pursuant to an Award shall be the minimum purchase price required in such law or regulations, as determined by the Board in the exercise of its sole discretion. The purchase price, if any, of shares of Stock sold by the Company hereunder shall be payable by the Director in cash or by check at the time such Award is granted.
(c)	Number of Shares Awarded. The number of shares of Stock included in each such Restricted Stock Award shall be determined by dividing the dollar value of such Award by the Fair Market Value of a share of Stock as of the date of grant. In no event shall the Company be required to issue fractional shares. Whenever under the terms of this Section 6(c) a fractional share of Stock would otherwise be required to be issued, an amount in lieu thereof shall be paid in cash based upon the Fair Market Value of such fractional share.
(d)	Forfeiture of Awards. If a Director voluntarily resigns or is removed for cause as a Board member before the restrictions applicable to a Restricted Stock Award lapse pursuant to the Terms and Conditions of Restricted Stock herein, the shares of Stock granted pursuant to such Restricted Stock Award shall be forfeited.
(e)	Restrictions. Except as otherwise provided in the Plan, shares of Stock received pursuant to a Restricted Stock Award may not be sold, assigned, pledged, hypothecated, transferred or otherwise disposed of until the restrictions applicable to such Stock have lapsed pursuant to the Terms and Conditions of Restricted Stock herein.
(f)	Terms and Conditions of Restricted Stock. Each Restricted Stock Award granted pursuant to the Plan shall be evidenced by a Award Agreement. The Award Agreement may contain such terms, provisions and conditions as may be determined by the Committee and not inconsistent with the Plan. Restrictions on Stock covered by a Restricted Stock Award shall lapse and be removed (and the shares of Stock acquired by a Director pursuant to a Restricted Stock Award shall vest) in a manner determined by the Committee at the time the Award is granted and set forth in the applicable Award Agreement. Restrictions may lapse and Restricted Stock Awards vest based on either or both of (A) the attainment of performance goals by the Company, or (B) the continued service on the Board by the Director. All performance-based Restricted Stock Awards will have a minimum vesting period of one (1) year. With respect to any shares of Restricted Stock subject to restrictions which lapse solely based on the Director’s continued

6

service on the Board, such restrictions shall lapse over a vesting schedule (so long as the Director continues to serve on the Board) no shorter in duration than three years from the date of grant; provided, that such vesting schedule may provide for partial or installment vesting during such period. In addition, unless otherwise determined by the Committee and set forth in the applicable Award Agreement, all restrictions on Stock covered by a Restricted Stock Award shall lapse and be removed (and the shares of Stock acquired by a Director pursuant to a Restricted Stock Award shall vest) upon any of the following events:

(i)	Upon the termination of a Director’s service as a Board member as a result of death, Disability, failure to be nominated for election as a Director or failure to be elected by stockholders as a Board member; or
(ii)	In the event of a Change in Control.

(g)

Privileges of a Stockholder. A Director shall have all voting, dividend, liquidation and other rights with respect to Stock received by him as a Restricted Stock Award under this Restricted Stock Awards section, whether or not restrictions have lapsed. However, if the Company shall at any time pay or make any dividend or other distribution upon the Stock payable in securities or other property (except money), a proportionate part of such securities or other property shall be set aside and delivered to any Director then holding a Restricted Stock Award upon lapse of all restrictions applicable to such Restricted Stock Award. Prior to the time that any such securities or other property are delivered to a Director in accordance with the foregoing, the Director shall, subject to the same forfeiture provisions applicable to the Restricted Stock Award to which such securities or other property relates, be the owner of such securities or other property and shall have the right to vote the securities, receive any dividends payable on such securities and in all other respects shall be treated as the owner. If securities or other property which have been set aside by the Company in accordance with this Section are not delivered to a Director because restrictions applicable to such Restricted Stock Award do not lapse and such Stock is forfeited, then such securities or other property shall be forfeited to the Company and shall be dealt with by the Company as it shall determine in its sole discretion.

(h)

Enforcement of Restrictions. The Committee shall cause a legend to be placed on the Stock certificates issued pursuant to each Restricted Stock Award referring to the restrictions imposed in the Plan and, in addition, may in its sole discretion require one or more of the following methods of enforcing such restrictions:

(i)	Requiring the Director to keep the Stock certificates, duly endorsed, in the custody of the Company while the restrictions remain in effect; or
(ii)	Requiring that the Stock certificates, duly endorsed, be held in the custody of a third party while the restrictions remain in effect.

7. Option Awards

(a) Option Awards. Subject to Section 10 hereof, at any time and from time to time during the term of the Plan and so long as there are sufficient shares available for issuance or transfer pursuant to Awards under the Plan, the Committee may grant an Option to purchase shares of Stock to any Director.

7

(b)	Exercise Price for Options. The exercise price per share of Stock covered by each Option shall be the Fair Market Value of the Stock as of the date the Option is granted. The exercise price of an Option granted under the Plan shall be subject to adjustment as provided in Section 4(c) hereof.
(c)	Term; Termination. Unless earlier terminated, each Option shall expire ten (10) years from the date that the Option was granted. Except as otherwise determined by the Committee and set forth in the applicable Award Agreement, no Option granted to a Director (to the extent otherwise exercisable) may be exercised, and such Option shall terminate, after the first to occur of the following events:

(i)	The expiration of three (3) months from the date the Director ceases to serve as a Director by reason of such Director’s voluntary resignation;
(ii)	The expiration of twelve (12) months from the date the Director ceases to serve as a Director other than by reason of such Director’s voluntary resignation, removal for cause; or
(iii)	The expiration of three (3) years from the date that the Director retires from the Board; or
(iv)	The removal of the Director for cause.

(d)	Terms and Conditions of Options; Vesting. Each Option granted pursuant to the Plan shall be evidenced by an Award Agreement. The Award Agreement may contain such terms, provisions and conditions as may be determined by the Committee and not inconsistent with the Plan. Each Option granted under the Plan shall vest and become exercisable in a manner determined by the Committee at the time the Award is granted and set forth in the applicable Award Agreement. Vesting of Options may be based upon either or both of (i) the attainment of performance goals by the Company, or (ii) the continued service on the Board by the Director. All performance-based Options will have a minimum vesting period of one (1) year. No Option shall be exercisable prior to vesting. Notwithstanding the foregoing, each Option shall become immediately exercisable as to all shares covered by such Option in the event a Director’s service as a Director terminates as a result of death, Disability, failure to be nominated for election as a Director or failure to be elected by stockholders as a Board member. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, each Option shall vest and become immediately exercisable in the event of a Change in Control.
(e)	Assignability of Options. Each Option granted pursuant to the Plan shall, during the Director’s lifetime, be exercisable only by the Director, and the Option shall not be transferable by the Director by operation of law or otherwise other than by will or the laws of descent and distribution.
(f)	Exercise of Options. An Option may be exercised in whole or in part, to the extent it is then exercisable, only by written notice to the Company at its principal office accompanied by payment in cash or by check of the full exercise price for the shares with respect to which the Option, or portion thereof, is exercised. However, the Committee may, in its discretion, (i) allow payment, in whole or in part, through the delivery of shares of Stock which have been owned by the Director for at least six (6) months, duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (ii) allow payment, in whole or in part, through the surrender of shares of Stock then issuable upon exercise of the

8

Option having a fair market value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the delivery of a notice that the Director has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that the Company shall not deliver such shares until payment of such proceeds is received by the Company; or (iv) allow payment through any combination of the consideration provided in the foregoing clauses (i), (ii) and (iii).

8. Rights of Directors

Nothing contained in the Plan or in any Option or Restricted Stock Award granted under the Plan shall interfere with or limit in any way the right of the stockholders of the Company to remove any Director from the Board pursuant to the Certificate of Incorporation or bylaws of the Company, nor confer upon any Director any right to continue in the service of the Company.

9. General Restrictions

(a)	Investment Representations. The Company may require any Director to whom an Option or Restricted Stock Award is granted, as a condition of receiving such Option or Restricted Stock Award or exercising an Option, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Option or Stock subject to the Restricted Stock Award or Option for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with Federal and applicable state securities laws.
(b)	Compliance With Securities Laws. Each Option or Restricted Stock Award shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Option or Restricted Stock Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of shares thereunder, such Restricted Stock Award or Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.
(c)	Taxes. Each Director shall make appropriate arrangements for the satisfaction of any applicable federal, state or local income or other tax withholding requirements applicable to any Restricted Stock Award or Option granted hereunder. In addition, each Director shall provide the Company with a copy of any election, which such Director may make under Section 83(b) of the Internal Revenue Code with respect to a Restricted Stock Award.

10. Plan Amendment, Modification and Termination

The Board may at any time and from time to time alter, amend, modify, suspend or terminate the Plan in whole or in part; provided, however, that no amendment or modification shall be effective without stockholder approval (a) if such approval is

9

required by law or NYSE rules or (b) if such amendment or modification either eliminates or revises the succeeding proviso; and provided further, however, that the Board (or Committee) may amend the number of shares subject to, or the dollar value of, Awards granted pursuant to Sections 6(a) and 7(a) hereof only if it shall have received advice to such effect from an outside compensation consultant. No amendment, modification or termination of the Plan shall in any manner adversely affect any Options or Restricted Stock Awards theretofore granted under the Plan without the consent of the Director holding such Options or Restricted Stock Awards.

11. Requirements of Law

(a)	Compliance with Law. The issuance of Stock and the payment of cash pursuant to the Plan shall be subject to all applicable laws, rules and regulations.
(b)	Rule 16b-3. Awards and transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan or action by the Board or the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board or the Committee. Moreover, in the event the Plan does not include a provision required by Rule 16b-3 to be stated therein in order to qualify the Plan as a formula plan, such provision (other than one relating to eligibility requirements, or the price and amount of Awards) shall be deemed automatically to be incorporated by reference into the Plan.
(c)	Governing Law. The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of California.

12. Duration of the Plan

The Plan shall terminate ten (10) years after the date the Plan is first approved by stockholders of the Company or at such earlier time as may be determined by the Board, and no Option Awards or Restricted Stock Awards shall be granted after such termination.

CON-WAY INC.
By:
	Jennifer W. Pileggi
	Senior Vice President, General Counsel and Secretary

10

EX-10.50

Exhibit 10.50

CON-WAY INC.

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

AMENDED AND RESTATED DECEMBER 2008

CON-WAY INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

AMENDED AND RESTATED DECEMBER 2008

TABLE OF CONTENTS

	Page
Preamble		1
ARTICLE I Definitions		1
1.1 “Account Balance”		1
1.2 “Administrative Appendix”		1
1.3 “Annual Deferral Amount”		1
1.4 “Beneficiary”		1
1.5 “Board”		2
1.6 “Cash Account”		2
1.7 “Change in Control”		2
1.8 “Claimant”		3
1.9 “Code”		3
1.10 “Committee”		3
1.11 “Common Stock”		3
1.12 “Company”		3
1.13 “Con-way Administrative Committee”		3
1.14 “Director”		3
1.15 “Distribution Event”		3
1.16 “Dividend Equivalent”		3
1.17 “Election Form”		4
1.18 “ERISA”		4
1.19 “Fair Market Value”		4
1.20 “Fixed Date Distribution”		4
1.21 “Participant”		4
1.22 “Phantom Stock Account”		4
1.23 “Phantom Stock Unit”		4
1.24 “Plan”		4
1.25 “Plan Administrator”		4
1.26 “Plan Entry Date”		4
1.27 “Plan Year”		4
1.28 “Termination Benefit”		4
1.29 “Termination of Service”		4
1.30 “Unforeseeable Financial Emergency”		4

i

	Page
ARTICLE II Eligibility, Enrollment		5
2.1 Eligibility		5
2.2 Enrollment Requirement		5
2.3 Commencement of Participation		5
ARTICLE III Returns		5
ARTICLE IV Distribution to Participant		5
4.1 Fixed Date Distribution		5
4.2 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies		6
4.3 Termination Benefit		6
4.4 Payment of Termination Benefit		6
ARTICLE V Distribution to Beneficiary		7
ARTICLE VI Termination, Amendment or Modification		7
6.1 Termination		7
6.2 Amendment		7
6.3 Effect of Payment		8
ARTICLE VII Administration		8
7.1 Plan Sponsor and Administrator		8
7.2 Powers and Authority of the Company		8
7.3 Plan Administrator		8
7.4 Binding Effect of Decisions		9
7.5 Indemnification		10
7.6 Stock Subject to the Plan		10
7.7 Equitable Adjustment		10
ARTICLE VIII Claims Procedures		10
ARTICLE IX Miscellaneous		10
9.1 Unsecured General Creditor		10
9.2 Company’s Liability		11
9.3 Nonassignability		11
9.4 Furnishing Information		11
9.5 Captions		11
9.6 Governing Use		11
9.7 Notice		11
9.8 Successors		12
9.9 Spouse’s Interest		12

ii

	Page
9.10 Incompetence		12
9.11 Distribution in the Event of Taxation		12
9.12 Legal Fees To Enforce Rights		13
9.13 Payment of Withholding		13
9.14 Coordination with Other Benefits		13

iii

Preamble

The purpose of this Plan is to enhance the motivational value of the fees paid to non-employee directors, who contribute materially to the continued growth, development and future business success of the Company and its subsidiaries, by providing them the opportunity to defer cash compensation. The Plan is intended to aid the Company and its subsidiaries in attracting and retaining directors and give them an incentive to increase the profitability of the Company and its subsidiaries.

The Company maintains this Plan pursuant to Election Forms completed by Directors in advance of each Plan Year. In order to provide more complete documentation for the Plan, the Company previously adopted restatements of the Plan effective January 1, 1998 (the “Original Effective Date”) and January 1, 2008. The Company hereby further amends and restates the Plan effective January 1, 2009 (the “Effective Date”) to conform certain governance and administrative positions with those of the 2005 Deferred Compensation Plan for Non-Employee Directors (December 2008 Restatement).

ARTICLE I

Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” means the sum of (i) amounts credited to a Participant’s Cash Account, plus (ii) Phantom Stock Units credited to a Participant’s Phantom Stock Account, reduced (iii) by all distributions made in accordance with the terms and conditions of this Plan. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant pursuant to this Plan.

1.2 “Administrative Appendix” means the rules and procedures governing the administration of this Plan, as set forth in a separate appendix which by this reference is specifically incorporated into the Plan.

1.3 “Annual Deferral Amount” means that portion of a Participant’s annual retainer fee, meeting fees, and chair fees, if applicable, that a Participant elects to have and is deferred, in accordance with the Plan, for any one Plan Year. In the event of death or Termination of Service prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.4 “Beneficiary” means one or more persons, trusts, estates or other entities, designated in accordance with the Plan, that are entitled to receive benefits under this Plan upon the death of a Participant.

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

1.6 “Cash Account” shall mean that portion of a Participant’s Account Balance that is not credited to such Participant’s Phantom Stock Account.

1.7 “Change in Control” means a change in control of the Company, which will be deemed to have occurred if:

a.	any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (C) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the outstanding common stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding voting securities;
b.	the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Original Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Original Effective Date, or whose appointment, election or nomination for election was previously so approved or recommended;
c.	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined), directly or indirectly, acquired 25% or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such person any securities acquired

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directly from the Company or its “affiliates,” as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act); or

d.

the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

1.8	“Claimant” means any Participant or Beneficiary of a deceased Participant who makes a claim for determination under the Plan.
1.9	“Code” means the Internal Revenue Code of 1986, as amended.
1.10	“Committee” means the Director Affairs Committee of the Board or its delegates.
1.11	“Common Stock” means the common stock, par value $0.625 per share, of the Company.
1.12	“Company” means Con-way Inc., a Delaware corporation.
1.13	“Con-way Administrative Committee” means the committee delegated by the Compensation Committee of the Board to serve as the named fiduciary of the Company’s tax-qualified retirement plans.
1.14	“Director” means a non-employee member of the Board.
1.15	“Distribution Event” shall mean: (a) in the case of a withdrawal for an Unforeseeable Financial Emergency, the date the Plan Administrator approves the payout, provided that a Distribution Event shall only be deemed to have occurred for the portion of the Participant’s Account Balance that is approved to be paid out; (b) in the case of death, the date of death; (c) in the case of a Fixed Date Distribution, the last day of the Plan Year immediately preceding the Plan Year chosen by the Participant on the Election Form for such distribution; and (d) in the case of a Termination Benefit, the last day of the Plan Year in which the Termination of Service occurred.
1.16	“Dividend Equivalent” means an amount representing the dividend paid on that number of shares of Common Stock equal to the number of Phantom Stock Units credited to a Participant’s Phantom Stock Account as of the record date for such dividend.

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1.17	“Election Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to make an election under the Plan. A Participant may complete and return the Election Form electronically and such electronic transmission shall be treated as a valid signature.
1.18	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.19	“Fair Market Value” of a share of Common Stock as of a particular date shall mean the closing price per share of Common Stock on the New York Stock Exchange on the last trading day immediately preceding such date.
1.20	“Fixed Date Distribution” means a distribution of an Annual Deferral Amount, plus returns credited in accordance with the Plan, to be made during a future month of January specified by the Participant in accordance with Section 4.1.
1.21	“Participant” for any Plan Year means any Director who commences participation in accordance with Article 2.
1.22	“Phantom Stock Account” shall mean that portion of a Participant’s Account Balance which is credited with Phantom Stock Units.
1.23	“Phantom Stock Unit” shall mean a unit which shall at all times be equal in value to one whole share of Common Stock.
1.24	“Plan” means the Company’s Deferred Compensation Plan for Non-Employee Directors, Amended and Restated December 2008, evidenced by this instrument, as amended from time to time and as supplemented by the Administrative Appendix.
1.25	“Plan Administrator” means the Committee, or any person or persons to whom the Committee delegates its authority or any portion thereof.
1.26	“Plan Entry Date” means January 1 of each Plan Year.
1.27	“Plan Year” means the period beginning on January 1 of each year and continuing through December 31 of that year.
1.28	“Termination Benefit” means the benefit set forth in Section 4.3.
1.29	“Termination of Service” means cessation of membership on the Board for any reason.
1.30	“Unforeseeable Financial Emergency” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in

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severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Plan Administrator.

ARTICLE II

Eligibility, Enrollment.

2.1 Eligibility. Participation in the Plan shall be limited to Directors who are not employed by the Company or any member of the Company’s controlled group of corporations.

2.2 Enrollment Requirement. The Plan Administrator shall establish from time to time such enrollment requirements as it determines in its sole discretion are necessary.

2.3 Commencement of Participation. Provided a Director has met all enrollment requirements set forth by the Plan Administrator, the Director may commence participation in the Plan on the Plan Entry Date that immediately follows the Director’s election to participate in the Plan.

ARTICLE III

Returns

Prior to distribution, returns in respect to a Participant’s Cash Account and Phantom Stock Units in respect to a Participant’s Phantom Stock Account shall be credited as provided in the Administrative Appendix.

ARTICLE IV

Distribution to Participant

4.1 Fixed Date Distribution.

a. In connection with each election to defer an Annual Deferral Amount, a Participant may, subject to subsection (b), elect to receive a distribution from the Plan with respect to that Annual Deferral Amount in the month of January one or more years after the Plan Year of deferral and prior to Termination of Service. This Fixed Date Distribution shall be an amount that is equal to the sum of the Annual Deferral Amount and returns credited in accordance with the Plan. The calendar year in which the Fixed Date Distribution is made or commences shall be elected at the time

5

	of the election to defer the Annual Deferral Amount and is irrevocable. The Fixed Date Distribution shall be paid in a lump sum or annual installments over a period of up to five (5) years, as determined in accordance with the rules in Section 4.4.
b.	If a Participant who has elected one or more Fixed Date Distributions has a Termination of Service before the start of the Plan Year in which the Participant’s Fixed Date Distribution is to be made or commenced, the Participant’s Account Balance shall be paid at the time and in the form elected by the Participant in accordance with Section 4.4 and not as the Fixed Date Distribution.

4.2 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Plan Administrator to (i) suspend any deferrals required to be made by the Participant and/or (ii) receive a partial or full payout from the Plan. The Plan Administrator may, in its sole discretion, accept or deny such petition. Any payout shall not exceed the lesser of the Participant’s Account Balance or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. The suspension shall continue for such period of time and/or the reinstatement of deferrals shall occur at a date, as specified by the Plan Administrator, in its sole discretion. If the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within sixty (60) days of the date of approval.

4.3 Termination Benefit. Upon a Participant’s Termination of Service, the Participant shall be entitled to receive a Termination Benefit, payable in accordance with the terms of Section 4.4, which shall be equal to the Participant’s Account Balance determined as of the date of the Termination of Service, plus returns credited to the Participant’s Account Balance in accordance with the Plan.

4.4 Payment of Termination Benefit. A Participant may elect on the Election Form prior to the beginning of each Plan Year to receive the Termination Benefit for such Plan Year in a lump sum or in annual installments over a period of up to five (5) years. The lump sum payment or the first installment shall be made in the month of January of the year following the Plan Year in which the Termination of Service occurs. For purposes of payment, the Participant’s Account Balance shall be divided into subaccounts, one for each form elected by the Participant. Notwithstanding the foregoing, payment shall be made in a lump sum as follows in lieu of any different form provided on the Election Form then in effect:

a. If the Participant incurs a Termination of Service within one year after a Change in Control, the Termination Benefit shall be paid in a lump sum within twenty (20) days of the Termination of Service; provided, however, that solely for purposes of this Section 4.4(a), the date of Termination of Service shall be deemed to be a Distribution Event and returns shall

6

cease to be credited to the Participant’s Account Balance in accordance with the Plan.

b.

If the balance in a Participant’s Cash Account plus the Fair Market Value of the shares of Common Stock underlying the Phantom Stock Units credited to such Participant’s Phantom Stock Account is under $25,000 (or such other dollar amount designated by the Plan Administrator from time to time in its sole discretion) on the date of Termination of Service, such Termination Benefit shall be paid in a lump sum to the Participant in the month of January following the Plan Year of Termination of Service.

ARTICLE V

Distribution to Beneficiary

If a Participant dies with an Account Balance, the total Account Balance shall be paid to the Participant’s Beneficiary within ninety (90) days after the date of death.

ARTICLE VI

Termination, Amendment or Modification

6.1 Termination. The Company reserves the right to terminate the Plan at any time. Prior to a Change in Control, the Plan Administrator shall have the right, at its sole discretion, and notwithstanding any elections made by the Participant to pay the then outstanding Account Balance in a lump sum. After a Change in Control, the Company shall be required to pay such benefits in a lump sum.

6.2 Amendment. The Board may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall deprive a Participant or a Beneficiary of a material right accrued hereunder prior to the date of the amendment or materially and adversely affect the payment of benefits to any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification unless the Participant or Beneficiary so affected consents in writing to the amendment or modification. Notwithstanding the foregoing, the Board may amend the Plan retroactively to the extent the Board is of the opinion that such an amendment is required (i) to avoid the imposition of additional tax liabilities on a Participant under Code section 409A or (ii) to avoid the application of Code section 409A to benefits hereunder or (iii) to conform the Plan to the provisions and requirements of any applicable law, provided that no such amendment may reduce any Participant’s Account Balance. No such amendment shall be considered prejudicial to any interest of a Participant or Beneficiary hereunder.

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6.3 Effect of Payment. The full payment of the applicable benefit under Articles 4 or 5 of the Plan shall completely discharge all obligations to a Participant under this Plan.

ARTICLE VII

Administration

7.1 Plan Sponsor and Administrator. The Company is the Plan Sponsor. The Committee is the Plan Administrator.

7.2 Powers and Authority of the Company. The Company, acting through the Board, has the following absolute powers and authority under the Plan:

a.	To amend or terminate the Plan, at any time and for any reason (subject to Sections 6.1 and 6.2);
b.	To determine the amount, timing, vesting, and other conditions applicable to Plan contributions and benefits;
c.	To set aside funds to assist the Company to meet its obligations under this Plan, provided that the funds are set aside in a manner that does not result in immediate taxation to Participants;
d.	To establish investment policy guidelines applicable to funds (if any) set aside under (c);
e.	To establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits under the Plan;
f.	To take any such other actions as it deems advisable to carry out the purposes of the Plan; and
g.	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan.

7.3 Plan Administrator. The Company has appointed the Committee to act as Plan Administrator. All actions taken by the Committee, or by its delegate, as Plan Administrator will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. All findings, decisions and determinations of any kind made by the Plan Administrator or its delegate shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. The Plan Administrator has the following powers and authority under the Plan:

8

a.	In the exercise of its sole, absolute, and exclusive discretion, to construe and interpret the terms and provisions of the Plan, to remedy and resolve ambiguities, to grant or deny any and all non-routine claims for benefits and to determine all issues relating to eligibility for benefits;
b.	To authorize withdrawals due to Unforeseeable Financial Emergency;
c.	To carry out day-to-day administration of the Plan, including notifying individuals of their eligibility to participate in the Plan and of the provisions of the Plan, processing distributions, establishing enrollment requirements, approving and processing Election Forms, providing Participants with statements of Account and approving and processing changes in the time and/or form of distributions;
d.	To establish administratively reasonable dates, times, and periods, to the extent that the terms of the Plan provide for the Plan Administrator to do so;
e.	To prepare forms necessary for the administration of the Plan, including Election Forms, beneficiary designation forms, investment designation forms, and any other form or document deemed necessary to the effective administration of the Plan;
f.	To approve and adopt communications to be furnished to Participants explaining the material provisions, terms, and conditions of the Plan;
g.	To negotiate and document agreements with Plan service providers;
h.	To amend the Plan for legal, technical, administrative, or compliance purposes, as recommended by legal counsel;
(i)	To amend the Administrative Appendix and the Compliance Appendix;
i.	To work with Plan service providers to ensure the effective administration of the Plan; and
j.	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan, any such delegation to carry with it the full discretion and authority vested in the Plan Administrator.

7.4 Binding Effect of Decisions. The finding, decision, determination or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules

9

and regulations promulgated hereunder shall be final and conclusive and binding upon any and all persons having any interest in the Plan, subject only the Plan’s claims rules. No findings, decisions or determinations of any kind made by the Plan Administrator shall be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner.

7.5 Indemnification. The Company shall indemnify and hold harmless the named fiduciaries and any officers or employees of the Company and its subsidiaries to which fiduciary responsibilities have been delegated from and against any and all liabilities, claims, demands, costs and expenses including attorneys fees, arising out of an alleged breach in the performance of their fiduciary duties under the Plan and ERISA, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company shall have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this paragraph applies.

7.6 Stock Subject to the Plan. Unless otherwise determined by the Board, shares of Common Stock utilized for purposes of distributions of Plan benefits shall consist of shares held in the Company’s treasury.

7.7 Equitable Adjustment. In the event that the Plan Administrator shall determine that any dividend or other distribution (whether in the form of cash or Common Stock or other property), or recapitalization, Common Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Plan Administrator shall make such equitable changes or adjustments as it deems necessary to any or all of the number of Phantom Stock Units credited to Participants’ Phantom Stock Accounts and/or the number and kind of shares of stock to which such Phantom Stock Units relate or that may thereafter be distributed in respect of amounts credited to a Participant’s Phantom Stock Account.

ARTICLE VIII

Claims Procedures

The Plan’s claims procedures are set forth in the Administrative Appendix.

ARTICLE IX

Miscellaneous

9.1 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims

10

in any property or assets of the Company. Any and all of the Company’s assets shall be, and remain, its general, unpledged and unrestricted assets. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

9.2 Company’s Liability. Amounts payable to a Participant or Beneficiary under this Plan shall be paid from the general assets of the Company (including without limitation the assets of any trust established to fund payment of obligations hereunder) exclusively.

9.3 Nonassignability. Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable, except that the foregoing shall not apply to any family support obligations set forth in a court order. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

9.4 Furnishing Information. A Participant will cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Plan Administrator may deem necessary.

9.5 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

9.6 Governing Use. The provisions of this Plan shall be construed and interpreted according to the laws of the State of California, to the extent not preempted by federal law.

9.7 Notice. Any notice or filing required or permitted to be given to the Plan Administrator under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, return receipt requested, to:

Con-way Inc.
Director Affairs Committee
Deferred Compensation Plan for Non-Employee Directors
2855 Campus Drive, Suite 300
San Mateo, California 94403

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Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

9.8 Successors. The provisions of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Participant, the Participant’s Beneficiaries, and their permitted successors and assigns.

9.9 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

9.10 Incompetence. If the Plan Administrator determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Plan Administrator may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate and/or such indemnification of the Plan Administrator and the Company and security, as it deems appropriate, in its sole discretion, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

9.11 Distribution in the Event of Taxation. If, for any reason, all or any portion of a Participant’s benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Plan Administrator for a distribution of assets sufficient to meet the Participant’s tax liability (including additions to tax, penalties and interest). Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute to the Participant immediately available funds in an amount equal to that Participant’s federal, state and local tax liability associated with such event of taxation (which amount shall not exceed a Participant’s accrued benefit under the Plan), such tax liability shall be measured by using that Participant’s then current highest federal, state and local marginal tax rate, plus the rates or amounts for the applicable additions to tax, penalties and interest. If the petition is granted, the tax liability distribution shall be made within ninety (90) days of the date when the Participant’s petition is granted. Such a distribution shall reduce the benefits to be paid under this Plan.

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9.12 Legal Fees To Enforce Rights. If the Company has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorizes such Participant to retain counsel chosen by the Participant and agrees to pay reasonable legal fees and expenses of the Participant incurred in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, or any director, officer, shareholder or other person affiliated with the Company, or any successor thereto in any jurisdiction, provided that such Participant prevails in such action.

9.13 Payment of Withholding. As a condition of receiving benefits under the Plan, the Participant shall pay the Company not less than the amount of all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any benefits paid and/or from Directors fees, in its sole discretion.

9.14 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for Directors. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. In no event shall distributions under the Plan prior to Termination of Service have the effect of increasing payments otherwise due under the various retirement plans of the Company and its subsidiaries.

IN WITNESS WHEREOF, the Company has amended and restated this Plan as of December                      , 2008.

CON-WAY INC.
By:
	Jennifer W. Pileggi
	Its: Senior Vice President, General Counsel and Secretary

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ADMINISTRATIVE APPENDIX

TO

CON-WAY INC.

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

AMENDED AND RESTATED DECEMBER 2008

This Administrative Appendix to the Con-way Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plan”) sets forth the rules and procedures governing the administration of the Plan as applied to benefits under such Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Plan.

A. Claims Procedures

A.1

Presentation of Claim. Any Participant or Beneficiary of a deceased Participant may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant:

A.2

Notification of Decision. The Plan Administrator shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
(b)	that the Plan Administrator has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)	the specific reason(s) for the denial of the claim, or any part of it;
(ii)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

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(iii)	a description of any additional material or information necessary for the Claimant to clarify or perfect the claim, and an explanation of why such material or information is necessary; and
(iv)	an explanation of the claim review procedure set forth in Section A.3 below.

A.3 Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Plan Administrator that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Plan Administrator a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a)	may review pertinent documents;
(b)	may submit written comments or other documents; and/or
(c)	may request a hearing, which the Plan Administrator, in its sole discretion, may grant.

A.4 Decision on Review. The Plan Administrator shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Plan Administrator’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant and it must contain:

(a)	specific reasons for the decision;
(b)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
(c)	such other matters as the Plan Administrator deems relevant.

A.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article A is a mandatory prerequisite to a Participant’s right to commence any legal action with respect to any claim for benefits under this Plan.

B. Deferral Commitments

The Company continues to maintain this Plan, however, deferral elections under this Plan ceased on December 31, 2004 and no deferrals are permitted under this Plan for compensation earned after that date. The Company’s 2005 Deferred Compensation Plan for Non-Employee Directors governs the deferral of compensation earned after December 31, 2004.

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B.1 Permissible Deferrals. A Participant may elect to defer for each Plan Year either of the following:

a.	Minimum. The annual retainer portion of the Participant’s Director fees payable in the Plan Year.
b.	Maximum. The annual retainer and all meeting fees, plus all chair fees, if applicable, payable in the Plan Year.

B.2 Election to Defer.

(a)

Annual Deferrals. The Participant shall make a deferral election by delivering to the Plan Administrator a completed and signed Election Form prior to the intended Plan Entry Date. For each succeeding Plan Year, a new Election Form must be delivered to the Plan Administrator, in accordance with the rules set forth above. If the Election Form is not delivered prior to the Plan Entry Date for a Plan Year, no Annual Deferral Amount shall be deferred for that Plan Year.

(b)

Annual Election of Phantom Stock Units. If permitted by the Plan Administrator, prior to or during the month of January of each Plan Year, each Participant shall have the opportunity to elect (an “Investment Change”) to transfer all or a portion of such Participant’s Cash Account to such Participant’s Phantom Stock Account; provided, however, that an Investment Change may not be elected with respect to any portion of a Participant’s Cash Account that has been designated for a Fixed Date Distribution (the “Excluded Portion”). The amount to be subject to an Investment Change may be determined as a dollar amount or a percentage of the Participant’s Cash Account (excluding the Excluded Portion); provided, however, that no less than five thousand dollars ($5,000) may be made subject to an Investment Change. The amount subject to an Investment Change shall be transferred in accordance with such Participant’s conversion election and Participants may elect to convert all, or less than all, of one or more Plan Year Account Balances into Phantom Stock Units in any order; provided, however, that if a Participant fails to make a conversion election, the amount subject to an Investment Change shall be transferred, first, from such Participant’s earliest deferral under the Plan, and thereafter from subsequent deferrals under the Plan in the order in which they were elected until the entire amount subject to the Investment Change shall have been transferred. Each Investment Change election made by a Participant pursuant to this Section B.2(b) shall be irrevocable when made and shall be effective as of the February 1 following the date that the election is made; provided, however, if the Company’s General Counsel shall have determined that the blackout period for trading in Company securities shall be in effect as

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to that Participant on February 1, then the Investment Change election shall be null and void. The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined in accordance with Section C.1(b).

B.3 Withholding of Deferral Amounts. For each Plan Year, the Annual Deferral Amount shall be withheld at the time or times the Participant’s Director fees otherwise would be paid to the Participant.

C. Returns Credited to Account Balances

C.1 Returns and Crediting During the Deferral Period. Prior to any distribution of benefits under the Plan, returns in respect of a Participant’s Cash Account and Phantom Stock Units in respect of a Participant’s Phantom Stock Account shall be credited as follows:

(a) Cash Account. With respect to the portion of an Annual Deferral Amount for a Plan Year which a Participant has elected to have credited to his or her Cash Account, returns shall be credited to such Participant’s Cash Account as though such Annual Deferral Amount was withheld on the Participant’s Plan Entry Date for that Plan Year.

(1)

Effective as of the Effective Date, the balance in each Participant’s Cash Account shall be compounded quarterly, as of the last day of each calendar quarter, using the prime rate of the Bank of America N.T. & S. A. (or such other rate as the Plan Administrator may determine in its sole discretion prior to the beginning of a Plan Year) in effect as of the first day of such calendar quarter.

(2)

Alternatively, a Participant may elect to have one or more funds selected by the Participant from a list of available funds apply to all or any portion of the Participant’s Cash Account. After any such election becomes effective, such portion of such Participant’s Cash Account will no longer be credited with interest based on the prime rate of the Bank of America N.T. & S. A. (or such other rate as the Plan Administrator may determine in its sole discretion prior to the beginning of a Plan Year), and the performance of the funds selected by such Participant shall determine the gains or losses attributable to such portion of such Participant’s Cash Account (which portion shall be referred to hereafter as the “Invested Portion”). The list of available funds will be those designated by the Con-way Administrative Committee under the Company’s 2005 Deferred Compensation Plan for Non-Employee Directors, as from time to time amended, and the Participant may select from among the available funds under procedures substantially similar to the procedures that apply under such plan. Any election under this

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Section C.1(a)(ii) shall take effect as of the date that the election is made and shall be irrevocable.

For purposes of this Section C.1(a), amounts that are transferred to a Participant’s Phantom Stock Account in a Plan Year pursuant to an Investment Change shall be credited with a return in respect of such Plan Year equal to one-twelfth (1/12) of the return for the full Plan Year.

c. Phantom Stock Account. A Participant’s Phantom Stock Account shall consist of that number of Phantom Stock Units credited with respect to (i) amounts transferred pursuant to an Investment Change in accordance with Section C.2(b) and (ii) Dividend Equivalents credited in respect of Phantom Stock Units previously credited to the Participant’s Phantom Stock Account, in each case as set forth below:

(1)

The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined by dividing (A) the dollar amount subject to the Investment Change by (B) the Fair Market Value per share of Common Stock as of February 1 of the Plan Year to which the Investment Change relates, and

(2)

The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account in respect of Dividend Equivalents shall be equal to (A) the per share dividend paid on a share of Common Stock, multiplied by (B) the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account as of the record date for such dividend, divided by (C) the Fair Market Value per share of Common Stock as of the payment date for such dividend, such crediting to be made as of such payment date.

C.2 Date Through Which Crediting Under Section C.1 Occurs.

d. Crediting Up to a Distribution Event. A Participant’s Cash Account and Phantom Stock Account will be credited with returns in accordance with Section C.1 up to the date of a Distribution Event; provided, however, that in the case of a Termination of Service or Fixed Date Distribution, any Invested Portion of a Participant’s Cash Account will be credited with returns in accordance with Section C.1(a)(ii) up to that date which is the fifteenth (15th) day prior to a Distribution Event or such other administratively reasonable date prior to the date of a Distribution Event as may be determined by the Plan Administrator; and, provided, further, that in the case of a Termination of Service or Fixed Date Distribution, a Participant’s Phantom Stock Account will be credited with returns in accordance with Section C.1(b) up to that date which is the fifteenth

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(15th) day prior to the date of a Distribution Event or such other administratively reasonable date prior to the date of a Distribution Event as may be determined by the Plan Administrator.

e.

Crediting Subsequent Returns. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to Section C.3(b)(i), a Participant’s Cash Account (less the Invested Portion) shall be reduced as of the day on which each installment payment is made. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to Section C.3(b)(ii) or Section C.4, the Invested Portion of a Participant’s Cash Account or Phantom Stock Account, as the case may be, shall be reduced as of that date which is the fifteenth (15th) day prior to the last day of the Plan Year immediately preceding the Plan Year in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator.

C.3 Cash Account Returns and Installment Distributions. In the event a benefit is paid in installments, a Participant’s unpaid Cash Account shall be credited as follows:

f. Crediting.

(1)	Effective as of the Effective Date, as of the last day of each calendar quarter, the undistributed Cash Account (other than the Invested Portion) shall be credited with a return equal to the prime rate of the Bank of America N.T. & S. A. (or such other rate as the Plan Administrator may determine in its sole discretion prior to the beginning of a Plan Year) in effect as of the first day of such calendar quarter.
(2)	The Invested Portion of a Participant’s undistributed Cash Account shall continue to be credited with returns as provided in Section C.1(a)(ii).
(3)	Returns shall start to accrue under this Section C.3 as of the date that returns cease to accrue under Section C.2 above.

g. Installments.

(1) The installment payments of a Participant’s Cash Account (other than the Invested Portion) shall be determined by dividing the Participant’s Cash Account (less the Invested Portion) at the time of the commencement of the installment payments by the number of

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payments over the installment period. Each payment determined above will be considered the principal portion of the installment payment. In addition, each installment payment will include a return calculated for the preceding year in the manner set forth in Section C.3(a)(i) above. Installment payments shall commence in the month of January following such Participant’s Fixed Date Distribution or Termination of Service. All additional installment payments shall be paid in the month of January of succeeding years.

(2)

Installment payments of the Invested Portion of a Participant’s Cash Account shall be determined based on the value of the Invested Portion as of that date which is the fifteenth (15th) day prior to the last day of the Plan Year immediately preceding the Plan Year in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator. The amount of each installment payment made with respect to the Invested Portion of a Participant’s Cash Account shall be determined by dividing the Invested Portion of a Participant’s Cash Account (as valued in accordance with this Section C.3(b)(ii)) by the number of remaining installment payments (including the installment payment being made at that time). Installment payments shall commence in the month of January following such Participant’s Fixed Date Distribution or Termination of Service. All additional installment payments shall be paid in the month of January of succeeding years.

C.4 Phantom Stock Account Distributions. Unless the Plan Administrator, in its sole discretion, elects to make all or part of a distribution in cash, distributions from a Participant’s Phantom Stock Account shall be made in the form of (i) one share of Common Stock for each whole Phantom Stock Unit, plus (ii) cash in lieu of any fractional Phantom Stock Unit, determined based on the Fair Market Value of a share of Common Stock as of the date of the Distribution Event; provided, however, that in the case of a Termination of Service or Fixed Date Distribution, such determination will be based on the Fair Market Value of a share of Common Stock as of that date which is the fifteenth (15th) day prior to the date of a Distribution Event or such other administratively reasonable date prior to the date of a Distribution Event as may be determined by the Plan Administrator. If a Participant’s Phantom Stock Account balance is to be distributed in installments, (a) the number of shares of Common Stock to be delivered in a particular installment shall be determined by dividing the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account immediately prior to such installment by the remaining number of installments (with any fractional Phantom Stock Units paid in cash, in accordance with clause (i) above) and (b) notwithstanding anything in Section C.2 to the contrary, Dividend Equivalents

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	shall continue to accrue and be credited to such Participant’s Phantom Stock Account in accordance with Section C.1(b)(ii) during the installment period with respect to Phantom Stock Units that remain credited to such Phantom Stock Account. Installment payments shall be determined based on the value of the Plan Year Account Balance as of that date which is the fifteenth (15th) day prior to the last day of the Plan Year immediately preceding the Plan Year in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator.
C.5	Statement of Accounts. The Plan Administrator shall send to each Participant, within 120 days after the close of each Plan Year, a statement in such form as the Plan Administrator deems desirable setting forth the amount of the Participant’s Account Balance.
C.6	Fair Market Value. Notwithstanding Section 1.19 to the contrary, with respect to calculations made pursuant to Sections B and C relating to the crediting of an Investment Change, the Fair Market Value of a share of Common Stock shall mean the closing price per share of Common Stock on the New York Stock Exchange on February 1 of the relevant year (or, if February 1 falls on a non-trading day, the immediately preceding trading day).

D. Beneficiary Designation

D.1	Beneficiary. Each Participant shall designate a Beneficiary to receive any benefits payable under the Plan upon the Participant’s death.
D.2	Beneficiary Designation. A Participant shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and submitting it to the Plan Administrator or its delegate. A Participant shall have the right to change a Beneficiary at any time without the consent of the Beneficiary, by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the receipt by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant with the Plan Administrator prior to death.
D.3	Spousal Consent. A married Participant’s designation of someone other than the Participant’s Spouse as primary beneficiary shall not be effective unless the Spouse executes a consent in writing that acknowledges the effect of the designation and is witnessed by a plan representative or notary public. No consent is required if it is established to the satisfaction of the Plan Administrator that consent cannot be obtained because the Spouse cannot be located.
D.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided above, the Participant’s designated Beneficiary shall be deemed to be the surviving Spouse. If the Participant has no surviving Spouse, the benefits otherwise payable to a Beneficiary shall be paid to the Participant’s estate.

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D.5	Doubt as to Beneficiaries. If the Plan Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Plan Administrator shall pay such amounts to the Participant’s estate.
D.6	Discharge of Obligations. The payment of benefits under the Plan to a Participant or Participant’s Beneficiary shall fully and completely discharge the Company from all obligations under this Plan with respect to the deceased Participant, Beneficiaries, and any others that may be entitled to such benefits.
D.7	Beneficiary Designation Form. “Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries. A Participant may complete and return the Beneficiary Designation Form electronically and such electronic transmission shall be treated as a valid signature.

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EX-10.51

Exhibit 10.51

CON-WAY INC.

2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

AMENDED AND RESTATED DECEMBER 2008

CON-WAY INC.
2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
AMENDED AND RESTATED DECEMBER 2008

TABLE OF CONTENTS

Preamble	3
ARTICLE 1 Definitions	3
1.1 Account Balance	3
1.2 Administrative Appendix	3
1.3 Annual Deferral Amount	4
1.4 Beneficiary	4
1.5 Board	4
1.6 Change in Control	4
1.7 Claimant	4
1.8 Code	4
1.9 Committee	4
1.10 Common Stock	4
1.11 Company	4
1.12 Con-way Administrative Committee	4
1.13 Director	4
1.14 Distribution Event	4
1.15 Dividend Equivalent	4
1.16 Dollar-Denominated Account	5
1.17 Election Form	5
1.18 ERISA	5
1.19 Fair Market Value	5
1.20 Fixed Date Distribution	5
1.21 Participant	5
1.22 Phantom Stock Account	5
1.23 Phantom Stock Unit	5
1.24 Plan	5
1.25 Plan Administrator	5
1.26 Plan Entry Date	5
1.27 Plan Sponsor	5
1.28 Plan Year	5
1.29 Prime Rate	5
1.30 Separation from Service	5
1.31 Spouse	6
1.32 Subsidiary	6
1.33 Termination Benefit	6
1.34 Termination of Service	6
1.35 Unforeseeable Financial Emergency	6
ARTICLE 2 Eligibility, Enrollment	7
2.1 Eligibility	7
2.2 Enrollment Requirement	7
2.3 Commencement of Participation	7

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ARTICLE 3 Distribution to Participant	7
3.1 Fixed Date Distribution	7
3.2 Withdrawal Payout/Suspensions for Unforeseeable Emergencies	8
3.3 Termination Benefit	8
3.4 Payment of Termination Benefit	8
ARTICLE 4 Distribution to Beneficiary	9
ARTICLE 5 Termination, Amendment or Modification	9
5.1 Termination	9
5.2 Amendment	10
5.3 Effect of Payment	10
ARTICLE 6 Administration	10
6.1 Powers and Authority of the Company	10
6.2 Plan Administrator	11
6.3 Binding Effect of Decisions	12
6.4 Indemnification	12
6.5 Stock Subject to the Plan	12
6.6 Equitable Adjustment	12
ARTICLE 7 Miscellaneous	13
7.1 Unsecured General Creditor	13
7.2 Subsidiaries’ Liability	13
7.3 Company’s Liability	13
7.4 Nonassignability	13
7.5 Furnishing Information	14
7.6 Captions	14
7.7 Governing Use	14
7.8 Notice	14
7.9 Successors	14
7.10 Spouse’s Interest	14
7.11 Incompetence	14
7.12 Saving Clause	15
7.13 Legal Fees To Enforce Rights	15
7.14 Payment of Withholding	15
7.15 Coordination with Other Benefits	15

ii

CON-WAY INC.
2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
AMENDED AND RESTATED DECEMBER 2008

Preamble

WHEREAS, the purpose of this Plan is to enhance the motivational value of the fees paid to non-employee directors who contribute materially to the continued growth, development and future business success of the Company and its subsidiaries by providing them the opportunity to defer cash compensation; and

WHEREAS, the Plan is intended to aid the Company and its subsidiaries in attracting and retaining directors and give them an incentive to increase the profitability of the Company and its subsidiaries; and

WHEREAS, the Company has been treating amounts deferred on and after January 1, 2005, in good faith compliance with Code Section 409A and the regulations and Internal Revenue Service guidance (including Notice 2005-1) thereunder (“Section 409A”);

WHEREAS, effective January 1, 2008 “the Company amended and restated the Plan to comply with the provisions of Section 409A; and.

WHEREAS, the Company hereby further amends and restates the Plan for additional Section 409A compliance purposes, effective January 1, 2009 (the “Effective Date”). For the period from January 1, 2005 through December 31, 2008, the Plan observed operational compliance with Code section 409A, in accordance with transitional guidance issued by the Internal Revenue Service.

ARTICLE 1
Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1

“Account Balance” means the sum of (i) amounts credited to a Participant’s Dollar-Denominated Account, plus (ii) Phantom Stock Units credited to a Participant’s Phantom Stock Account, reduced by (iii) all distributions made in accordance with the terms and conditions of this Plan. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant pursuant to this Plan.

1.2

“Administrative Appendix” means the rules and procedures governing the administration of this Plan, as set forth in a separate appendix which by this reference is specifically incorporated into this Plan.

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1.3	“Annual Deferral Amount” means that portion of a Participant’s annual retainer fee, meeting fees, and chair fees, if applicable, that a Participant elects to have and is deferred, in accordance with the Plan, for any one Plan Year. In the event of a Separation from Service prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.
1.4	“Beneficiary” means one or more persons, trusts, estates or other entities, designated in accordance with the Plan, that are entitled to receive benefits under this Plan upon the death of a Participant.
1.5	“Board” means the Board of Directors of the Company.
1.6	“Change in Control” means the occurrence of an event described in Code Section 409A(a)(2)(v).
1.7	“Claimant” means any Participant or Beneficiary of a deceased Participant who makes a claim for determination under the Plan.
1.8	“Code” means the Internal Revenue Code of 1986, as amended.
1.9	“Committee” means the Director Affairs Committee of the Board or its delegate.
1.10	“Common Stock” means the common stock, par value $0.625 per share, of the Company.
1.11	“Company” means Con-way Inc., a Delaware corporation.
1.12	“Con-way Administrative Committee” means the committee delegated by the Compensation Committee of the Board to serve as the named fiduciary of the Company’s tax-qualified retirement plans.
1.13	“Director” means a member of the Board who is not an employee of the Company or any Subsidiary.
1.14	“Distribution Event” shall mean: (a) in the case of a withdrawal for an Unforeseeable Financial Emergency, the date the Plan Administrator approves the payout, provided that a Distribution Event shall only be deemed to have occurred for the portion of the Participant’s Account Balance that is approved to be paid out; (b) in the case of death, the date of death; (c) in the case of a Fixed Date Distribution, the last day of the Plan Year immediately preceding the Plan Year chosen by the Participant on the Election Form for such distribution; and (d) in the case of a Termination Benefit, the last day of the Plan Year in which the Termination of Service occurred.
1.15	“Dividend Equivalent” means an amount representing the dividend paid on that number of shares of Common Stock equal to the number of Phantom Stock Units credited to a Participant’s Phantom Stock Account as of the record date for such dividend.

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1.16	“Dollar-Denominated Account” shall mean that portion of a Participant’s Account Balance that is not credited to such Participant’s Phantom Stock Account.
1.17	“Election Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to make a deferral election under the Plan. Deferral elections may be made in the format and manner specified by the Plan Administrator (or its delegate), including electronically.
1.18	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.19	“Fair Market Value” of a share of Common Stock as of a particular date shall mean the closing price per share of Common Stock on the New York Stock Exchange on the last trading day immediately preceding such date.
1.20	“Fixed Date Distribution” means a distribution of an Annual Deferral Amount, plus returns credited in accordance with the Plan, to be made during a future month of January as previously and timely elected by the Participant.
1.21	“Participant” for any Plan Year means any Director who commences participation in accordance with Article 2.
1.22	“Phantom Stock Account” shall mean that portion of a Participant’s Account Balance which is credited with Phantom Stock Units.
1.23	“Phantom Stock Unit” shall mean a unit which shall at all times be equal in value to one whole share of Common Stock.
1.24	“Plan” means the Company’s 2005 Deferred Compensation Plan for Non-Employee Directors, Amended and Restated December 2008, as evidenced by this instrument, as amended from time to time.
1.25	“Plan Administrator” means the Committee or any person or persons to whom the Committee delegates its authority or any portion thereof.
1.26	“Plan Entry Date” means January 1 of each Plan Year.
1.27	“Plan Sponsor” means the Company.
1.28	“Plan Year” means the period beginning on January 1 of each year and continuing through December 31 of that year.
1.29	“Prime Rate” means the published Bank of America prime rate, or such other rate as the Plan Administrator may select. For each calendar quarter, the rate shall be the published rate in effect as of the first day of such quarter.
1.30	“Separation from Service” means the termination of a Participant’s personal

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services to the Company and each of its Subsidiaries (whether or not the Subsidiary participates in this Plan) on account of death or Termination of Service.

1.31	“Spouse” has the meaning set forth in the Defense of Marriage Act of 1996 (P.L. 104-199), as amended. (As of January 1, 2005, this definition is a legal union between one man and one woman as husband and wife.)
1.32	“Subsidiary” means any entity in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns at least fifty percent (50%) of the other entities in such chain.
1.33	“Termination Benefit” means the benefit set forth in Section 3.3.
1.34	“Termination of Service” means a Separation from Service for any reason other than death. A Termination of Service is deemed to have occurred for purposes of this Plan on the date when the Participant and the Company reasonably anticipate that the level of bona fide services to be provided by the Participant will be permanently reduced to forty nine percent (49%) or less of the average level of bona fide services provided in the immediately preceding period of twelve (12) consecutive months.
	If the Participant is on a paid leave of absence, the Participant shall continue to be considered to serve as a Director and be treated as providing services at a level equal to the level of services that the Participant would have been required to perform to earn the amount of compensation paid during the paid leave of absence; deferral elections, if any, made by such Participant for that Plan Year shall continue to apply.
	If the Participant is on an unpaid leave of absence, in the absence of a Termination of Service within the meaning of this Plan, the Participant shall continue to be considered to serve as a Director; the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral elections, if any, made for that Plan Year, with no make-up for the period of the leave of absence.
1.35	“Unforeseeable Financial Emergency” means a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, a designated Beneficiary of the Participant, or a dependent (as defined in Code Section 152 without regard to Sections 152(b)(1), (b)(2), and (d)(1)(8)) of the Participant, (ii) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not covered by insurance, for example, not as a result of a natural disaster), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of

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events beyond the control of the Participant. For example, the imminent foreclosure of or eviction of the Participant’s primary residence may constitute an Unforeseeable Financial Emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Financial Emergency. Finally, the need to pay for the funeral expenses of a spouse, Beneficiary, or a dependent (as defined herein) may also constitute an Unforeseeable Financial Emergency. Except as may be otherwise provided in the Treasury Regulations under Code section 409A, the purchase of a home and the payment of college tuition are not Unforeseeable Financial Emergencies.

ARTICLE 2
Eligibility, Enrollment

2.1	Eligibility. Participation in the Plan shall be limited to Directors.
2.2	Enrollment Requirement. The Plan Administrator shall establish from time to time such enrollment requirements as it determines in its sole discretion are necessary.
2.3	Commencement of Participation. Provided a Director has met all enrollment requirements set forth by the Plan Administrator, the Director may commence participation in the Plan on the Plan Entry Date that immediately follows the Director’s election to participate in the Plan.
	In the event that a Participant ceases to be a Director on account of becoming an employee of the Company or any Subsidiary during a Plan Year, then any existing deferral elections will continue in effect for such Plan Year and will apply exclusively to applicable amounts paid to the Participant in his capacity as an “inside” director for the remainder of that Plan Year, but not to any amounts paid to the Participant in his capacity as an employee. Subsequently, the Participant will not be permitted to make any additional deferral elections as a director with respect to this Plan until the January 1 following the date the Participant is no longer an employee of the Company or any Subsidiary, so long as the Participant is a Director as of such date.

ARTICLE 3
Distribution to Participant

3.1 Fixed Date Distribution.

(a) In connection with each election to defer an Annual Deferral Amount, a Participant may, subject to subsection (b), elect to receive a distribution from the Plan with respect to that Annual Deferral Amount in the month of January one or more years after the Plan Year of deferral and prior to

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Termination of Service. This Fixed Date Distribution shall be an amount that is equal to the sum of the Annual Deferral Amount and returns credited in accordance with the Plan. The calendar year in which the Fixed Date Distribution is made or commences shall be elected at the time of the election to defer the Annual Deferral Amount and is irrevocable. The Fixed Date Distribution shall be paid in a lump sum or annual installments over a period of up to five (5) years, as determined in accordance with the rules in Section 3.4.

(b) If a Participant who has elected one or more Fixed Date Distributions has a Termination of Service before the start of the Plan Year in which the Participant’s Fixed Date Distribution is to be made or commenced, the Participant’s Account Balance shall be paid at the time and in the form elected by the Participant in accordance with Section 3.4 and not as the Fixed Date Distribution.

3.2	Withdrawal Payout/Suspensions for Unforeseeable Emergencies. If the Participant experiences an Unforeseeable Emergency, the Participant may petition the Plan Administrator to (i) suspend any deferrals required to be made by a Participant and/or (ii) receive a partial or full payout from the Plan. The Plan Administrator may, in its sole discretion, accept or deny such petition. Any suspension or payout shall not exceed the lesser of the Participant’s Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). If the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval.
3.3	Termination Benefit. Upon a Participant’s Termination of Service, the Participant shall be entitled to receive a Termination Benefit, payable in accordance with the terms of Section 3.4, which shall be equal to the Participant’s Account Balance determined as of the date of the Termination of Service, plus returns credited to the Participant’s Account Balance in accordance with the Plan.
3.4	Payment of Termination Benefit. A Participant may elect on the Election Form prior to the beginning of each Plan Year to receive the Termination Benefit for such Plan Year in a lump sum or in annual installments over a period of up to five (5) years. The lump sum payment or the first installment shall be made in the month of January of the year following the Plan Year in which the Termination of Service occurs. For purposes of payment, the Participant’s Account Balance shall be divided into subaccounts, one for each year elected by the Participant. Notwithstanding the foregoing —

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(a) Payment shall be made in a lump sum as follows in lieu of any different form provided on the Election Form then in effect:

(i)

If the Participant incurs a Termination of Service within one (1) year after a Change in Control, the Termination Benefit shall be paid in a lump sum within twenty (20) days of the Termination of Service; provided, however, that solely for purposes of this subsection 3.4(a)(i), the date of Termination of Service shall be deemed to be a Distribution Event and returns shall cease to be credited to the Participant’s Account Balance in accordance with the Plan.

(ii)

If the Participant’s Termination Benefit is less than $25,000 on the date of Termination of Service, such portion shall be paid in a lump sum to the Participant in the month of January following the Plan Year of Termination of Service.

(b) If the Participant is a Specified Employee (as that term is defined in the Con-way Inc. Deferred Compensation Plan for Executives and Key Employees, as amended from time to time), the lump sum may not be paid, and installments may not commence before the date which is six (6) months after the date of Separation from Service (or, if earlier, the date of death of the Participant). Any such lump sum or installment payments that were scheduled to be paid during the six (6) months after the Separation from Service but which were delayed pursuant to this subsection 3.4(b), shall be paid as soon as administratively practicable following the date which is the first day of the seventh months following the Separation from Service date. Any lump sum or installment payments that were originally scheduled to be paid following the six (6) months after the Separation from Service shall continue to be paid according to their pre-determined schedule.

ARTICLE 4

Distribution to Beneficiary

     If a Participant dies with an Account Balance, the total Account Balance shall be paid to the Participant’s Beneficiary within ninety (90) days after the date of death.

ARTICLE 5
Termination, Amendment or Modification

5.1 Termination. The Company reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Company may elect to accelerate distribution of

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Participant accounts, but only if the accelerated distribution would not result in additional tax to the Participants under Section 409A.

5.2 Amendment. The Board may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall deprive a Participant or a Beneficiary of a material right accrued hereunder prior to the date of the amendment or materially and adversely affect the payment of benefits to any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification unless the Participant or Beneficiary so affected consents in writing to the amendment or modification. Notwithstanding the foregoing, the Board may amend the Plan retroactively to the extent the Board is of the opinion that such an amendment is required to avoid the imposition of additional tax liabilities on a Participant under Code section 409A or to conform the Plan to the provisions and requirements of any applicable law, provided that no such amendment may reduce any Participant’s Account Balance. No such amendment shall be considered prejudicial to any interest of a Participant or Beneficiary hereunder.

5.3 Effect of Payment. The payment of benefits under the Plan to a Participant or Participant’s Beneficiary under Articles 3 or 4, as applicable, shall fully and completely discharge the Company and any Subsidiary from all obligations under this Plan with respect to the Participant, Beneficiaries, and any others that may be entitled to such benefits.

ARTICLE 6
Administration

6.1 Powers and Authority of the Company. The Company, acting through the Board, has the following absolute powers and authority under the Plan:

(a)	To amend or terminate the Plan, at any time and for any reason (subject to Sections 5.1 and 5.2);
(b)	To determine the amount, timing, vesting, and other conditions applicable to Plan contributions and benefits;
(c)	To set aside funds to assist the Company to meet its obligations under this Plan, provided that the funds are set aside in a manner that does not result in immediate taxation to Participants;
(d)	To establish investment policy guidelines applicable to funds (if any) set aside under (c);
(e)	To establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits under the Plan;

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(f)	To take any such other actions as it deems advisable to carry out the purposes of the Plan; and
(g)	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan.

6.2 Plan Administrator. The Company has appointed the Committee to act as Plan Administrator. All actions taken by the Committee, or by its delegate, as Plan Administrator will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. The Company intends the Plan to meet the requirements of Section 409A. The Plan Administrator shall interpret the Plan in such a way as to meet such requirements. The Plan Administrator has the following powers and authority under the Plan:

(a)	In the exercise of its sole, absolute, and exclusive discretion, to construe and interpret the terms and provisions of the Plan, to remedy and resolve ambiguities, to grant or deny any and all non-routine claims for benefits and to determine all issues relating to eligibility for benefits;
(b)	To authorize withdrawals due to Unforeseeable Financial Emergency;
(c)	To carry out day-to-day administration of the Plan, including notifying individuals of their eligibility to participate in the Plan and of the provisions of the Plan, processing distributions, establishing enrollment requirements, approving and processing Election Forms, providing Participants with statements of Account and approving and processing changes in the time and/or form of distributions;
(d)	To establish administratively reasonable dates, times, and periods, to the extent that the terms of the Plan provide for the Plan Administrator to do so;
(e)	To prepare forms necessary for the administration of the Plan, including Election Forms, beneficiary designation forms, investment designation forms, and any other form or document deemed necessary to the effective administration of the Plan;
(f)	To approve and adopt communications to be furnished to Participants explaining the material provisions, terms, and conditions of the Plan;
(g)	To negotiate and document agreements with Plan service providers;
(h)	To amend the Plan for legal, technical, administrative, or compliance

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purposes, as recommended by legal counsel;

(i)	To amend the Administrative Appendix;
(j)	To work with Plan service providers to ensure the effective administration of the Plan; and
(k)	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan, any such delegation to carry with it the full discretion and authority vested in the Plan Administrator.

6.3 Binding Effect of Decisions. The finding, decision, determination or action of the Plan Administrator or its delegate with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon any and all persons having any interest in the Plan unless determined, subject only to the Plan’s claims rules. No findings, decisions or determinations of any kind made by the Plan Administrator or its delegate shall be disturbed unless the Plan Administrator or its delegate has acted in an arbitrary and capricious manner.

6.4 Indemnification. The Company shall indemnify and hold harmless the named fiduciaries and any officers or employees of the Company and its Subsidiaries to which fiduciary responsibilities have been delegated from and against any and all liabilities, claims, demands, costs and expenses including attorneys fees, arising out of an alleged breach in the performance of their fiduciary duties under the Plan and ERISA, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company shall have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this paragraph applies.

6.5 Stock Subject to the Plan. Unless otherwise determined by the Board, shares of Common Stock utilized for purposes of distributions of Plan benefits shall consist of shares held in the Company’s treasury.

6.6 Equitable Adjustment. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash or Common Stock or other property), or recapitalization, Common Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Plan Administrator shall make such equitable changes or adjustments as it deems necessary to any or all of the number of Phantom Stock Units credited to Participants’ Phantom Stock Accounts and/or the number and kind of shares of

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stock to which such Phantom Stock Units relate or that may be thereafter be distributed in respect of amounts credited to a Participant’s Phantom Stock Account.

ARTICLE 7
Miscellaneous

7.1 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company. Any and all of the Company’s assets shall be, and remain, its general, unpledged and unrestricted assets. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

7.2 Subsidiaries’ Liability. None of the Company’s Subsidiaries shall bear any liability to a Participant or a Participant’s Beneficiary for payment of any benefits under the Plan.

7.3 Company’s Liability. Amounts payable to a Participant or Beneficiary under this Plan shall be paid from the general assets of the Company (including without limitation the assets of any trust established to fund payment of obligations hereunder) exclusively. A Participant’s right to Plan distributions shall be no greater than the rights to payment of general, unsecured creditors of the Company. The Company may establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any circumstances to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray its financial liabilities shall be subject to the claims of its general creditors in the event of the Company’s insolvency. The assets of any such trust shall not, at any time, be located outside of the United States or transferred outside of the United States.

7.4 Nonassignability. Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, not be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. Notwithstanding the preceding provisions of this section, the Committee will recognize the provisions of a qualified domestic relations order as defined in ERISA Section 206(d) that does not change the timing of the Participant’s benefit payments.

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7.5 Furnishing Information. A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder.

7.6 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

7.7 Governing Use. The provisions of this Plan shall be construed and interpreted according to the laws of the State of California, to the extent not preempted by federal law.

7.8 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, return receipt requested, to:

Con-way Inc.
Director Affairs Committee
2005 Deferred Compensation Plan for Non-Employee Directors
2855 Campus Drive, Suite 300
San Mateo, California 94403

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

7.9 Successors. The provisions of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Participant, the Participant’s Beneficiaries, and their permitted successors and assigns.

7.10 Spouse’s Interest. The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner, including but not limited to such Spouse’s will, nor shall such interest pass under the laws of intestate succession.

7.11 Incompetence. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or. to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable

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person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate and/or such indemnification of the Committee, and the Company and security, as it deems appropriate, in its sole discretion, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

7.12 Saving Clause. The Company intends the Plan to meet the requirements of Section 409A, the regulations thereunder, and any additional guidance provided by the Treasury Department. Any Plan provision that does not meet such requirements shall be reformed so as to satisfy such requirements if such reformation may be accomplished without substantially adversely affecting a Participant’s benefits, and if in the good faith determination of the Committee such result cannot be achieved, shall be treated as void. Moreover, for purposes of applying the provisions of Section 409A to this Plan, each separately identified amount to which Participant is entitled under this Plan shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Plan shall be treated as a right to a series of separate payments.

7.13 Legal Fees To Enforce Rights. If the Company has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorizes such Participant to retain counsel chosen by the Participant and agrees to pay the reasonable legal fees and expenses of the Participant incurred in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, or any director, officer, shareholder or other person affiliated with the Company, or any successor thereto in any jurisdiction, provided that such Participant prevails in such action.

7.14 Payment of Withholding. As a condition of receiving benefits under the Plan, the Participant shall pay the Company not less than the amount of all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any benefits paid and/or from Directors fees, in its sole determination.

7.15 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for Directors. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. In no event shall distributions under the Plan prior to Termination of Service have the effect

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of increasing payments otherwise due under the various retirement plans of the Company and its subsidiaries.

     IN WITNESS WHEREOF, the Company has executed this Plan restatement on December ___, 2008.

CON-WAY INC.
By:
Its:
	Senior Vice President, General Counsel and Secretary

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ADMINISTRATIVE APPENDIX

TO

CON-WAY INC.

2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

AMENDED AND RESTATED DECEMBER 2008

This Administrative Appendix to the Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (the “Plan”) sets forth the rules and procedures governing the administration of the Plan as applied to benefits under such Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Plan.

A. Claims Procedures

A.1

Presentation of Claim. Any Participant or Beneficiary of a deceased Participant may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant:

A.2

Notification of Decision. The Plan Administrator shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
(b)	that the Plan Administrator has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)	the specific reason(s) for the denial of the claim, or any part of it;
(ii)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
(iii)	a description of any additional material or information necessary for the Claimant to clarify or perfect the claim, and an explanation of

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why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section A.3 below.

A.3 Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Plan Administrator that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Plan Administrator a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a)	may review pertinent documents;
(b)	may submit written comments or other documents; and/or
(c)	may request a hearing, which the Plan Administrator, in its sole discretion, may grant.

A.4 Decision on Review. The Plan Administrator shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Plan Administrator’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant and it must contain:

(a)	specific reasons for the decision;
(b)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
(c)	such other matters as the Plan Administrator deems relevant.

A.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article A is a mandatory prerequisite to a Participant’s right to commence any legal action with respect to any claim for benefits under this Plan.

B. Deferral Commitments

B.1 Permissible Deferrals. A Participant may elect to defer for each Plan Year either of the following:

(a) Minimum. The annual retainer portion of the Participant’s Director fees payable in the Plan Year or.

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(b) Maximum. The annual retainer and all meeting fees, plus all chair fees payable in the Plan Year, if any.

B.2	Election to Defer. Each newly eligible Participant shall make a deferral election by delivering to the Plan Administrator a completed and signed Election Form prior to the Participant’s initial Plan Entry Date. For each succeeding Plan Year, a new Election Form must be delivered to the Plan Administrator before the end of the previous Plan Year, in accordance with the rules set forth above. If the Election Form is not delivered prior to the applicable Plan Entry Date, no Annual Deferral Amount shall be deferred for that Plan Year.
B.3	Annual Election of Phantom Stock Units. If permitted by the Plan Administrator, prior to or during the month of January of each Plan Year prior to the commencement of installment payments, each currently eligible Participant who has an Account Balance shall have the opportunity to elect (an “Investment Change”) to transfer all or a portion of such Participant’s Dollar-Denominated Account to such Participant’s Phantom Stock Account; provided, however, that an Investment Change may not be elected with respect to any portion of a Participant’s Dollar-Denominated Account that has been designated for a Fixed Date Distribution (the “Excluded Portion”). The amount to be subject to an Investment Change may be determined as a dollar amount or a percentage of the Participant’s Dollar-Denominated Account (excluding the Excluded Portion); provided, however, that no less than five thousand dollars ($5,000) may be made subject to an Investment Change. The Participant may elect to convert amounts credited to one or more Plan Year Account Balances, in any order selected by the Participant. Each Investment Change election made by a Participant pursuant to this Section B.3 shall be irrevocable when made and shall be effective as of the February 1 following the date that the election is made; provided, however, if the Company’s General Counsel shall have determined that the blackout period for trading in Company securities shall be in effect as to that Participant on February 1, then the Investment Change election shall be null and void. The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined in accordance with subsection C.1(d).
B.4	Withholding of Deferral Amounts. For each Plan Year, the Annual Deferral Amount shall be withheld at the time or times the Participant’s Director fees otherwise would be paid to the Participant.

C. Returns Credited to Account Balances

C.1 Returns and Crediting During Deferral Period. Prior to any distribution of benefits under the Plan, returns in respect of a Participant’s Dollar-Denominated Account and Phantom Stock Units in respect of a Participant’s Phantom Stock Account shall be credited as follows:

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(a) Dollar-Denominated Account for Plan Year Account Balances for 2005 and 2006.

(i)	This subsection C.1(a) shall apply to Plan Year Account Balances for 2005 and 2006, except as otherwise provided in subsection C.1(c).
(ii)	With respect to the portion of the Annual Deferral Amounts for a Plan Year which a Participant has elected to have credited to his or her Dollar-Denominated Account, returns shall be credited to such Participant’s Dollar-Denominated Account as though the portion of such Annual Deferral Amount withheld during any calendar quarter was withheld on the first day of the following calendar quarter (or such other administratively reasonable date as shall be determined by the Plan Administrator).
(iii)	The balance in each Participant’s Dollar-Denominated Account shall be compounded quarterly, as of the last day of each calendar quarter, using the Prime Rate, or such other rate as the Plan Administrator may determine in its sole discretion prior to the beginning of a Plan Year. For this purpose, amounts that are transferred to a Participant’s Phantom Stock Account in a Plan Year pursuant to an Investment Change shall be credited with a return in respect of such Plan Year equal to one twelfth (1/12) of the return for the full Plan Year.

(b) Dollar-Denominated Account for Plan Year Account Balances for Plan Years after 2006.

(i)	This subsection C.1(b) shall apply to Plan Year Account Balances for Plan Years after 2006.
(ii)	With respect to the portion of the Annual Deferral Amounts for a Plan Year which a Participant has elected to have credited to his or her Dollar-Denominated Account, returns shall be credited to such Participant’s Dollar-Denominated Account as though the portion of such Annual Deferral Amount withheld during any calendar quarter was withheld on the first day of the following calendar quarter (or such other administratively reasonable date as shall be determined by the Plan Administrator).
(iii)	The Con-way Administrative Committee shall designate a group of investments (and may make changes to the designated group of investments from time to time as it deems appropriate) from which Participants may select. Company stock shall not be designated as an available investment. The performance of the investments selected by the Participant will determine the gains or losses that

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will be attributed to such Participant’s Dollar-Denominated Account. The Con-way Administrative Committee shall report to the Compensation Committee of the Board from time to time with respect to the designated investments (and changes in designated investments), including an explanation of the reasons for the designation (or change in designation).

(c)

Election with respect to Dollar-Denominated Account for Plan Year Account Balances for 2005 and 2006. Notwithstanding subsections C.1(a) and (b) and subsections C.3(a) and (b), a Participant may elect to have any portion of the Participant’s Dollar-Denominated Account for Plan Year Account Balances for 2005 and 2006 treated for purposes of subsection C.1(b)(iii) and Section C.3 as a Dollar-Denominated Account for Plan Year Account Balances for Plan Years after 2006. After any such election becomes effective, the performance of the investments selected by the Participant from the designated group of investments will determine the gains or losses that will be attributed to that portion of such Participant’s Dollar-Denominated Account. Such election shall take effect within an administratively reasonable period after the election is made and shall be irrevocable.

(d)

Phantom Stock Account. A Participant’s Phantom Stock Account shall consist of that number of Phantom Stock Units credited with respect to (i) amounts transferred pursuant to an Investment Change in accordance with Section C.3 and (ii) Dividend Equivalents credited in respect of Phantom Stock Units previously credited to the Participant’s Phantom Stock Account, in each case as set forth below:

(i)

The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined by dividing (A) the dollar amount subject to the Investment Change by (B) the Fair Market Value per share of Common Stock as of February 1 of the Plan Year to which the Investment Change relates; and

(ii)

The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account in respect of Dividend Equivalents shall be equal to (A) the per share dividend paid on a share of Common Stock, multiplied by (B) the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account as of the record date for such dividend, divided by (C) the Fair Market Value per share of Common Stock as of the payment date for such dividend, such crediting to be made as of such payment date.

C.2 Date Through Which Crediting Under Section C.1 Occurs.

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(a)

Crediting Up to a Distribution Event. A Participant’s Dollar-Denominated Account and Phantom Stock Account will be credited with returns in accordance with Section C.1 up to the date of a Distribution Event; provided, however, that in the case of a Termination of Service or Fixed Date Distribution, any portion of a Participant’s Dollar-Denominated Account treated as a Dollar-Denominated Account for Plan Year Account Balances for Plan Years after 2006 pursuant to subsection C.1(b) will be credited with returns in accordance with subsection C.1(b) up to that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the Distribution Event or such other administratively reasonable date prior to the date of a Distribution Event as may be determined by the Plan Administrator; and, provided, further, that in the case of a Termination of Service or Fixed Date Distribution, a Participant’s Phantom Stock Account will be credited with returns in accordance with subsection C.1(d) up to that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the Distribution Event or such other administratively reasonable date prior to the date of a Distribution Event as may be determined by the Plan Administrator.

(b)

Crediting Subsequent Returns. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to subsection C.3(a), a Participant’s Dollar-Denominated Account shall be reduced as of the day on which each installment payment is made. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to subsection C.3(b) or subsection C.4(b), a Participant’s Dollar-Denominated Account or Phantom Stock Account, as the case may be, shall be reduced as of that date which is the fifteenth (15th) day of the last month of the Plan Year immediately preceding the Plan Year in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator.

C.3 Dollar-Denominated Account Returns and Installment Distributions. In the event a benefit is paid in installments, a Participant’s unpaid Dollar-Denominated Account shall be credited as follows:

(a) For Plan Year Account Balances for 2005 and 2006.

(i)	Application. This subsection C.3(a) shall apply to Plan Year Account Balances for Plan Years 2005 and 2006, except as otherwise provided in subsection C.1(c).
(ii)	Crediting. As of the last day of each calendar quarter, the undistributed Dollar-Denominated Account shall be credited with a return equal to the Prime Rate or such other rate as the Plan Administrator may determine in its sole discretion prior to the

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beginning of a Plan Year. Returns shall start to accrue under this Section C.3 as of the date that returns cease to accrue under Section C.1 above.

(iii) Installments. The installment payments shall be determined by dividing the Participant’s Dollar-Denominated Account at the time of the commencement of the installment payments by the number of payments over the installment period. Each payment determined above will be considered the principal portion of the installment payment. In addition, each installment payment will include a return calculated for the preceding year using the rate determined in this subsection C.3(a). Installment payments shall commence in the month of January following such Participant’s Fixed Date Distribution or Termination of Service, but not before the time permitted by subsection 3.4(b). All additional installment payments shall be paid in the month of January of succeeding years.

(b) For Plan Year Account Balances for Plan Years after 2006.

(i)	Application. This subsection C.3(b) shall apply for Plan Year Account Balances for Plan Years after 2006, except as otherwise provided in subsection C.1(c).
(ii)	Crediting. Returns shall continue to be credited as provided in subsection C.1(b)(iii).
(iii)	Installments. Installment payments shall be determined based on the value of the Plan Year Account Balance as of that date which is the fifteenth (15th) day prior to the last day of the Plan Year immediately preceding the Plan Year in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator. The amount of each installment payment made with respect to each Plan Year Account Balance shall be determined by dividing the Participant’s Plan Year Account Balance by the number of the remaining installment payments (including the installment payment being made at that time). Installment payments shall commence in the month of January following such Participant’s Fixed Date Distribution or Separation from Service, but not before the time permitted by subsection 3.4(b). All additional installment payments shall be paid in the month of January of succeeding years.

C.4 Phantom Stock Account Distributions. Unless the Plan Administrator, in its sole discretion, elects to make all or part of a distribution in cash, distributions from a Participant’s Phantom Stock Account shall be made in the form of (i) one share of Common Stock for each whole Phantom Stock Unit, plus (ii) cash in lieu of any

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fractional Phantom Stock Unit.

(a) If a Participant’s Phantom Stock Account balance is to be distributed in a lump sum and all or part of the balance is to be distributed in cash, including cash in lieu of a fractional Phantom Stock Unit, the amount of cash will be determined based on the Fair Market Value of a share of Common Stock as of the date of the Distribution Event; provided, however, that in the case of a Termination of Service or Fixed Date Distribution, the amount of cash will be determined based on the Fair Market Value of a share of Common Stock as of that date which is the fifteenth (15^th) day prior to the date of a Distribution Event or such other administratively reasonable date prior to the date of a Distribution Event as may be determined by the Plan Administrator.

(b) If a Participant’s Phantom Stock Account balance is to be distributed in installments,

(i)	Notwithstanding anything in Section C.2 to the contrary, Dividend Equivalents shall continue to accrue and be credited to such Participant’s Phantom Stock Account in accordance with subsection C.1(d)(ii) during the installment period with respect to Phantom Stock Units that remain credited to such Phantom Stock Account,
(ii)	the number of shares of Common Stock to be delivered in a particular installment shall be determined by dividing the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account immediately prior to such installment by the remaining number of installments, with any fractional Phantom Stock Units paid in cash, and
(iii)	if all or part of the balance is to be distributed in cash, including cash in lieu of a fractional Phantom Stock Unit, the amount of cash will be determined based on the Fair Market Value of a share of Common Stock as of that date which is the fifteenth (15th) day of the last month of the Plan Year immediately preceding the Plan Year in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator.

C.5	Statement of Accounts. The Plan Administrator shall send to each Participant, within 120 days after the close of each Plan Year, a statement in such form as the Plan Administrator deems desirable setting forth the amount of the Participant’s Account Balance.
C.6	Fair Market Value. Notwithstanding Section 1.19 to the contrary, with respect to calculations made pursuant to Sections B and C relating to the crediting of an

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Investment Change, the Fair Market Value of a share of Common Stock shall mean the closing price per share of Common Stock on the New York Stock Exchange on February 1 of the relevant year (or, if February 1 falls on a non-trading day, the immediately preceding trading day).

D. Beneficiary Designation

D.1	Beneficiary. Each Participant shall designate a Beneficiary to receive any benefits payable under the Plan upon the Participant’s death.
D.2	Beneficiary Designation. A Participant shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and submitting it to the Plan Administrator or its delegate. A Participant shall have the right to change a Beneficiary at any time without the consent of the Beneficiary, by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the receipt by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant with the Plan Administrator prior to death.
D.3	Spousal Consent. A married Participant’s designation of someone other than the Participant’s Spouse as primary beneficiary shall not be effective unless the Spouse executes a consent in writing that acknowledges the effect of the designation and is witnessed by a plan representative or notary public. No consent is required if it is established to the satisfaction of the Plan Administrator that consent cannot be obtained because the Spouse cannot be located.
D.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided above, the Participant’s designated Beneficiary shall be deemed to be the surviving Spouse. If the Participant has no surviving Spouse, the benefits otherwise payable to a Beneficiary shall be paid to the Participant’s estate.
D.5	Doubt as to Beneficiaries. If the Plan Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Plan Administrator shall pay such amounts to the Participant’s estate.
D.6	Beneficiary Designation Form. “Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries. A Participant may complete and return the Beneficiary Designation Form electronically and such electronic transmission shall be treated as a valid signature.

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EX-10.52

Exhibit 10.52

CON-WAY INC.

2006 EQUITY AND INCENTIVE PLAN

Amended and Restated December 2008

Table of Contents

1.	Purpose; Types of Awards; Construction	1
2.	Definitions	2
3.	Administration	7
4.	Eligibility	8
5.	Stock Subject to the Plan	9
6.	Terms of Awards	11
7.	Options	11
8.	SARs	12
9.	Restricted Stock	12
10.	Phantom Stock Units	13
11.	Dividend Equivalents	14
12.	Annual Incentive Compensation Program	14
13.	Other Stock-Based or Cash-Based Awards	14
14.	Change in Control Provisions	15
15.	Claims Procedures	15
16.	General Provisions	16

1. Purpose; Types of Awards; Construction.

The purpose of the Con-way Inc. 2006 Equity and Incentive Plan (the “Plan”) (formerly known as the CNF, Inc. 2006 Equity and Incentive Plan) is to afford an incentive to selected employees of Con-way Inc. (the “Company”) and its Subsidiaries and Affiliates to continue as employees, to increase their efforts on behalf of the Company and to promote the success of the Company’s business. The Plan provides for the grant of stock options (including “incentive stock options” and “non-qualified stock options”), stock appreciation rights (either in connection with stock options granted under the Plan or independently of stock options), restricted stock, phantom stock units, dividend equivalents and other stock-based or cash-based Awards. The Plan is designed so that Awards granted hereunder intended to comply with the requirements for “qualified performance-based compensation” under Section 162(m) of the Code may comply with such requirements and, insofar as may be applicable to such Awards, the Plan shall be interpreted in a manner consistent with such requirements.

The Plan was originally approved by the Board and the Shareholders of the Company in 2006. The Plan was previously amended in September 2006 and December 2006 to make certain administrative changes, and the Plan is hereby amended and restated in 2008 to accomplish

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the changes necessary to keep the Plan compliant with Sections 162(m) and 409A of the Code and also to make other administrative and clarifying changes to the Plan.

2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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

“Award” means any Option, SAR, Restricted Stock, Phantom Stock Unit, Dividend Equivalent or Other Stock-Based Award or Other Cash-Based Award granted under the Plan.

“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

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

“Business Unit” means an entity, whether or not incorporated, more than 50% of the outstanding ownership interests of which are owned by the Company, directly or indirectly through one or more ownership chains where each link in the chain owns more than 50% of the outstanding ownership interests of the next link (either alone or together with other links in the same chain or another chain).

“Change in Control” means the occurrence of any one of the following events:

(a)

25% of the Company’s Voting Securities Acquired by an Outsider. 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 Stock) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding voting securities;

(b)

Members of the Board as of January 1, 2006 cease to constitute a majority of Directors. The following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on January 1, 2006, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 1, 2006 or whose appointment, election or nomination for election was previously so approved or recommended;

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(c) Merger or Consolidation. There is consummated a merger or consolidation of the Company, a Subsidiary or an Affiliate with any other corporation or other entity, which merger or consolidation —

(i)	results in the voting securities of the Company outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 50% of the combined voting power of the voting securities of the Company or the surviving or parent entity outstanding immediately after such merger or consolidation, or
(ii)	is effected to implement a recapitalization of the Company (or similar transaction) in which a “person” (as defined in clause (a) above), directly or indirectly, acquires 25% or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates);

(d)

Complete Liquidation or Disposition of more than 75% of the Company’s Assets. The stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of assets having an aggregate book value at the time of such sale or disposition of more than 75% of the total book value of the Company’s assets on a consolidated basis (or any transaction having a similar effect), other than any such sale or disposition by the Company (including by way of spin-off or other distribution) to an entity, at least 50% of the combined voting power of the voting securities of which are owned immediately following such sale or disposition by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition; or

(e)

Disposition of a Business Unit. There is consummated the Disposition of a Business Unit; provided, however, that this clause (e) shall apply only to employees who (i) immediately prior to the Disposition of a Business Unit were employed by (and on the payroll of) the Business Unit that was the subject of the Disposition of a Business Unit (for purposes of this clause (e) the “Subject Business Unit”) and (ii) immediately following the Disposition of a Business Unit are employed by (and on the payroll of) either

(i)	in the case of a sale of ownership interests within the meaning of clause (a) of the definition of Disposition of a Business Unit (or similar transaction or course of action under clause (c) of the definition of Disposition of a Business Unit), the Subject Business Unit, its successor, or an employer affiliated with the Subject Business Unit or its successor, or
(ii)	in the case of a sale of assets within the meaning of clause (b) of the definition of Disposition of a Business Unit (or similar transaction or course of action under clause (c) of the definition of Disposition of a Business Unit), the purchaser of the assets, its successor, or an employer affiliated with the purchaser of the assets or its successor.

Because severance agreements and severance plans are not intended to serve the same purpose as the Plan, whether benefits are payable under a severance agreement or a

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severance plan does not determine whether a “Change in Control” has taken place under the Plan.

“Claimant” means any person who believes that he or she is not receiving the full benefits to which he or she is entitled under the Plan.

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

“Committee” means the Compensation Committee of the Board, the composition of which shall at all times satisfy the provisions of Rule 16b-3, Section 162(m) of the Code and applicable New York Stock Exchange Rules; provided, however, that the Board may, if it so chooses, retain authority to administer all or any part of the Plan and, to the extent the Board does so, references in the Plan to “Committee” shall mean and be references to the Board. Notwithstanding the foregoing to the contrary, the administration of awards made to Covered Employees and which are intended as “performance-based compensation” shall exclusively be administered by the Committee and not by the Board.

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

“Covered Employee” has the meaning given by Section 162(m)(3) of the Code.

“Disposition of a Business Unit” means a sale or other disposition, however effected, of a Business Unit which is either:

(a)	Sale of Ownership Interests. A sale by the Company or an Affiliate of the then outstanding ownership interests of the Business Unit having more than 50% of the then existing voting power of all outstanding ownership interests of the Business Unit, whether by merger, consolidation or otherwise, unless after the sale the Company, an Affiliate, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company, the Business Unit or any other Affiliate, individually or collectively, directly or indirectly, owns the then outstanding ownership interests of the Business Unit having 50% or more of the then existing voting power of all outstanding ownership interests of the Business Unit;
(b)	Sale of Assets. The sale of all or substantially all of the assets of the Business Unit as a going concern; or
(c)	Other Transaction. Any other transaction or course of action engaged in, directly or indirectly, by the Company, the Business Unit or an Affiliate that has a substantially similar effect as the transactions of the type referred to in clause (a) or (b) above,

except as provided in clause (y) or (z) below.

A Disposition of a Business Unit may occur even if such Business Unit constitutes part of a larger enterprise at the time of the relevant Disposition of a Business Unit transaction and such Disposition of a Business Unit involves such larger enterprise. However, a “Disposition of a Business Unit” shall not occur:

(y) Spin-off or Public Offering. In the event of the sale or distribution of ownership interests (including, without limitation, a spin-off) of the Business Unit to stockholders of the Company, or the sale of assets of the Business Unit to any corporation or other entity

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owned, directly or indirectly, by the stockholders of the Company, in either case in substantially the same proportions as their ownership of stock in the Company, or a public offering of the ownership interests of the Business Unit (even if after the public offering the Company has no direct or indirect ownership interest in the Business Unit), or

(z) Liquidation. In the event of the closing down or liquidation of the Business Unit, even if the Business Unit sells all or substantially all of its assets.

“Dividend Equivalent” means a right, granted to a Grantee under Section 11(b)(v), to receive cash or Stock equal in value to dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis.

“Effective Date” of this amendment means January 1, 2009; the Plan’s Original Effective Date means January 23, 2006, the date that the Plan was adopted by the Board.

“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.

“Fair Market Value” per share of Stock as of a particular date means:

(a)	the closing sales price per share of Stock on that date on the national securities exchange on which the Stock is principally traded or, if the exchange is not open or for any other reason there are no sales of Stock on that date, the closing sales price per share of Stock for the last preceding date on which there was a sale of such Stock on such exchange; or
(b)	if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock on that date in such over-the-counter market or, if the market is not open or for any other reason there are no sales of Stock on that date, the average of the closing bid and asked prices on the last preceding date on which there was a sale of such Stock in such market; or
(c)	if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.

“Grantee” means a person who, as an employee of the Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan.

“ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

“NQSO” means any Option that is designated as a non-qualified stock option.

“Option” means a right, granted to a Grantee under Section 7, to purchase shares of Stock. An Option may be either an ISO or an NQSO; provided that ISOs may be granted only to employees of the Company or a Subsidiary.

5

“Other Cash-Based Award” means an Award which is not denominated or valued by reference to Stock, including an Award which is subject to the attainment of Performance Goals or otherwise as permitted under the Plan and including an Award under the CNF Inc. Value Management Plan.

“Other Stock-Based Award” means an Award, other than an Option, SAR, Restricted Stock, Phantom Stock Unit, or Dividend Equivalent, that is denominated or valued in whole or in part by reference to Stock and is payable in cash or in Stock.

“Performance Goals” means performance goals based on one or more of the following criteria:

(a)	pre-tax income, after-tax income, or operating income or profit, in each case computed with appropriate adjustments,
(b)	return on equity, assets, capital or investment,
(c)	earnings or book value per share,
(d)	working capital,
(e)	sales or revenues, in each case computed with appropriate adjustments (such as deducting sales commissions and purchased transportation),
(f)	accounts receivable or days sales outstanding,
(g)	operating or administrative expense in the absolute or as a percent of revenue,
(h)	stock price appreciation or total stockholder return (stock price appreciation plus dividends),
(i)	operational efficiency factors,
(j)	safety (accidents), and
(k)	implementation or completion of critical projects or processes.

Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary, an Affiliate, a Business Unit, or a division the Company, a Subsidiary, an Affiliate, or a Business Unit, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to certification by the Committee with respect to Covered Employees; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or

6

unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

“Phantom Stock Unit” means a right granted or issued under Section 10 to receive Stock or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain Performance Goals).

“Plan” means this Con-way Inc. 2006 Equity and Incentive Plan, as amended from time to time.

“Plan Year” means a calendar year.

“Restricted Stock” means an Award of shares of Stock to a Grantee under Section 9 that may be subject to certain transferability and other restrictions and to a risk of forfeiture (including by reason of not satisfying certain Performance Goals).

“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under the Exchange Act, including any successor to such Rule.

“Stock” means shares of the common stock, par value $0.625 per share, of the Company.

“SAR” or “Stock Appreciation Right” means the right allowing a Grantee under Section 8 to elect to receive an amount equal to the appreciation in the Fair Market Value of Stock from the grant date to the exercise date, with payment to be made in cash or Stock as specified in the Award or determined by the Committee.

“Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of granting of an Award, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

3. Administration.

The Plan shall be administered by the Committee. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the power and authority:

(a)	to grant Awards;
(b)	to determine the persons to whom and the time or times at which Awards shall be granted;
(c)	to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award;
(d)	to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies;

7

(e)	to determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, exchanged, or surrendered;
(f)	to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards;
(g)	to designate Affiliates;
(h)	to construe and interpret the Plan and any Award;
(i)	to prescribe, amend and rescind rules and regulations relating to the Plan;
(j)	to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and
(k)	to make all other determinations deemed necessary or advisable for the administration of the Plan.

Notwithstanding the foregoing and except as otherwise provided in Section 5(g) below, the Committee shall not have the power and authority to lower the exercise price of any outstanding Option or SAR, nor shall the Committee have the power and authority to settle, cancel or exchange any outstanding option or SAR in consideration for the grant of a new Award with a lower exercise price, and the Committee may only grant those Awards that either comply with the applicable requirements of Section 409A of the Code or do not result in the deferral of compensation within the meaning of Section 409A of the Code.

The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such power and authority as it may deem advisable (including the authorization permitted by Section 157(c) of the Delaware General Corporation Law), and the Committee or any person to whom it has delegated power and authority as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, and any Subsidiary, Affiliate or Grantee (or any person claiming any rights under the Plan from or through any Grantee) and any stockholder, subject to Section 15 (Claims Procedures).

No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

4. Eligibility.

Awards may be granted to selected employees of the Company and its present or future Subsidiaries and Affiliates, in the discretion of the Committee. In determining the persons to whom Awards shall be granted and the type of any Award (including the number of shares to be covered by such Award), the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

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5. Stock Subject to the Plan.

(a)	Plan Limit. The maximum number of shares of Stock reserved for issuance pursuant to Awards granted under the Plan over the term of the Plan is 6,200,000, subject to adjustment as provided in subsection (g). Each share of Restricted Stock, each Phantom Stock Unit payable in shares of Stock and each share of Stock subject to an Other Stock-Based Award that is granted shall reduce the pool by 1.72 shares. Determinations made in respect of the limitations set forth in this Section 5 shall be made in a manner consistent with the rules of the New York Stock Exchange (or any other applicable stock exchange).
(b)	Individual Limit. The maximum number of shares of Stock with respect to which Options or SARs may be granted to a single individual over the term of the Plan is 1,550,000, subject to adjustment as provided in subsection (g). Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Section 162(m) of the Code.
(c)	ISO Limit. The maximum number of shares of Stock that may be issued in the aggregate in respect of ISOs to all Grantees over the term of the Plan is 6,200,000, subject to adjustment as provided in subsection (g). Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Sections 422 and 424 of the Code.
(d)	Limit on Restricted Stock, Phantom Stock Units and Other Stock-Based Awards. The maximum number of shares of Stock that may be issued in the aggregate in respect of Restricted Stock, Phantom Stock Units and Other Stock-Based Awards to all Grantees over the term of the Plan is 3,604,650, and the maximum number of shares of Stock that may be awarded in the form of Restricted Stock and Phantom Stock Units to a single individual over the term of the Plan is 500,000, in each case subject to adjustment as provided in subsection (g).
(e)	Source of Shares. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise.
(f)	Adjustments to the Number of Shares that may be Issued.

(i)

Options. If an Option expires, is surrendered, or becomes unexercisable without having been exercised in full, the unissued or retained shares of Stock shall become available for future grant under the Plan. Unissued shares of Stock that are retained by the Company, or issued shares that are surrendered by the Grantee to the Company, in each case upon exercise of an Option in order to satisfy the exercise price for such Option or any withholding taxes due with respect to such exercise, shall not be available for future grant under the Plan.

(ii)

SARs. The number of shares that may be issued under the Plan shall not be reduced by the grant or exercise of SARs that can be settled only with cash. If an SAR may be settled with Stock, the number of shares that may be issued under the Plan shall be reduced upon grant by the full number of shares subject to the SAR. If an SAR that may be settled with stock expires without exercise or is settled with cash, the shares of Stock shall become available for future grant under the Plan. If an SAR is granted in tandem with an Option (so that the

9

	exercise of one reduces or eliminates the extent to which the other can be exercised), the number of shares of Stock that may be issued under the Plan shall be reduced upon grant by the total number of shares of Stock that are subject to the tandem Option and SAR, and if a tandem Option and SAR expires without exercise or is settled with cash the shares of Stock subject to such tandem Option and SAR shall become available for future grant. Shares of Stock that otherwise would be issued with respect to a SAR but are instead retained in order to satisfy withholding taxes shall not be available for new Awards.
(iii)	Restricted Stock. If shares of Restricted Stock are withheld upon vesting to cover taxes, such shares shall not become available for future grant under the Plan. Shares of Restricted Stock that are forfeited shall become available for future grant under the Plan, on the basis of 1.72 shares for every such share of Restricted Stock.
(iv)	Phantom Stock Units. The number of shares that may be issued under the Plan shall not be reduced by the grant or exercise of Phantom Stock Units that can be settled only with cash. If a Phantom Stock Unit may be settled with Stock, the number of shares that may be issued under the Plan shall be reduced at the time of grant by 1.72 times the full number of shares subject to the Phantom Stock Unit. If a Phantom Stock Unit that may be settled with Stock is forfeited, canceled, exchanged, surrendered or expires without a distribution of shares to the Grantee or is settled with cash, the shares of Stock shall become available for future grant under the Plan, on the basis of 1.72 shares for every such Phantom Stock Unit. Shares of Stock that otherwise would be issued with respect to a Phantom Stock Unit but are instead retained in order to satisfy withholding taxes shall not be available for new Awards.
(v)	Other Stock-Based Awards. The number of shares that may be issued under the Plan shall not be reduced by the grant or exercise of Other Stock-Based Awards that can be settled only with cash. If an Other Stock-Based Award may be settled with Stock, the number of shares that may be issued under the Plan shall be reduced upon grant by 1.72 times the full number of shares subject to the Other Stock-Based Award. If an Other Stock-Based Award that may be settled with Stock is forfeited, canceled, exchanged, surrendered or expires without a distribution of shares to the Grantee or is settled with cash, the shares of Stock with respect to such Other Stock-Based Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination, expiration or settlement, become available for future grant under the Plan, on the basis of 1.72 shares for every share of Stock subject to such Other Stock-Based Award. Shares of Stock that otherwise would be issued with respect to a Stock-Based Award but are instead retained in order to satisfy withholding taxes shall not be available for new Awards.

(g) Reorganizations, etc. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affects the Stock such that one or more adjustments or changes are necessary in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments to

10

any or all of (i) the number and kind of shares of Stock or cash that may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or cash issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(a) of the Code, (iv) the Performance Goals, and (v) the individual limitations applicable to Awards. Any such adjustments or changes shall be made in a manner such that the effect on Grantees under the Plan is consistent with the effect of the corporate transaction on shareholders generally.

6. Terms of Awards.

Except as otherwise provided in the Plan, the term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in Stock or cash, or a combination thereof, as the Committee shall determine at the date of grant or thereafter and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, consistent with Section 409A of the Code, including the rate of interest to be credited with respect to such payments. In addition to the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.

7. Options.

The Committee is authorized to grant Options to Grantees on the following terms and conditions:

(a)	Type of Award. The Award Agreement evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.
(b)	Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided that, such exercise price shall be not less than the Fair Market Value of a share on the date of grant of such Option. The exercise price for Stock subject to an Option may be paid in cash or by an exchange of Stock previously owned by the Grantee, or a combination of both, in an amount having a combined value equal to such exercise price.
(c)	Term and Exercisability of Options. Options shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided that the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its agent.
(d)	Termination of Employment, etc. An Option may not be exercised unless the Grantee is then in the employ of the Company or a Subsidiary or an Affiliate (or a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Grantee has

11

	remained continuously so employed since the date of grant of the Option; provided that, the Award Agreement may contain provisions under which, in the event of specified terminations, the Option may continue to be exercisable to a date not later than the expiration date of such Option.
(e)	Other Provisions. Options may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares acquired upon exercise of such Options, as the Committee may prescribe in its discretion or as may be required by applicable law.

8. SARs.

The Committee is authorized to grant SARs to Grantees on the following terms and conditions:

(a)

In General. Unless the Committee determines otherwise, an SAR (i) granted in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any time thereafter or (ii) granted in tandem with an ISO may only be granted at the time of grant of the related ISO. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable.

(b)

SARs. An SAR shall confer on the Grantee a right to receive an amount of cash or Stock with respect to each share subject thereto, upon exercise thereof, equal to the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine, but not less than the Fair Market Value of a share on the date of grant of such SAR).

9. Restricted Stock.

The Committee is authorized to grant Restricted Stock to Grantees on the following terms and conditions:

(a) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine; provided, however, notwithstanding the foregoing but subject to Section 14 hereof, each Restricted Stock Award shall be subject to restrictions, imposed at the date of grant, relating to either or both of (i) the attainment of Performance Goals by the Company or (ii) the continued employment of the Grantee with the Company, a Subsidiary or an Affiliate. All performance-based Restricted Stock Awards will have a minimum performance period of one (1) year, with no vesting prior to the end of the performance period except in the case of specified events, including, without limitation, death, Disability (which, for Plan purposes, is as defined in Treas. Reg. 1.409A-3(i)(4)) or a Change in Control. With respect to any shares of Restricted Stock subject to restrictions which lapse solely based on the Grantee’s continuation of employment with the Company, a Subsidiary or an Affiliate, such restrictions shall lapse over a vesting schedule (so long as the Grantee remains employed with the Company, a Subsidiary or an Affiliate) no shorter in duration than three years from the date of grant; provided that, such vesting schedule may provide for partial or installment vesting from time to time during such period, subject to acceleration in the case of specified events,

12

including, without limitation, death, Disability or a Change in Control. Except to the extent otherwise provided in an Award Agreement, a Grantee granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon (subject to subsection (d) below).

(b)	Forfeiture. Upon termination of employment with the Company or a Subsidiary or Affiliate, during the applicable restriction period, Restricted Stock and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.
(c)	Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate.
(d)	Dividends. Dividends paid on Restricted Stock shall be paid at the dividend payment date, in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends. Stock distributed in connection with a stock split or stock dividend, and distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock has been distributed.

10. Phantom Stock Units.

The Committee is authorized to grant Phantom Stock Units to Grantees, subject to the following terms and conditions:

(a)

Award and Restrictions. Delivery of Stock or cash, as determined by the Committee, will occur upon expiration of the deferral period specified for Phantom Stock Units by the Committee. The expiration of the deferral period shall be consistent with the requirements of Section 409A of the Code. The Committee may condition the vesting and/or payment of Phantom Stock Units, in whole or in part, upon the attainment of Performance Goals.

(b)

Forfeiture. Upon termination of employment during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Stock or cash to which such Phantom Stock Units relate, all Phantom Stock Units that are then subject to deferral or restriction shall be forfeited; provided that, the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Phantom Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Phantom Stock Units.

The Committee is also authorized to issue Phantom Stock Units to employees who have elected Phantom Stock Units as an investment alternative under deferred compensation plans,

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including the Company’s Deferred Compensation Plan for Executives and the Company’s 2005 Deferred Compensation Plan for Executives. Such Awards may be settled hereunder by the delivery of cash or shares of Stock and shall otherwise be subject to the terms and conditions of such plans.

11. Dividend Equivalents.

The Committee is authorized to grant Dividend Equivalents to Grantees. The Committee may provide, at the date of grant, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, or other investment vehicles as the Committee may specify, provided that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be subject to all conditions and restrictions of the underlying Awards to which they relate and shall be subject to the requirements of Section 409A of the Code. A Dividend Equivalent cannot be made payable upon the exercise of an Option or SAR unless it is a separate arrangement that independently satisfies Section 409A of the Code.

12. Annual Incentive Compensation Program.

The Committee is authorized to grant Awards to Grantees pursuant to the Annual Incentive Compensation Program in the form of Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Grantees will be selected by the Committee with respect to participation for a Plan Year and may include all employees. Awards granted under the Annual Incentive Compensation Program in respect of a Plan Year may be contingent on the attainment by the Company of one or more Performance Goals. The maximum payment that any Grantee may receive pursuant to an Award granted under the Annual Incentive Compensation Program in respect of any Plan Year shall be $3,000,000. Payments earned hereunder may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. No payment to any Covered Employee shall be made prior to the certification by the Committee that any applicable Performance Goals have been attained. The Committee may establish such other rules applicable to the Annual Incentive Compensation Program to the extent not inconsistent with Section 409A of the Code or, in the case of an Award intended to comply with Section 162(m) of the Code, to the extent not inconsistent with Section 162(m) of the Code.

13. Other Stock-Based or Cash-Based Awards.

The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter.

Awards granted pursuant to this Section 13 may be granted with value and payment contingent upon the attainment of certain Performance Goals, so long as such goals relate to periods of performance in excess of one calendar year. If an Award is so granted and the Award is intended to comply with Section 162(m) of the Code the maximum payment that any Grantee may receive pursuant to such Awards in respect of any performance period shall be $3,000,000. Payments earned under such Awards may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate, and no payment to any Covered Employee

14

shall be made prior to the certification by the Committee that any applicable Performance Goals have been attained.

Whether or not value and payment of an Award is contingent upon the attainment of Performance Goals, payment of an Award granted pursuant to this Section 13 shall be made within two and one half months of the calendar year in which the Award vested, unless payment is deferred under terms consistent with Section 409A of the Code. The Committee may establish such other rules applicable to the Other Stock-Based or Cash-Based Awards to the extent not inconsistent with Section 409A of the Code or, in the case of an Award intended to comply with Section 162(m) of the Code, to the extent not inconsistent with Section 162(m) of the Code.

14. Change in Control Provisions.

Unless otherwise determined by the Committee at the time of grant and evidenced in an Award Agreement or in a plan pursuant to which Awards are granted, in the event of a Change in Control:

(a)	any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested; and
(b)	the restrictions, payment conditions, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed fully vested, and any Performance Goals imposed with respect to Awards shall be deemed to be fully achieved.

However, payment of an Award shall not be accelerated unless the Change in Control also constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Section 409A(2)(A)(v) of the Code.

15. Claims Procedures.

(a)

Presentation of Claim. Any Claimant may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant:

(b)

Notification of Decision. The Plan Administrator shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(i)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
(ii)	that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
(iii)	the specific reason(s) for the denial of the claim, or any part of it;

15

(iv)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
(v)	a description of any additional material or information necessary for the Claimant to clarify or perfect the claim, and an explanation of why such material or information is necessary; and
(vi)	an explanation of the claim review procedure set forth in paragraph (c) below.

(c) Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(i)	may review pertinent documents;
(ii)	may submit written comments or other documents; and/or
(iii)	may request a hearing, which the Plan Administrator, in its sole discretion, may grant.

(d) Decision on Review. The Plan Administrator shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Plan Administrator’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant and it must contain:

(i)	specific reasons for the decision;
(ii)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
(iii)	such other matters as the Committee deems relevant.

(e)	Determinations. All benefit claim determinations shall be made in accordance with governing plan documents. Where appropriate, the Plan provisions must be applied consistently with respect to similarly-situated Claimants.
(f)	Exhaustion of Administrative Remedies. The Claimant must exhaust these administrative remedies prior to commencing any other proceeding with respect to claims arising under the Plan.
(g)	Effective Date. This Section shall apply to all Awards outstanding as of January 1, 2006, under the CNF Inc. 1997 Equity and Incentive Plan, in addition to the Awards granted under this Plan.

16

16. General Provisions.

(a)	Nontransferability. Unless otherwise provided in an Award Agreement for an Award other than an ISO, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined under the Code or Title I of ERISA, and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative.
(b)	No Right to Continued Employment, etc. Nothing in the Plan or in any Award granted or any Award Agreement or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement, or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee’s employment.
(c)	Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award (not to exceed the statutory minimum), and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations. If Stock is distributed to a Grantee with respect to an Award or the exercise thereof, and the withholding taxes exceed any cash being distributed at the same time, the Grantee may elect to have shares of Stock withheld sufficient to satisfy the withholding taxes that are in excess of such cash.
(d)	Stockholder Approval; Amendment and Termination. The Plan previously took effect on the Original Effective Date, but the Plan and any grants of Awards shall be subject to the approval of the stockholders of the Company, which approval must occur within twelve (12) months of the Original Effective Date. If the stockholders of the Company do not so approve the Plan (either because they did not vote on the Plan within the twelve (12) months or because they voted on the Plan within the twelve (12) months but did not approve it), the Plan and all rights hereunder shall immediately terminate and no Grantee or transferee shall have any rights under the Plan or any Award Agreement. The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided, however, that no amendment shall be effective without stockholder approval if such approval is required by law or New York Stock Exchange rules. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Grantee, without such Grantee’s consent, under any Award theretofore granted under the Plan. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on the tenth anniversary of its Original Effective Date. No Awards shall be granted under the Plan after such termination date.
(e)	Section 409A. If any provision of this Plan, an Award Agreement, or a plan pursuant to which Awards are granted would cause compensation to be includible in a Grantee’s income pursuant to Section 409A(a)(1)(A) of the Code, such provision shall be void, and the Plan, Award Agreement, or such plan shall be amended retroactively in such a

17

	way as to achieve substantially similar economic results without causing such inclusion. The Company intends the Plan to meet the requirements of Section 409A of the Code, the regulations thereunder, and any additional guidance provided by the Treasury Department. The Committee shall interpret the Plan in such a way as to meet such requirements. Moreover, for purposes of applying the provisions of Section 409A of the Code to this Plan, each separately identified Award to which a Grantee is entitled under this Plan shall be treated as a separate payment. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Plan shall be treated as a right to a series of separate payments.
(f)	No Rights to Awards; No Stockholder Rights. No Grantee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of a stock certificate to him for such shares.
(g)	Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.
(h)	No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash or other Awards shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
(i)	Regulations and Other Approvals

(i)	The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.
(ii)	Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.
(iii)	In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended, and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act of 1933, as amended, or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company

18

in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(j) Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof. Nothing in this document shall suggest that the Plan is subject to ERISA.

CON-WAY INC.

By:

Jennifer W. Pileggi

Senior Vice President, General Counsel and Secretary

2006 Equity and Incentive Plan

2008 Amendment

Executed: December 1, 2008

19

EX-10.53

Exhibit 10.53

CON-WAY INC.

1993 DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND KEY
EMPLOYEES

AMENDED AND RESTATED DECEMBER 2008

i

CON-WAY INC.

1993 DEFERRED COMPENSATION PLAN
FOR EXECUTIVES AND KEY EMPLOYEES
December 2008 Restatement

TABLE OF CONTENTS

Preamble	1
ARTICLE 1 Definitions	1
1.1 “Account Balance	1
1.2 “Administrative Appendix	2
1.3 “Annual Bonus	2
1.4 “Annual Deferral Amount	2
1.5 “Base Annual Salary	2
1.6 “Beneficiary	2
1.7 “Board	2
1.8 “Cash Account	2
1.9 “CFC	2
1.10 “Change in Control	2
1.11 “Claimant	6
1.12 “Code	6
1.13 “Committee	6
1.14 “Common Stock	6
1.15 “Company	6
1.16 “Disability	6
1.17 “Distribution Event	6
1.18 “Dividend Equivalent	6
1.19 “Election Form	6
1.20 “Employer	7
1.21 “ERISA	7
1.22 “Fair Market Value	7
1.23 “Moody’s Seasoned Corporate Bond Rate	7
1.24 “Participant	7
1.25 “Phantom Stock Account	7
1.26 “Phantom Stock Unit	7
1.27 “Plan	7
1.28 “Plan Administrator	7
1.29 “Plan Entry Date	7
1.30 “Plan Year	8
1.31 “Pre-Retirement Distribution	8
1.32 “Pre-Retirement Survivor Benefit	8
1.33 “Prior Plan	8
1.34 “Retirement	8
1.35 “Retirement Benefit	8
1.36 “ROE Award	8
1.37 “Spouse	8
1.38 “Termination Benefit	8
1.39 “Termination of Employment	8

ii

1.40 “Unforeseeable Financial Emergency	9
1.41 “Value Management Award	9
ARTICLE 2 Selection, Enrollment, Eligibility	9
2.1 Selection by Committee	9
2.2 Enrollment Requirement	9
2.3 Commencement of Participation	9
2.4 Paid Leave of Absence	9
2.5 Unpaid Leave of Absence	9
ARTICLE 3 Returns	10
ARTICLE 4 Pre-Retirement Distribution/ Unforeseeable Financial Emergencies	10
4.1 Pre-Retirement Distributions	10
4.2 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies	10
ARTICLE 5 Retirement t	11
5.1 Retirement Benefit	11
5.2 Payment of Retirement Benefit	11
5.3 Death Prior to Completion of Retirement Benefit	12
ARTICLE 6 Pre-Retirement Survivor Benefit	12
6.1 Pre-Retirement Survivor Benefit	12
6.2 Payment of Pre-Retirement Survivor Benefit	12
ARTICLE 7 Termination Benefit	12
7.1 Termination Benefit	12
7.2 Payment of Termination Benefit	12
ARTICLE 8 Disability Waiver and Benefit	13
8.1 Disability Waiver	13
8.2 Disability Benefit	13
ARTICLE 9 Termination, Amendment or Modification	13
9.1 Termination	13
9.2 Amendment	13
9.3 Effect of Payment	14
ARTICLE 10 Administration	14
10.1 Plan Sponsor and Administrator	14
10.2 Powers and Authority of the Company	14
10.3 Plan Administrator	15
10.4 Binding Effect of Decisions	16
10.5 Indemnification	16
10.6 Stock Subject to the Plan	16
10.7 Equitable Adjustment	16
ARTICLE 11 Miscellaneous	17
11.1 Unsecured General Creditor	17
11.2 Employer’s Liability	17
11.3 Company’s Liability	17
11.4 Nonassignability	17
11.5 Not a Contract of Employment	17
11.6 Furnishing Information	18
11.7 Captions	18

iii

11.8 Governing Use	18
11.9 Notice	18
11.10 Successors	18
11.11 Spouse’s Interest	19
11.12 Incompetence	19
11.13 Distribution in the Event of Taxation	19
11.14 Legal Fees To Enforce Rights	19
11.15 Payment of Withholding	20
11.16 Coordination with Other Benefits	20
11.17 Value Management Deferral Amounts Subsequently Deferred	20
Administrative Appendix	21

iv

CON-WAY INC.

1993 DEFERRED COMPENSATION PLAN FOR EXECUTIVES
AND KEY EMPLOYEES

December 2008 Restatement

Preamble

The purpose of this Plan is to enhance the motivational value of the salaries and incentive compensation of a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of the Company and its subsidiaries by providing them the opportunity to defer cash compensation. The Plan is intended to aid the Company and its subsidiaries in attracting and retaining key employees and give them an incentive to increase the profitability of the Company and its subsidiaries. In the future, the Company, in its discretion, may amend the Plan to include a Company contribution.

The Company adopted this Plan effective October 1, 1993 as a successor to the Prior Plan, which operated for the nine month period ending September 30, 1993. The Plan was restated with a general effective date of January 1, 1996. The Company’s name changed in connection with a corporate reorganization involving the distribution on December 2, 1996 of CFC stock to the Company’s shareholders. In order to reflect the new Company name and to make various administrative and clarifying changes, the Company adopted a restatement of the Plan effective January 1, 1998. The Company further amended and restated the Plan effective January 1, 2008. This restatement of the Plan is adopted to conform certain governance and administrative provisions with those of the Company’s 2005 Deferred Compensation Plan for Executives and Key Employees (December 2008 Restatement) and is effective January 1, 2009.

ARTICLE 1

Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” means the sum of (i) amounts credited to a Participant’s Cash Account, plus (ii) Phantom Stock Units credited to a Participant’s Phantom Stock Account, reduced by (iii) all distributions made pursuant to the terms and conditions of this Plan. Amounts credited to a Participant’s Cash Account shall derive from Annual Deferral Amounts, the Participant’s deferred ROE Awards and deferred Value Management Awards, in the latter two cases to be credited as of the date immediately following the end of the applicable award cycle.

1

1.2	“Administrative Appendix” means the rules and procedures governing the administration of this Plan, as set forth in a separate appendix which by this reference is specifically incorporated into this Plan.
1.3	“Annual Bonus” means any bonus or incentive compensation, other than an ROE Award or a Value Management Award, earned by a Participant in each Plan Year under all cash bonus and incentive plans of the Company, and any subsidiary, whether or not paid in such Plan Year.
1.4	“Annual Deferral Amount” means that portion of a Participant’s Base Annual Salary and Annual Bonus that a Participant elects to have and is deferred, in accordance with the Plan, for any one Plan Year. In the event of Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.
1.5	“Base Annual Salary” means a Participant’s base annual salary that is to be paid to a Participant for each Plan Year, determined as of the first day of that year, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, and other fees, before reduction for compensation deferred pursuant to all qualified, nonqualified and Code section 125 plans of the Company or any subsidiary.
1.6	“Beneficiary” means one or more persons, trusts, estates or other entities, designated in accordance with the Plan that are entitled to receive benefits under this Plan upon the death of a Participant.
1.7	“Board” means the Board of Directors of the Company.
1.8	“Cash Account” shall mean that portion of a Participant’s Account Balance that is not credited to such Participant’s Phantom Stock Account.
1.9	“CFC” means Consolidated Freightways Corporation, a Delaware corporation.
1.10	“Change in Control” means the occurrence of an event described in any one of the following clauses (a) through (f):

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or its affiliates, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or its affiliates, and (C) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the common stock, par value $0.625 per share, of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the

2

	Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding voting securities;
(b)	the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the effective date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the effective date or whose appointment, election or nomination for election was previously so approved or recommended;
(c)	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above), directly or indirectly, acquired 25% or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates);
(d)	the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of assets having an aggregate book value at the time of such sale or disposition of more than 75% of the total book value of the Company’s assets on a consolidated basis (or any transaction having a similar effect), other than any such sale or disposition by the Company (including by way of spin-off or other distribution) to an entity, at least 50% of the combined voting power of the voting securities of which are owned

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immediately following such sale or disposition by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition;

(e)	there is consummated the sale or other disposition by the Company, however effected, of at least two of the three primary business units of the Company, whether in a single transaction or in a series of transactions occurring within an 18-month period, and whether or not one or both of such business units constitute part of a larger enterprise at the time of the sale or other disposition; provided, however, that this clause (e) shall apply only to grantees who are employed by the Company and shall not apply to grantees who are employed by the Company’s business units; and provided further, that the Board of Directors of the Company may, upon notice to the affected grantees given at any time, terminate this clause (e) without the consent of such grantees, except that any such notice shall not be effective to terminate this clause (e) if a Change in Control occurs pursuant to this clause (e) within ninety (90) days after such notice is given; or
(f)	there is consummated the sale or other disposition, however effected, of one of the primary business units of the Company, or the sale or other disposition by the Company, however effected, of the Emery Worldwide Airlines, Inc. business unit, whether or not such business unit constitutes part of a larger enterprise at the time of the sale or other disposition; provided, however, that this clause (f) shall apply only to grantees (i) who, immediately prior to such sale or other disposition, were employed by the business unit that is sold or otherwise disposed of and (ii) who are not employed by the Company or any of its subsidiaries immediately following such sale or other disposition.
	As used in clauses (e) and (f) above:

(i)	“primary business units” means Con-Way Transportation Services, Inc., Emery Air Freight Corporation and Menlo Logistics, Inc., and
(ii)	a “sale or other disposition” of a business unit inlcudes:

(A) a sale by the Company of the then outstanding shares of capital stock of the business unit having more than 50% of the then existing

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	voting power of all outstanding securities of the business unit, whether by merger, consolidation or otherwise;
(B)	the sale of all or substantially all of the assets of the business unit; and
(C)	any other transaction or course of action (including, without limitation, a spin-off or other distribution) engaged in, directly or indirectly, by the Company or the business unit that has a substantially similar effect as the transactions of the type referred to in clause (A) or (B) above;

it being the intent that a sale or other disposition of a business unit occurs even if (x) such business unit constitutes part of a larger enterprise at the time of the relevant sale or disposition transaction and (y) such sale or disposition transaction involves such larger enterprise (such as, by way of example and without limitation, when one or more business units are subsidiaries of a common parent and either (A) the common parent is spun-off or (B) there is consummated a sale of the stock or other equity interests in the common parent having more than 50% of the then existing voting power of all outstanding securities of the common parent).

The foregoing notwithstanding, (1) a sale or other disposition of a business unit shall not be deemed to have occurred for purposes of clauses (e) and (f) above (x) except in the case of a transaction described in clause (B) above, so long as the Company or any of its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), individually or collectively, own the then outstanding shares of capital stock of the business unit having 50% or more of the then existing voting power of all outstanding securities of the business unit, or (y) in the event of the sale of shares of capital stock of the business unit (or the sale of shares or other equity interests in any parent company of such business unit) to any trustee or other fiduciary holding securities under an employee benefit plan of the Company, the business unit or any other Affiliate of the Company, and (2) a sale or other disposition of a business unit shall not be deemed to have occurred for purposes of clause (f) above in the event of the sale or distribution of shares of capital stock (including, without limitation, a spin-off) of the business unit to shareholders of the Company, or the sale of assets of the business unit to any corporation or other entity owned, directly or indirectly, by the shareholders of the Company, in either

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case in substantially the same proportions as their ownership of stock in the Company.

1.11	“Claimant” means any Participant or Beneficiary of a deceased Participant who makes a claim for determination under the Plan.
1.12	“Code” means the Internal Revenue Code of 1986, as amended.
1.13	“Committee” means the Compensation Committee of the Board or its delegates.
1.14	“Common Stock” means the common stock, par value $0.625 per share, of the Company.
1.15	“Company” means Con-way Inc., a Delaware corporation.
1.16	“Disability” means a disability for which a Participant qualifies for benefits under the Con-way Inc. Long Term Disability Plan as it may be amended from time to time or, for Participants employed by CFC or one of its subsidiaries, the Consolidated Freightways Corporation Long Term Disability Plan or any successor plan.
1.17	“Distribution Event” shall mean: (a) in the case of a withdrawal for an Unforeseeable Financial Emergency, the date the Committee approves the payout, provided that a Distribution Event shall only be deemed to have occurred for the portion of the Participant’s Account Balance that is approved to be paid out (b) in the case of a Retirement Benefit, the date of Retirement, (c) in the case of death, the date of death, (d) in the case of a Pre-Retirement Survivor Benefit, the date of death, (e) in the case of a Pre-Retirement Distribution, the first day of the Plan Year chosen by the Participant on the Election Form for such distribution, (f) in the case of a Termination Benefit, the date of Termination of Employment (or the Payroll Termination Date, if applicable), and (g) in the case of a Disability distribution, the date the Committee approves the payout.
1.18	“Dividend Equivalent” means an amount representing the dividend paid on that number of shares of Common Stock equal to the number of Phantom Stock Units credited to a Participant’s Phantom Stock Account as of the record date for such dividend.
1.19	“Election Form” means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. A Participant may complete and return the Election Form electronically and such electronic transmission shall be treated as a valid signature.

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1.20	“Employer” means the Company or any of its subsidiaries that employs a Participant. CFC and its subsidiaries shall cease to be Employers effective December 2, 1996, the date of distribution of the stock of CFC to the Company’s shareholders. No further deferral of compensation by their employees shall be permitted under this Plan after that date. The obligation to pay the Account Balance for such employees based on deferral of compensation before that date shall be retained by the Company.
1.21	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.22	“Fair Market Value” of a share of Common Stock as of a particular date shall mean the closing price per share of Common Stock on the New York Stock Exchange on the last trading day immediately preceding such date.
1.23	“Moody’s Seasoned Corporate Bond Rate,” means the arithmetic average of yields of representative bonds, including industrials, public utilities, Aaa, Aa, A and Baa bonds as published by Moody’s Investors Service, Inc. or any successor to that service. For each Plan Year, this rate shall be determined by the Committee using the rate calculated for the month of October preceding the Plan Year.
1.24	“Participant” for any Plan Year means any employee of an Employer who is selected to participate in the Plan for such Plan Year by the Committee and commences participation in accordance with Article 2.
1.25	“Phantom Stock Account” shall mean that portion of a Participant’s Account Balance which is credited with Phantom Stock Units.
1.26	“Phantom Stock Unit” shall mean a unit which shall at all times be equal in value to one whole share of Common Stock.
1.27	“Plan” means the Company’s 1993 Deferred Compensation Plan for Executives and Key Employees, Amended and Restated December 2008, evidenced by this instrument, as amended from time to time, and as supplemented by the Administrative Appendix.
1.28	“Plan Administrator” means the Committee, or any person or persons to whom the Committee delegates its authority or any portion thereof.
1.29	“Plan Entry Date” means the date on which an employee selected by the Committee to participate in the Plan commences participation in the Plan in accordance with Article 2. The Plan Entry Date shall be January 1 of the Plan Year following selection by the Committee. If an employee is first selected for

7

	participation in the Plan subsequent to January 1 of a Plan Year, but prior to July 1, such July 1 shall be an additional Plan Entry Date.
1.30	“Plan Year” means the period beginning on January 1 of each year (or, in certain limited cases, July 1) and continuing through December 31 of that year.
1.31	“Pre-Retirement Distribution” means the payout set forth in Section 4.1 below.
1.32	“Pre-Retirement Survivor Benefit” means the benefit set forth in Article 5 below.
1.33	“Prior Plan” means the Company’s 1993 Executive Deferral Plan adopted effective January 1, 1993, as amended effective January 1, 2008.
1.34	“Retirement”, “Retires” or “Retired” means the Employee leaves employment with the Employer on account of (i) early retirement as defined in the Con-way Inc. Pension Plan, if the Participant elects within sixty (60) days from the last day of regular employment to receive monthly pension benefits under such Retirement Plan starting on the first day of the month following the last day of employment, or (ii) normal or deferred retirement under such Retirement Plan. The distribution of the stock of CFC to the shareholders of the Company in December 1996 shall not cause any employee of a subsidiary of CFC to be retired. After such distribution, Retirement of an employee of CFC or one of its subsidiaries for purposes of this Plan shall occur when the employee has an early or normal retirement under the CFC Pension Plan.
1.35	“Retirement Benefit” means the benefit set forth in Article 5.
1.36	“ROE Award” means the Participant’s award for a three-year award cycle under the Con-way Inc. Return on Equity Plan.
1.37	“Spouse” has the meaning set forth in the Defense of Marriage Act of 1996 (P. L. 104-199), as amended. (As of January 1, 2005, this definition is a legal union between one man and one woman as husband and wife.)
1.38	“Termination Benefit” means the benefit set forth in Article 7.
1.39	“Termination of Employment” means the ceasing of employment with the Company and its subsidiaries, voluntarily or involuntarily, for any reason other than Retirement, Disability or death. The distribution of the stock of CFC to the shareholders of the Company in December 1996 shall not cause any employee of a subsidiary of CFC to have a Termination of Employment. After such distribution, Termination of Employment of an employee of CFC or one of its subsidiaries for purposes of this Plan shall occur when the employee ceases employment with CFC and its subsidiaries for any reason other than Retirement, Disability or death.

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1.40

“Unforeseeable Financial Emergency” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.41

“Value Management Award” means the Participant’s Award for an award cycle under the Con-way Inc. Value Management Plan, as amended from time to time.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1	Selection by Committee. Participation in the Plan shall be limited to a select group of management and highly compensated employees of the Company and its subsidiaries. The Committee shall select for each Plan Year, in its sole discretion, those employees eligible to participate in the Plan for that Plan Year.
2.2	Enrollment Requirement. The Committee shall establish from time to time such enrollment requirements as it determines in its sole discretion are necessary.
2.3	Commencement of Participation. Provided an employee selected to participate in the Plan has met all enrollment requirements set forth by the Committee, that employee shall commence participation in the Plan on the Plan Entry Date that immediately follows the employee’s election to participate in the Plan.
2.4	Paid Leave of Absence. If a Participant is authorized by the Company to take a paid leave of absence, the Participant shall continue to be considered employed by the Employer and the Base Annual Salary and Annual Bonus deferred by the Participant shall continue to be withheld during such paid leave of absence in accordance with the Plan.
2.5	Unpaid Leave of Absence. If a Participant is authorized by the Company to take an unpaid leave of absence, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year.

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ARTICLE 3

Returns

Prior to distribution, returns in respect of a Participant’s Cash Account and Phantom Stock Units in respect of a Participant’s Phantom Stock Account shall be credited as provided in the Administrative Appendix.

ARTICLE 4

Pre-Retirement Distribution
Unforeseeable Financial Emergencies

4.1 Pre-Retirement Distributions.

(a)

In the event that a Participant elects to defer an Annual Deferral Amount, an ROE Award and/or a Value Management Award in a Plan Year, such Participant may, subject to subsection (b), elect to receive all, but not less than all, of the amounts so deferred as a lump sum distribution (A Pre-Retirement Distribution”) on a specified date prior to such Participant’s Retirement. The Pre-Retirement Distribution shall be in an amount equal to the amounts so deferred, plus returns credited in accordance with the Plan, and shall be paid within sixty (60) days following the first day of the Plan Year chosen by the Participant on the Election Form for such distribution. The earliest date that a Participant may receive a Pre-Retirement Distribution is five (5) years after the first day of the Plan Year in which such deferral occurs.

(b)

If a Participant who has elected one or more Pre-Retirement Distributions has a Retirement or Termination of Employment before the start of the Plan Year chosen by the Participant for such Pre-Retirement Distribution, the Participant’s Account Balance shall be paid at the time and in the form elected by the Participant in accordance with Sections 5.2 or 7.2 respectively, and not as the elected Pre-Retirement Distribution.

4.2 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) suspend any deferrals required to be made by a Participant and/or (ii) receive a partial or full payout from the Plan. The Committee may, in its sole discretion, accept or deny such petition. Any payout shall not exceed the lesser of the Participant’s Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. The suspension shall continue for such period of time and/or the reinstatement

10

of deferrals shall occur at a date, as specified by the Committee, in its sole discretion. If reinstated, the deduction in each pay period shall not exceed that made immediately prior to the suspension. If the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within sixty (60) days of the date of approval.

ARTICLE 5

Retirement Benefitt

5.1

Retirement Benefit. A Participant who Retires shall receive, as a Retirement Benefit, the Participant’s Account Balance.

5.2

Payment of Retirement Benefit. A Participant may elect on the Election Form prior to the beginning of each Plan Year to receive the Retirement Benefit in a lump sum or in quarterly payments over a period of 5, 10, 15 or 20 years. The lump sum payment shall be made within sixty (60) days of the Participant’s Retirement. Any installment payment shall be made in accordance with the Plan. Except for employees of CFC and its subsidiaries, who shall receive payment of amounts deferred for each Plan Year (including returns) in the form elected on the Election Form for that Plan Year, an election of the form of Retirement Benefit shall be effective for a Retirement occurring in the second Plan Year following the Plan Year for which the Election Form is submitted or in any subsequent Plan Year until superseded by a new election. No election of the form of Retirement Benefit shall be effective before the first day of such second Plan Year, except as follows:

(a)	Upon a Retirement in a Participant’s first Plan Year of participation, the election made on the Election Form for such Plan Year shall determine the form of payment. Upon a Retirement in a Participant’s second Plan Year of participation, the election made on the Election Form for the preceding Plan Year shall determine the form of payment.
(b)	In the Election Form for 1998, a Participant may elect to have the Election Form for 1997 control the form of payment upon a Retirement in 1998 instead of the Election Form for 1996.

Notwithstanding the foregoing, if the balance in a Participant’s Cash Account plus the Fair Market Value of the shares of Common Stock underlying the Phantom Stock Units credited to such Participant’s Phantom Stock Account is less than $25,000 (or such other dollar amount designated by the Committee from time to time in its sole discretion) on the date of Retirement, such Account Balance shall be paid to the Participant in a lump sum as soon as practicable following the date of such Retirement.

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5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit payments shall continue and shall be paid to the Participant’s Beneficiary (i) over the remaining number of calendar quarters and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (ii) the then current Account Balance as of the date of death, in a lump sum, if allowed in the sole discretion of the Committee upon application by the Beneficiary.

ARTICLE 6

Pre-Retirement Survivor Benefit

6.1

Pre-Retirement Survivor Benefit. If a Participant dies before he Retires, experiences a Termination of Employment or suffers a Disability, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance as of the date of death.

6.2

Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor Benefit shall be paid to the Participant’s Beneficiary in a lump sum or, in the Committee’s sole discretion upon application by the Beneficiary, in installments according to the election of the Participant that would have been in effect if the Participant had Retired on the date of death. The lump sum payment shall be made within sixty (60) days of the Committee’s receiving proof of the Participant’s death.

ARTICLE 7

Termination Benefit

7.1

Termination Benefit. If a Participant experiences a Termination of Employment prior to Retirement, death or Disability, the Participant shall receive a Termination Benefit which shall be equal to the Participant’s Account Balance determined as of the date of the Termination of Employment.

7.2

Payment of Termination Benefit. The Termination Benefit shall be the then current Account Balance as of the date of Termination of Employment, paid in a lump sum within sixty (60) days after the Termination of Employment or in installments as the Participant elected on the Election Form in effect at the time of the Termination of Employment under the rules in 7.2. Notwithstanding the foregoing, payment shall be made in a lump sum as follows in lieu of any different form provided on the Election Form then in effect:

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(a)

If the Participant incurs a Termination of Employment within one year after a Change in Control, the Termination Benefit shall be paid in a lump sum within twenty (20) days of the Termination of Employment.

(b)

If the balance in a Participant’s Cash Account plus the Fair Market Value of the shares of Common Stock underlying the Phantom Stock Units credited to such Participant’s Phantom Stock Account is less than $25,000 (or such other dollar amount designated by the Committee from time to time in its sole discretion) on the date of such Participant’s Termination of Employment, such Termination Benefit shall be paid to the Participant in a lump sum as soon as practicable following the date of such Termination of Employment.

ARTICLE 8

Disability Waiver and Benefit

8.1

Disability Waiver. A Participant who is determined by the Committee to be suffering from a Disability shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant’s Base Annual Salary or Annual Bonus for the Plan Year or portion thereof during which the Participant has a Disability.

8.2

Disability Benefit. A Participant suffering a Disability shall for benefit purposes under this Plan, continue to be considered an employee and shall be eligible for the benefits provided for in Articles 4, 5, 6 or 7 in accordance with the provisions of those Articles. Notwithstanding, the Committee shall have the right, in its sole discretion upon application by the Participant, to terminate a Participant’s participation in the Plan at any time during which such Participant has a Disability and pay the Account Balance in a lump sum.

ARTICLE 9

Termination, Amendment or Modification

9.1	Termination. The Company reserves the right to terminate the Plan at any time. Prior to a Change in Control, the Committee shall have the right, at its sole discretion, and notwithstanding any elections made by the Participant to pay the then outstanding Account Balance in a lump sum. After a Change in Control the Company shall be required to pay such benefits in a lump sum.
9.2	Amendment. The Board may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall deprive a Participant or a Beneficiary of a material right accrued hereunder prior to the date of the amendment or materially and adversely affect the payment of benefits to

13

any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification unless the Participant or Beneficiary so affected consents in writing to the amendment or modification. Notwithstanding the foregoing, the Board may amend the Plan retroactively to the extent the Board is of the opinion that such an amendment is required (i) to avoid the imposition of additional tax liabilities on a Participant under Code section 409A (ii) to avoid the application of Code section 409A to benefits hereunder or (iii) to conform the Plan to the provisions and requirements of any applicable law, provided that no such amendment may reduce any Participant’s Account Balance. No such amendment shall be considered prejudicial to any interest of a Participant or Beneficiary hereunder. Finally, while the ability to amend the Plan generally rests with the Board, the provisions set forth in the Administrative Appendix or the Compliance Appendix may be amended either by the Board or the Plan Administrator.

9.3

Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6 or 7 of the Plan shall completely discharge all obligations to a Participant under this Plan.

ARTICLE 10

Administration

10.1	Plan Sponsor and Administrator. The Company is the Plan Sponsor. The Committee is the Plan Administrator.
10.2	Powers and Authority of the Company. The Company, acting through the Committee, has the following absolute powers and authority under the Plan:

(a)	To amend or terminate the Plan, at any time and for any reason (subject to Sections 9.1 and 9.2);
(b)	To determine the amount, timing, vesting, and other conditions applicable to Plan contributions and benefits;
(c)	To set aside funds to assist the Company to meet its obligations under this Plan, provided that the funds are set aside in a manner that does not result in immediate taxation to Participants;
(d)	To establish investment policy guidelines applicable to funds (if any) set aside under (c);
(e)	To establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits under the Plan;

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(f)	To take any such other actions as it deems advisable to carry out the purposes of the Plan; and
(g)	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan.

10.3 Plan Administrator. The Company has appointed the Committee to act as Plan Administrator. All actions taken by the Committee, or by its delegate, as Plan Administrator will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. All findings, decisions and determinations of any kind made by the Plan Administrator or its delegate shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. The Plan Administrator has the following powers and authority under the Plan:

(a)	In the exercise of its sole, absolute, and exclusive discretion, to construe and interpret the terms and provisions of the Plan, to remedy and resolve ambiguities, to grant or deny any and all non-routine claims for benefits and to determine all issues relating to eligibility for benefits;
(b)	To authorize withdrawals due to Unforeseeable Financial Emergency;
(c)	To carry out day-to-day administration of the Plan, including notifying eligible employees of their eligibility to participate in the Plan and of the provisions of the Plan, processing distributions, establishing enrollment requirements, approving and processing Election Forms, providing Participants with statements of Account and approving and processing changes in the time and/or form of distributions;
(d)	To establish administratively reasonable dates, times, and periods, to the extent that the terms of the Plan provide for the Plan Administrator to do so;
(e)	To prepare forms necessary for the administration of the Plan, including Election Forms, beneficiary designation forms, investment designation forms, and any other form or document deemed necessary to the effective administration of the Plan;
(f)	To approve and adopt communications to be furnished to Participants explaining the material provisions, terms, and conditions of the Plan;
(g)	To negotiate and document agreements with Plan service providers;

15

(h)	To amend the Plan for legal, technical, administrative, or compliance purposes, as recommended by legal counsel;
(i)	To amend the Administrative Appendix;
(j)	To work with Plan service providers to ensure the effective administration of the Plan; and
(k)	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan, any such delegation to carry with it the full discretion and authority vested in the Plan Administrator.

10.4	Binding Effect of Decisions. The finding, decision, determination or action of the Committee or its delegate with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon any and all persons having any interest in the Plan unless determined, subject only to the Plan’s claims rules. No findings, decisions or determinations of any kind made by the Committee or its delegate shall be disturbed unless the Committee or its delegate has acted in an arbitrary and capricious manner.
10.5	Indemnification. The Company shall indemnify and hold harmless the named fiduciaries and any officers or employees of the Company and its Subsidiaries to which fiduciary responsibilities have been delegated from and against any and all liabilities, claims, demands, costs and expenses including attorneys fees, arising out of an alleged breach in the performance of their fiduciary duties under the Plan and ERISA, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company shall have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this paragraph applies.
10.6	Stock Subject to the Plan. Unless otherwise determined by the Board, shares of Common Stock utilized for purposes of distributions of Plan benefits shall consist of shares held in the Company’s treasury.
10.7	Equitable Adjustment. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash or Common Stock or other property), or recapitalization, Common Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the

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Committee shall make such equitable changes or adjustments as it deems necessary to any or all of the number of Phantom Stock Units credited to Participants’ Phantom Stock Accounts and/or the number and kind of shares of stock to which such Phantom Stock Units relate or that may be thereafter be distributed in respect of amounts credited to a Participant’s Phantom Stock Account.

ARTICLE 11

Miscellaneous

11.1	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company or an Employer. Any and all of the Company’s assets shall be, and remain, its general, unpledged and unrestricted assets. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
11.2	Employer’s Liability. An Employer other than the Company shall have no liability to a Participant or a Participant’s Beneficiary for payment of any benefits under the Plan.
11.3	Company’s Liability. Amounts payable to a Participant or Beneficiary under this Plan shall be paid from the general assets of the Company (including without limitation the assets of any trust established to fund payment of obligations hereunder) exclusively.
11.4	Nonassignability. Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable, except that the foregoing shall not apply to any family support obligations set forth in a court order. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.
11.5	Not a Contract of Employment. The terms and conditions of this Plan nor any actions taken hereunder shall not be deemed to constitute a contract of employment between the Company or an Employer and the Participant, nor give Participant any right to be retained as an employee of the Company or its subsidiaries. Such employment relationship can be terminated at any time for any reason, with or without cause, unless expressly provided in a written

17

	employment agreement. This Plan shall only create a contractual obligation on the part of the Company, and shall not be construed as creating a trust or any fiduciary relationship.
11.6	Furnishing Information. A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.
11.7	Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
11.8	Governing Use. The provisions of this Plan shall be construed and interpreted according to the laws of the State of California.
11.9	Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, return receipt requested, to:

Con-way Inc.
Compensation Committee
1993 Deferred Compensation Plan
for Executives and Key Employees
2855 Campus Drive, Suite 300
San Mateo, California 94403

	Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
	Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.
11.10	Successors. The provisions of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Participant, the Participant’s Beneficiaries, and their permitted successors and assigns.

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11.11	Spouse’s Interest. The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner, including but not limited to such Spouse’s will, nor shall such interest pass under the laws of intestate succession.
11.12	Incompetence. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate and/or such indemnification of the Committee, the Company and the Participant’s Employer and security, as it deems appropriate, in its sole discretion, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.
11.13	Distribution in the Event of Taxation. If, for any reason, all or any portion of a Participant’s benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee for a distribution of assets sufficient to meet the Participant’s tax liability (including additions to tax, penalties and interest). Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute to the Participant immediately available funds in an amount equal to that Participant’s federal, state and local tax liability associated with such event of taxation (which amount shall not exceed a Participant’s accrued benefit under the Plan), such tax liability shall be measured by using that Participant’s then current highest federal, state and local marginal tax rate, plus the rates or amounts for the applicable additions to tax, penalties and interest. If the petition is granted, the tax liability distribution shall be made within ninety (90) days of the date when the Participant’s petition is granted. Such a distribution shall reduce the benefits to be paid under this Plan.
11.14	Legal Fees To Enforce Rights. If the Company has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, the Participant’s Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorizes such Participant to retain counsel chosen by the Participant and agrees to pay the reasonable legal fees and expenses of the Participant incurred in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, or any director, officer, shareholder or other person

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	affiliated with the Company, or any successor thereto in any jurisdiction, provided that such Participant prevails in such action.
11.15	Payment of Withholding. As a condition of receiving benefits under the Plan, the Participant shall pay the Company and/or the applicable Employer not less than the amount of all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any benefits paid and/or from Base Annual Salary or Annual Bonus, in its sole discretion.
11.16	Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Company and its subsidiaries. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. In no event shall distributions under the Plan prior to Retirement have the effect of increasing payments otherwise due under the various retirement plans of the Company and its subsidiaries.
11.17	Value Management Deferral Amounts Subsequently Deferred. The 2005 and 2006 portions of the Value Management Awards that were subject to deferral elections made in December of 2002 and December of 2003 for cycles that end on December 31, 2005 and December 31, 2006 shall not be governed by this Plan, but shall be governed by the 2005 Deferred Compensation Plan for Executives and Key Employees.

IN WITNESS WHEREOF, the Company has amended and restated this Plan as of December 1, 2008.

Con-way Inc.
By:
	Jennifer W. Pileggi
Its:	Senior Vice President, General
	Counsel and Secretary

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ADMINISTRATIVE APPENDIX

TO

CON-WAY INC.

1993 DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND KEY
EMPLOYEES

AMENDED AND RESTATED DECEMBER 2008

This Administrative Appendix to the Con-way Inc. 1993 Deferred Compensation Plan for Executives and Key Employees (the “Plan”) sets forth the rules and procedures governing the administration of the Plan as applied to benefits under such Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Plan.

A. Claims Procedures

A.1

Presentation of Claim. Any Participant or Beneficiary of a deceased Participant may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant:

A.2

Notification of Decision. The Plan Administrator shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
(b)	that the Plan Administrator has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)	the specific reason(s) for the denial of the claim, or any part of it;
(ii)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

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(iii)	a description of any additional material or information necessary for the Claimant to clarify or perfect the claim, and an explanation of why such material or information is necessary; and
(iv)	an explanation of the claim review procedure set forth in Section A.3 below.

A.3 Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Plan Administrator that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Plan Administrator a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a)	may review pertinent documents;
(b)	may submit written comments or other documents; and/or
(c)	may request a hearing, which the Plan Administrator, in its sole discretion, may grant.

A.4 Decision on Review. The Plan Administrator shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Plan Administrator’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant and it must contain:

(a)	specific reasons for the decision;
(b)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
(c)	such other matters as the Plan Administrator deems relevant.

A.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article A is a mandatory prerequisite to a Participant’s right to commence any legal action with respect to any claim for benefits under this Plan.

B. Deferral Commitments

The Company continues to maintain this Plan, however deferrals elections under this Plan ceased on December 31, 2004 and no deferrals are permitted under this Plan for compensation earned after that date. The Company’s 2005 Deferred Compensation

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Plan for Executives and Key Employees governs the deferral of compensation earned after December 31, 2004.

B.1 Minimum Deferral.

(a)	Minimum. A Participant may not elect to defer less than $2,000 of Base Annual Salary for any Plan Year, less than $2,000 of Annual Bonus for any Plan Year, less than $2,000 of any ROE Award for an award cycle, nor less than $2,000 of any Value Management Award for any award cycle.
(b)	Short Participation Year. If a Participant’s Plan Entry Date is July 1 of any Plan Year, he must defer a minimum of $1,000 of Base Annual Salary, a minimum of $1,000 of Annual Bonus, a minimum of $1,000 of any ROE Award, or a minimum of $1,000 of any Value Management Award for such Plan Year.

B.2 Maximum Deferral.

(a)	Salary and Annual Bonus. For each Plan Year, a Participant may defer up to 100% of Base Annual Salary stated as a dollar amount and up to 100% of Annual Bonus stated as a dollar or percentage amount. The amount of Base Annual Salary and/or Annual Bonus that a Participant elects to defer shall be reduced by the Plan Administrator, without the consent of the affected Participant, to the extent necessary to provide for (i) other deferrals of Base Annual Salary and/or Annual Bonus, as the case may be, by such Participant under all qualified and nonqualified plans of the Company or any subsidiary and Code section 125 plans of the Company or any subsidiary, (ii) any taxes that are required to be withheld with respect to deferrals under the Plan, and (iii) any other amounts deducted from Base Annual Salary and/or Annual Bonus pursuant to applicable law or authorization by Participant.
(b)	ROE Awards. For each three-year award cycle under the Con-way Inc. Return on Equity Plan, a Participant who also participates in that plan may defer up to 100% of the Participant’s ROE Award for that cycle stated as a dollar or percentage amount.
(c)	Value Management Awards. For each award cycle under the Con-way Inc. Value Management Plan (as amended from time to time), a Participant who also participates in that plan may defer up to 100% of the Participant’s Value Management Award for that award cycle stated as a dollar or percentage amount.

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B.3 Election to Defer.

(a)

Annual Deferrals. The Participant shall make a deferral election by delivering to the Plan Administrator a completed and signed Election Form prior to the intended Plan Entry Date. For each succeeding Plan Year, a new Election Form must be delivered to the Plan Administrator, in accordance with the rules set forth above. If the Election Form is not delivered prior to the Plan Entry Date for a Plan Year, no Annual Deferral Amount shall be deferred for that Plan Year and no ROE Award or Value Management Award shall be deferred for the award cycle beginning with that Plan Year.

(b)

Annual Election of Phantom Stock Units. During January of each Plan Year, each Participant shall have the opportunity to elect (an “Investment Change”) to transfer all or a portion of such Participant’s Cash Account to such Participant’s Phantom Stock Account; provided, however, that an Investment Change may not be elected with respect to any portion of a Participant’s Cash Account that has been designated for a Pre-Retirement Distribution, as defined in Section 5.1 (the “Excluded Portion”). The amount to be subject to an Investment Change may be determined as a dollar amount or a percentage of the Participant’s Cash Account (excluding the Excluded Portion); provided, however, that no less than five thousand dollars ($5,000) may be made subject to an Investment Change. The amount subject to an Investment Change shall be transferred in accordance with such Participant’s conversion election and Participants may elect to convert all, or less than all, of one or more Plan Year Account Balances into Phantom Stock in any order; provided, however, that if a Participant fails to make a conversion election, the amount subject to an Investment Change shall be transferred, first, from such Participant’s earliest deferral under the Plan, and thereafter from subsequent deferrals under the Plan in the order in which they were elected until the entire amount subject to the Investment Change shall have been transferred. Each Investment Change election made by a Participant pursuant to this Section B.3(b) shall be irrevocable when made and shall be effective as of the February 1 following the date that the election is made; provided, however, if the Company’s General Counsel shall have determined that the blackout period for trading in Company securities shall be in effect as to that Participant on February 1, then the Investment Change election shall be null and void. The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined in accordance with Section C.1(b).

B.4 Withholding of Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld each payroll period in equal amounts from the Participant’s Base Annual Salary. The Annual Bonus

24

portion of the Annual Deferral Amount shall be withheld at the time or times the Annual Bonus is or otherwise would be paid to the Participant. The deferred portion of an ROE Award, and the deferred portion of a Value Management Award, shall be withheld at the time such ROE Award or Value Management Award otherwise would be paid to the Participant.

B.5

FICA Tax. Any applicable FICA and other payroll taxes on amounts deferred under this Article, including ROE Awards and Value Management Awards, may be withheld from that portion of the Participant’s Base Salary, Annual Bonus, ROE Award and/or Value Management Award that is not being deferred. If necessary, the Plan Administrator may reduce the amount of Base Annual Salary, Annual Bonus, ROE Award and/or Value Management Award deferred, in order to enable the Company to withhold all applicable FICA and other payroll taxes on amounts deferred under this Article.

C. Returns Credited to Account Balances

C.1 Prior to any distribution of benefits under the Plan, returns in respect of a Participant’s Cash Account and Phantom Stock Units in respect of a Participants’ Phantom Stock Account shall be credited as follows:

(a) Cash Account. With respect to the portion of an Annual Deferral Amount for a Plan Year which a Participant has elected to have credited to his or her Cash Account, returns shall be credited to such Participant’s Cash Account as though such Annual Deferral Amount was withheld on the Participant’s Plan Entry Date for that Plan Year. With respect to the portion of a deferred ROE Award or a deferred Value Management Award which a Participant has elected to have credited to his or her Cash Account, returns shall be credited to such Participant’s Cash Account as though the deferral amount was withheld on the day immediately following the last day of the applicable award cycle.

(i)

The balance in each Participant’s Cash Account shall be compounded annually, using the Moody’s Seasoned Corporate Bond Rate, or such other rate as the Committee may determine in its sole discretion prior to the beginning of a Plan Year.

(ii)

Alternatively, a Participant may elect to have one or more funds selected by the Participant from a list of available funds apply to all or any portion of the Participant’s Cash Account. After any such election becomes effective, such portion of such Participant’s Cash Account will no longer be credited with interest based on the Moody’s Seasoned Corporate Bond Rate (or such other rate as the Committee may determine in its sole discretion prior to the beginning of a Plan Year), and the performance of the funds

25

selected by such Participant shall determine the gains or losses attributable to such portion of such Participant’s Cash Account (which portion shall be referred to hereafter as the “Invested Portion”). The list of available funds will be those designated by the Con-way Administrative Committee under the Company’s 2005 Deferred Compensation Plan for Executives and Key Employees, and the Participant may select from among the available funds under procedures substantially similar to the procedures that apply under such plan. Effective January 1, 2007, any election under this Section C.1(a)(ii) shall take effect as of the date that the election is made and shall be irrevocable.

For purposes of this Section C.1(a), in connection with any amounts that are transferred to a Participant’s Phantom Stock Account in the first calendar quarter pursuant to an Investment Change, a Participant’s Cash Account shall be credited with a return in respect of such calendar quarter equal to (i) in the case of the Invested Portion of such Participant’s Cash Account, the actual returns (calculated pursuant to Section C.1(a)(ii)) for the month of January during such quarter and/or (ii) in the case of such Participant’s Cash Account (other than the Invested Portion), one-third (1/3) of the return (calculated pursuant to Section C.1(a)(i)) for such quarter.

(b) Phantom Stock Account. A Participant’s Phantom Stock Account shall consist of that number of Phantom Stock Units credited with respect to (i) amounts transferred pursuant to an Investment Change in accordance with Section B.3(b) and (ii) Dividend Equivalents credited in respect of Phantom Stock Units previously credited to the Participant’s Phantom Stock Account, in each case as set forth below:

(i)	The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined by dividing (A) the dollar amount subject to the Investment Change by (B) the Fair Market Value per share of Common Stock as of February 1 of the Plan Year to which the Investment Change relates; and
(ii)	The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account in respect of Dividend Equivalents shall be equal to (A) the per share dividend paid on a share of Common Stock, multiplied by (B) the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account as of the record date for such dividend, divided by (C) the Fair Market

26

Value per share of Common Stock as of the payment date for such dividend, such crediting to be made as of such payment date.

C.2 Date Through Which Crediting under Section C.1 Occurs.

(a)

Crediting Up to a Distribution Event. A Participant’s Cash Account and Phantom Stock Account will be credited with returns in accordance with Section C.1 up to the date of a Distribution Event; provided, however, that in the case of a Pre-Retirement Distribution, any Invested Portion of a Participant’s Cash Account will be credited with returns in accordance with Section C.1(b) up to that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the Distribution Event or other such administratively reasonable date prior to the date of the Distribution Event as may be determined by the Plan Administrator.

(b)

Crediting Subsequent Returns. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to Section C.3(b), a Participant’s Cash Account shall be reduced as of the day on which each installment payment is made. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to Section C.3(b) or Section C.4, the Invested Portion of a Participant’s Cash Account or Phantom Stock Account, as the case may be, shall be reduced as of that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the calendar quarter in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator.

C.3 Cash Account Returns and Installment Distributions. In the event a benefit is paid in installments, a Participant’s unpaid Cash Account shall be credited as follows:

(a) Crediting.

(i)	For each Plan Year, the undistributed Cash Account (other than the Invested Portion) shall be credited with a return equal to the Moody’s Seasoned Corporate Bond Rate or such other rate as the Committee may determine in its sole discretion prior to the beginning of a Plan Year.
(ii)	The Invested Portion of a Participant’s undistributed Cash Account shall continue to be credited with returns as provided in Section C.1(a)(ii).

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(iii) Returns shall start to accrue under this Section C.3 as of the date that returns cease to accrue under Section C.2 above.

(b) Installments. Installment payments shall commence on the first day of the calendar quarter following the first full quarter following such Participant’s Distribution Event, or within an administratively reasonable period of time thereafter. All additional installment payments shall be paid on the first day of the remaining calendar quarters of the payment period or within an administratively reasonable period of time thereafter.

(i)	To the extent that an installment payment is from the Invested Portion of a Participant’s Cash Account, such payment shall be based on the value of the Invested Portion as of that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the calendar quarter in which the installment payment is to be made or such other administratively reasonable date prior to such date as determined by the Plan Administrator. The amount of each installment payment shall be determined by dividing the Invested Portion of the Participant’s Cash Account at the time of each payment by the number of payments remaining over the installment period.
(ii)	To the extent that an installment payment is from other than the Invested Portion of the Participant’s Cash Account, the principal portion of such payment shall be determined by dividing the Participant’s Cash Account (other than the Invested Portion) at the time of commencement of the installment payments over the installment period. In addition, each installment payment described in the foregoing sentence after the first installment payment will include a return calculated for the preceding quarter using the rate determined in Section C.3 above.
	The Plan Administrator shall have the authority to adjust the amount of any future installment payments to reflect any Investment Changes made since the most recent installment payment. Payments made pursuant to this Section C.3(b) within an “administratively reasonable period” shall be made no later than thirty (30) days following the first day of the calendar quarter.

C.4 Phantom Stock Account Distributions. Unless the Committee, in its sole discretion, elects to make all or part of a distribution in cash, distributions from a Participant’s Phantom Stock Account shall be made in the form of (i) one share of Common Stock for each whole Phantom Stock Unit, plus (ii) cash in lieu of any fractional Phantom Stock Unit, determined based on the Fair Market Value of a share of Common Stock as of the date of the Distribution Event. If a Participant’s

28

	Phantom Stock Account balance is to be distributed in installments, (a) the number of shares of Common Stock to be delivered in a particular installment shall be determined by dividing the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account immediately prior to such installment by the remaining number of installments (with any fractional Phantom Stock Units paid in cash, in accordance with clause (i) above) and (b) Dividend Equivalents shall continue to accrue and be credited to such Participant’s Phantom Stock Account in accordance with Section C.1(b)(ii) during the installment period with respect to Phantom Stock Units that remain credited to such Phantom Stock Account. Installment payments shall be determined based on the value of the Plan Year Account Balance in the Participant’s Phantom Stock Account as of that date which is the fifteenth (15th) day of the last month of the immediately preceding calendar quarter or an administratively reasonable date specified by the Plan Administrator.
C.5	Statement of Accounts. The Plan Administrator shall send to each Participant, within 120 days after the close of each Plan Year, a statement in such form as the Committee deems desirable setting forth the amount of the Participant’s Account Balance.
C.6	Fair Market Value. Notwithstanding Section 1.22 to the contrary, with respect to calculations made pursuant to this subsection, the Fair Market Value of a share of Common Stock shall mean the closing price per share of Common Stock on the New York Stock Exchange on February 1 of the relevant year (or, if February 1 falls on a non-trading day, the immediately preceding trading day).

D. Beneficiary Designation

D.1

Beneficiary. Each Participant shall designate a Beneficiary to receive any benefits payable under the Plan upon the Participant’s death.

D.2

Beneficiary Designation. A Participant shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and submitting it to the Plan Administrator or its delegate. A Participant shall have the right to change a Beneficiary at any time without the consent of the Beneficiary, by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the receipt by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant with the Plan Administrator prior to death.

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D.3	Spousal Consent. A married Participant’s designation of someone other than the Participant’s Spouse as primary beneficiary shall not be effective unless the Spouse executes a consent in writing that acknowledges the effect of the designation and is witnessed by a plan representative or notary public. No consent is required if it is established to the satisfaction of the Plan Administrator that consent cannot be obtained because the Spouse cannot be located.
D.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided above, the Participant’s designated Beneficiary shall be deemed to be the surviving Spouse. If the Participant has no surviving Spouse, the benefits otherwise payable to a Beneficiary shall be paid to the Participant’s estate.
D.5	Doubt as to Beneficiaries. If the Plan Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Plan Administrator shall pay such amounts to the Participant’s estate.
D.6	Discharge of Obligations. The payment of benefits under the Plan to a Participant or Participant’s Beneficiary shall fully and completely discharge the Company and the Participant’s Employer from all obligations under this Plan with respect to the deceased Participant, Beneficiaries, and any others that may be entitled to such benefits.
D.7	Beneficiary Designation Form. “Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries. A Participant may complete and return the Beneficiary Designation Form electronically and such electronic transmission shall be treated as a valid signature.

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EX-10.54

Exhibit 10.54

CON-WAY INC.

2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND KEY EMPLOYEES

AMENDED AND RESTATED DECEMBER 2008

Preamble

WHEREAS, the purpose of this Plan is to enhance the motivational value of the salaries and incentive compensation of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company and its Subsidiaries by providing them the opportunity to defer cash compensation; and

WHEREAS, the Plan is intended to aid the Company and its Subsidiaries in attracting and retaining key employees and give them an incentive to increase the profitability of the Company and its Subsidiaries; and

WHEREAS, the Company has been treating amounts deferred on and after January 1, 2005, in good faith compliance with Code Section 409A and the regulations and Internal Revenue Service guidance (including Notice 2005-1) thereunder; and

WHEREAS, effective January 1, 2008, the Company amended and restated the Plan to comply with the provisions of Code Section 409A and the regulations and Internal Revenue Service guidance thereunder.

WHEREAS, the Company hereby further amends and restates the Plan for additional Code Section 409A compliance purposes, effective January 1, 2009. For the period from January 1, 2005 through December 31, 2008, the Plan observed operational compliance with Code section 409A, in accordance with transitional guidance issued by the Internal Revenue Service.

ARTICLE 1

Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

- 1 -

1.1	“Account Balance” means the sum of (i) amounts credited to a Participant’s Dollar-Denominated Account, plus (ii) Phantom Stock Units credited to a Participant’s Phantom Stock Account, reduced by (iii) all distributions made pursuant to the terms and conditions of this Plan. Amounts credited to a Participant’s Dollar-Denominated Account shall derive from Base Annual Salary Deferral Amounts, Bonus Deferral Amounts, and LTIP Deferral Amounts.
1.2	“Administrative Appendix” means the rules and procedures governing the administration of this Plan, as set forth in a separate appendix which by this reference is specifically incorporated into this Plan.
1.3	“Base Annual Salary” means a Participant’s base annual salary that is scheduled to be paid in the normal course through the Company’s regular payroll cycles to a Participant for each Plan Year, determined as of the first day of that year, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, and other fees, before reduction for compensation deferred pursuant to all qualified, nonqualified and Code Section 125 plans and all qualified transportation fringe benefits of the Company or any Subsidiary under Code Section 132(f).
1.4	“Base Annual Salary Deferral Amount” means, for any Plan Year, that portion of a Participant’s Base Annual Salary that a Participant elects to have and is deferred under the Plan for that Plan Year. In the event of Disability or of a Separation from Service prior to the end of a Plan Year, such year’s Base Annual Salary Deferral Amount shall be the actual amount withheld prior to such event. In the event the portion of a Participant’s Base Annual Salary actually payable with respect to a given payroll period is less than the amount scheduled to be deferred, then no amount shall be deferred with respect to that payroll period for that Participant, either before, during or after the payroll period.
1.5	“Beneficiary” means one or more persons, trusts, estates or other entities, designated in accordance with the Plan, that are entitled to receive benefits under this Plan upon the death of a Participant.
1.6	“Board” means the Board of Directors of the Company.
1.7	“Bonus” means any and all bonuses or incentive compensation, other than an LTIP Award, earned by a Participant in a Plan Year (whether or not earned on the basis of services performed over an annual period) under any cash bonus or incentive plan or program of the Company or any Subsidiary, and whether or not paid in such Plan Year.
1.8	“Bonus Deferral Amount” means that portion of a Participant’s Bonus that a Participant elects to have and is deferred under the Plan for any one Plan Year.
1.9	“Change in Control” means the occurrence of an event described in Code Section 409A(a)(2)(A)(v) or the final Treasury Regulations issued thereunder, with respect to the Company or the Participant’s Employer.

- 2 -

1.10	“Claimant” means any Participant or Beneficiary of a deceased Participant who makes a claim for determination under the Plan.
1.11	“Code” means the Internal Revenue Code of 1986, as amended.
1.12	“Committee” means the Compensation Committee of the Board or its delegates.
1.13	“Common Stock” means the common stock, par value $0.625 per share, of the Company.
1.14	“Company” means Con-way Inc., a Delaware corporation.
1.15	“Compliance Appendix” means the separate appendix setting forth transition rules used for administration of the Plan implemented as a good faith effort to comply with Code Section 409A prior to the effective date of the final Treasury regulations thereunder, which by this reference is specifically incorporated into this Plan.
1.16	“Con-way Administrative Committee” means the committee delegated by the Compensation Committee to serve as the named fiduciary of the Company’s tax-qualified retirement plans.
1.17	“Disability” means the Participant either (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Participant’s Employer. Notwithstanding the foregoing to the contrary, a Participant will be deemed disabled if determined to be totally disabled by the Social Security Administration. Disability determinations will be made by the Plan Administrator.
1.18	“Distribution Event” shall mean: (a) in the case of a withdrawal for an Unforeseeable Financial Emergency, the date the Committee approves the payout, provided that a Distribution Event shall only be deemed to have occurred for the portion of the Participant’s Account Balance that is approved to be paid out, (b) in the case of a Retirement Benefit, the date of Retirement, (c) in the case of death, the date of death, (d) in the case of a Pre-Retirement Survivor Benefit, the date of death, (e) in the case of a Pre-Retirement Distribution, the first day of the Plan Year chosen by the Participant on the Election Form for such distribution, and (f) in the case of a Termination Benefit, the date of Separation from Service due to Termination of Employment.
1.19	“Dividend Equivalent” means an amount representing the dividend paid on that number of shares of Common Stock equal to the number of Phantom Stock Units credited to a Participant’s Phantom Stock Account as of the record date for such dividend.

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1.20	“Dollar-Denominated Account” shall mean that portion of a Participant’s Account Balance that is not credited to such Participant’s Phantom Stock Account.
1.21	“Election Period” means either the Annual Election Period or, for newly eligible Participants, the Initial Election Period, each determined as follows:

(a)

Annual Election Period. “Annual Election Period” means, for each Plan Year, the designated period during which Participants may submit their elections to defer compensation. The Plan Administrator has discretion to establish the Annual Election Period and may establish different Annual Election Periods for different types of compensation, provided that annual elections must become irrevocable not later than the time specified under Code section 409A. A Participant’s deferral election with respect to Base Annual Salary and Bonus compensation at an Annual Election Period must become irrevocable not later than December 31 of the year preceding the year in which the Participant performs services generating the Base Annual Salary and the Bonus compensation. Once made, Annual Elections are irrevocable and can be cancelled only in cases of Unforeseeable Financial Emergency and Disability, as discussed in Sections 4.2 and 8.1, respectively.

(b)

Initial Election Period. The Initial Election Period for any employee who first becomes a Participant after the first day of the Plan Year ends on the day prior to his or her Plan Entry Date under Section 2.3 (i.e., June 30). This deferral election relates only to compensation paid for services to be performed subsequent to the election and applies only to Base Annual Salary. Bonus deferrals can be elected only during an Annual Election Period.

1.22	“Election Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to make a deferral election under the Plan. Deferral elections may be made in the format and manner specified by the Plan Administrator (or its delegate), including electronically.
1.23	“Employer” means the Company or any of its Subsidiaries that employs a Participant.
1.24	“Fair Market Value” of a share of Common Stock as of a particular date shall mean the Closing price per share of Common Stock on the New York Stock Exchange on the last trading day immediately preceding such date.
1.25	“LTIP Award” means the Participant’s Award granted under the Con-way Inc. Value Management Plan or any other successor plan or program, as well as any other cash-based or equity-based long-term incentive programs established under Section 13 of the Con-way Inc. 2006 Equity and Incentive Plan, as amended from time to time, as an Other Stock-Based or Cash-Based Award (the “Long Term Incentive Plan”).

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1.26	“LTIP Deferral Amount” means, for any award cycle, that portion of a Participant’s LTIP Award that a Participant elects to have and is deferred under the Plan for that award cycle.
1.27	“Participant” for any Plan Year means any employee of an Employer who is selected to participate in the Plan for such Plan Year by the Committee and commences participation in accordance with Article 2.
1.28	“Phantom Stock Account” shall mean that portion of a Participant’s Account Balance which is credited with Phantom Stock Units.
1.29	“Phantom Stock Unit’” shall mean a unit which shall at all times be equal in value to one whole share of Common Stock.
1.30	“Plan” means the Company’s 2005 Deferred Compensation Plan for Executives and Key Employees, Amended and Restated December 2008, as evidenced by this instrument, as further amended from time to time, and as supplemented by the Administrative Appendix and the Compliance Appendix.
1.31	“Plan Administrator” means the Committee, or any person or persons to whom the Committee delegates its authority or any portion thereof.
1.32	“Plan Entry Date” means the date on which an employee selected by the Committee to participate in the Plan initially commences participation in the Plan in accordance with Article 2.
1.33	“Plan Year” means the period beginning on January 1 of each year and continuing through December 31 of that year.
1.34	“Plan Year Account Balance” means that portion of a Participant’s Account Balance that is attributable to deferrals (and earnings thereon) made pursuant to an Election Form for a given Plan Year.
1.35	“Pre-Retirement Distribution” means the payout set forth in Section 4.1 below.
1.36	“Pre-Retirement Survivor Benefit” means the benefit set forth in Article 6 below.
1.37	“Prime Rate” means the published Bank of America prime rate, or such other rate as the Committee may select. For each calendar quarter, the rate shall be the published rate in effect as of the first day of such quarter.
1.38	“Retirement”, “Retires” or “Retired” means the Employee leaves employment with the Employer on account of (i) early retirement as defined in the Con-way Inc. Pension Plan (“Pension Plan”), if the Participant elects within 60 days from the last day of regular employment to receive monthly pension benefits under such Pension Plan starting on the

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	first day of the month following the last day of employment, or (ii) normal or deferred retirement under such Pension Plan.
1.39	“Retirement Benefit” means the benefit set forth in Article 5.
1.40	“Separation from Service” means the termination of a Participant’s employment with the Company and each of its Subsidiaries (whether or not the Subsidiary participates in this Plan) on account of death, Retirement or Termination of Employment. A Separation from Service is deemed to have occurred for purposes of this Plan on the date when the Participant and the Company reasonably anticipate that the level of bona fide services to be provided by the Participant will be permanently reduced to 49 percent or less of the average level of bona fide services provided in the immediately preceding period of 12 consecutive months.
	If the Participant is on a paid leave of absence, the Participant shall continue to be considered employed by the Employer and be treated as providing services at a level equal to the level of services that the Participant would have been required to perform to earn the amount of compensation paid during the paid leave of absence; deferral elections, if any, made by such Participant for that Plan Year shall continue to apply.
	If the Participant is on an unpaid leave of absence, in the absence of a Termination of Employment within the meaning of this Plan, the Participant shall continue to be considered employed by the Employer; the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral elections, if any, made for that Plan Year, with no make-up for the period of the leave of absence.
1.41	“Specified Employee” means an individual who, as of the date of his or her Separation from Service, meets the requirements to be a “key employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5)) at any time during the 12-month period ending on the Specified Employee Identification Date. For purposes of this determination, the Specified Employee Identification Date is each December 31 and the Specified Employee Effective Date is the April 1 following such Identification Date. If the individual is a key employee as of a Specified Employee Identification Date, the individual is treated as a “key employee” for purposes of this section for the entire 12-month period beginning on the Specified Employee Effective Date. The terms “Identification Date” and “Effective Date” for purposes of this paragraph have the meanings specified in Treasury Regulation 1.409A-1(i)(3) and (4).
1.42	“Spouse” has the meaning set forth in the Defense of Marriage Act of 1996 (P. L. 104-199), as amended. (As of January 1, 2005, this definition is a legal union between one man and one woman as husband and wife.)

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1.43	“Subsidiary” means any entity in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns at least 50% of the other entities in such chain.
1.44	“Termination Benefit” means the benefit set forth in Article 7.
1.45	“Termination of Employment” has the meaning set forth in Treasury Regulation 1.409A-1(h)(1)(ii). In the case of an unpaid leave of absence, a Termination of Employment is presumed on the earlier of (i) the date the Participant loses his or her statutory or contractual right to re-employment (but not sooner than six (6) months after the unpaid leave of absence began) or (ii) the date that there is no longer a reasonable expectation that the Participant will return to perform services for the Company.
1.46	“Unforeseeable Financial Emergency” means a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, a designated beneficiary of the Participant, or a dependent (as defined in Code Section 152 without regard to Sections 152(b)(1), (b)(2), and (d)(1)(8)) of the Participant, (ii) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not covered by insurance, for example, not as a result of a natural disaster), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction of the Participant’s primary residence may constitute an Unforeseeable Financial Emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Financial Emergency. Finally, the need to pay for the funeral expenses of a spouse, beneficiary, or a dependent (as defined herein) may also constitute an Unforeseeable Financial Emergency. Except as may be otherwise provided in the Treasury Regulations under Code section 409A, the purchase of a home and the payment of college tuition are not Unforeseeable Financial Emergencies.

ARTICLE 2

Selection, Eligibility, Enrollment

2.1	Selection by Committee; Eligibility. The ongoing ability to make elective deferrals into the Plan shall be limited to a select group of management or highly compensated employees of the Company and its Subsidiaries. Prior to January 1 and July 1 of each Plan Year, the Committee shall select those employees who shall be eligible to make deferrals into the Plan for that Plan Year.
2.2	Enrollment Requirement. Notice of eligibility to defer shall be given by the Plan Administrator and shall be deemed effective when given. The Plan Administrator shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary and appropriate.

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2.3	Commencement of Participation: Plan Entry Date. The Plan Entry Date for employees selected in accordance with Section 2.1 shall be the earlier to occur of January 1 (i.e., the first day of the Plan Year) or July 1 (i.e., commencement of participation mid-year) immediately following such selection. With respect to an Initial Deferral Election, a newly eligible Participant can commence making elective deferrals into the Plan on his or her initial Plan Entry Date only if the Participant timely submits an election form and otherwise meets all of the enrollment requirements as of the Plan Entry Date. In no case shall a Participant be permitted to defer any compensation earned before his or her applicable Plan Entry Date.
2.4	When Participation Ends. Generally, an individual remains a Participant as long as he or she has an Account Balance that has not yet been entirely distributed. However, if, prior to a Participant’s Separation from Service, a Participant has ceased to be a member of a select group of management or highly compensated employees of the Company within the meaning of Sections 201(2), 301(a)(3) and 401(a)(4) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), such Participant’s deferral elections shall continue for the remainder of the Plan Year to which the deferral elections relate. However, the Participant shall become ineligible to defer compensation under the Plan effective with the next Plan Year, and the Participant shall not re-establish eligibility to defer compensation until such time as he or she once again becomes a member of a select group of management or highly compensated employees, and even then can enter only on the first day of the Plan Year subsequent to again becoming eligible to make deferrals into the Plan. The Participant’s Account Balance will be distributed at the time and in the form specified by the terms of the Plan and the Participant’s elections.
2.5	Effect of Rehire. In the event a Participant Separates from Service and subsequently resumes providing services to the Company or any Subsidiary, such service shall have no effect on the time or form of any Plan payments being made to the Participant as of the date Participant’s services resume.

ARTICLE 3

Returns Credited to Account Balances

3.1	Plan Year Account Balances. Base Annual Salary Deferral Amounts and Bonus Deferral Amounts deferred by a Participant with respect to a Plan Year will be tracked within a separate Plan Year Account Balance maintained for each such Plan Year.
3.2	Returns and Crediting of Phantom Stock Units and Dividend Equivalents During Deferral Period. Prior to distribution, returns in respect of a Participant’s Dollar-Denominated Account and Phantom Stock Units in respect of a Participant’s Phantom Stock Account shall be credited as provided in the Administrative Appendix.

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ARTICLE 4

Pre-Retirement Distribution
Unforeseeable Financial Emergencies

4.1 Pre-Retirement Distributions.

(a)

In the event that a participant elects to defer a Base Annual Salary Deferral Amount, an Bonus Deferral Amount and/or an LTIP Deferral Amount in a Plan Year, such Participant may, subject to subsection (b), elect to receive all, but not less than all, of the amounts so deferred as a lump sum distribution (a “Pre-Retirement Distribution”) on a specified date prior to such Participant’s Retirement. The Pre-Retirement Distribution shall be in an amount equal to the amounts so deferred, plus returns credited in accordance with Article 3, and shall be paid within sixty (60) days following the first day of the Plan Year chosen by the Participant on the Election Form for such distribution. The earliest date that a Participant may receive a Pre-Retirement Distribution is five (5) years after the first day of the Plan Year in which such deferral occurs (i.e., the Plan Entry Date for Base Annual Salary deferrals, the first day of the performance period for Bonus deferrals (or, for newly eligible Participants, the Participant’s initial eligibility date), and the first day of the award cycle for LTIP Award deferrals).

(b)

If a Participant who has elected one or more Pre-Retirement Distributions has a Separation from Service due to Retirement or Termination of Employment (or before the start of the Plan Year chosen by the Participant for such Pre-Retirement Distribution, the Participant’s Account Balance shall be paid at the time and in the form elected by the Participant in accordance with Sections 5.2 or 7.2 respectively and not as the elected Pre-Retirement Distribution.

4.2 Withdrawal Payout, Election Cancellation for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) cancel Participant’s existing deferral elections (if any) and/or (ii) receive a partial or full payout from the Plan. The Committee may, in its sole discretion, accept or deny such petition. Any cancellation or payout shall not exceed the lesser of the Participant’s Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount necessary to satisfy such Unforeseeable Financial Emergency plus amounts necessary to pay federal, state, local or foreign income taxes and penalties reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Amounts available to the Participant due to the cancellation of the Participant’s deferral election for the remainder of the Plan Year must be taken into account in determining the amount necessary to satisfy the emergency need. If the petition for a cancellation and/or payout is approved, cancellation shall take effect upon the date of approval and any payout shall be made within sixty (60) days of the date of

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approval.In the event of a cancellation or payout, the Participant may not make up the lost deferral opportunity.

ARTICLE 5

Retirement Benefit

5.1

Retirement Benefit. A Participant who Retires shall receive, as a Retirement Benefit, that Participant’s Account Balance,

5.2

Payment of Retirement Benefit. A Participant may elect on the Election Form prior to the beginning of each Plan Year to receive the Retirement Benefit in a lump sum or in quarterly payments over a period of five (5) or ten (10) years; provided, however, that if a Participant fails to properly make such an election, the form of payment of the Retirement Benefit shall be a lump sum. The lump sum payment shall be made within sixty (60) days of the Participant’s Retirement. For purposes of payment, the Participant’s Account Balance shall be divided into subaccounts, one for each Plan Year elected by the Participant. Any installment payment shall be made in accordance with Article 3 and the Administrative Appendix. Notwithstanding the foregoing –

(a)

If the balance in a Participant’s Dollar-Denominated Account plus the Fair Market Value of the shares of Common Stock underlying the Phantom Stock Units credited to such Participant’s Phantom Stock Account is equal to or less than $25,000 on the date of Retirement, such Account Balance shall be paid to the Participant in a lump sum as soon as practicable following the date of such Retirement (subject to Section 5.2(b),

(b)

If the Participant is a Specified Employee, the lump sum may not be paid, and installments may not commence before the date which is six (6) months after the date of Separation from Service (or, if earlier, the date of death of the Participant). Any such lump sum or installment payments that were scheduled to be paid during the six (6) months after the Separation from Service but which were delayed pursuant to this Section 5.2(b), shall be paid as soon as administratively practicable following the date which is six (6) months after the date of Separation from Service. Any lump sum or installment payments that were originally scheduled to be paid following the six (6) months after the Separation from Service shall continue to be paid according to their pre-determined schedule.

5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit payment(s) shall continue and shall be paid to the Participant’s Beneficiary in the same manner as such payment(s) would have been paid to the Participant had the Participant survived.

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ARTICLE 6

Pre-Retirement Survivor Benefit

6.1	Pre-Retirement Survivor Benefit. If a Participant Separates from Service on account of death, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance as of the date of death.
6.2	Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor Benefit shall be paid to the Participant’s Beneficiary in a lump sum within sixty (60) days of the Committee’s receiving proof of the Participant’s death.

ARTICLE 7

Termination Benefit

7.1

Termination Benefit. If a Participant Separates from Service on account of Termination of Employment, the Participant shall receive a Termination Benefit which shall be equal to the Participant’s Account Balance determined as of the date of the Termination of Employment.

7.2

Payment of Termination Benefit. The Termination Benefit shall be the then current Account Balance as of the date of Participant’s Termination of Employment, paid in a lump sum within sixty (60) days after the Termination of Employment or in installments as the Participant elected on the Election Form in effect at the time of the Termination of Employment under the rules in 5.2; provided, however, that if the Participant failed to properly make such an election, the form of payment of the Termination Benefit shall be a lump sum. For purposes of payment, the Participant’s Account Balance shall be divided into subaccounts, one for each form elected by the Participant. Notwithstanding the foregoing:

(a)	If the balance in a Participant’s Dollar-Denominated Account plus the Fair Market Value of the shares of Common Stock underlying the Phantom Stock Units credited to such Participant’s Phantom Stock Account is equal to or less than $25,000 on the date of such Participant’s Termination of Employment, such Account Balance shall be paid to the Participant in a lump sum as soon as practicable following the date of such Termination of Employment (subject to Section 7.2(c)).
(b)	If the Participant experiences a Termination of Employment within one year after a Change in Control, the Termination Benefit shall be paid in a lump sum within twenty (20) days of the Termination of Employment (subject to Section 7.2(c)).
(c)	If the Participant is a Specified Employee, the lump sum may not be paid, and installments may not commence before the date which is six (6) months after the

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date of Termination of Employment (or, if earlier, the date of death of the Participant). Any such lump sum or installment payments that were scheduled to be paid during the six (6) months after the Termination of Employment but which were delayed pursuant to this subsection (c) shall be paid as soon as administratively practicable following the date which is six (6) months after the date of Termination of Employment. Any lump sum or installment payments that were originally scheduled to be paid following the six (6) months after the Termination of Employment shall continue to be paid according to their pre-determined schedule.

ARTICLE 8

Disability Waiver and Benefit

8.1

Disability Waiver. Existing deferral elections for a Participant who is determined by the Committee to be suffering from a Disability shall be prospectively cancelled for the remainder of the Plan Year, such that the Participant shall be excused from fulfilling that portion of the Base Annual Salary Deferral Amount or Bonus Deferral Amount commitment that would otherwise have been withheld from a Participant’s Base Annual Salary or Bonus for the Plan Year or portion thereof during which the Participant has a Disability, with no make-up for the period of Disability.

8.2

Disability Benefit. A Participant suffering a Disability shall for benefit purposes under this Plan and subject to Section 1.40, continue to be considered an employee and shall be eligible for the benefits provided for in Articles 4, 5, 6 or 7 in accordance with the provisions of those Articles.

ARTICLE 9

Termination. Amendment or Modification

9.1

Termination. The Company reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Company may elect to accelerate distribution of Participant accounts, but only if the accelerated distribution would not result in additional tax to the Participants under Code Section 409A.

9.2

Amendment. The Company may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall deprive a Participant or a Beneficiary of a material right accrued hereunder prior to the date of the amendment or materially and adversely affect the payment of benefits to any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification unless the Participant or Beneficiary so affected consents in writing to the amendment or modification. Notwithstanding the foregoing, the Company may amend the Plan retroactively to the extent the Company is of the opinion that such

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an amendment is required to avoid the imposition of additional tax liabilities on a Participant under Code Section 409A or to conform the Plan to the provisions and requirements of any applicable law, provided that no such amendment may reduce any Participant’s Account Balance. No such amendment shall be considered prejudicial to any interest of a Participant or Beneficiary hereunder. Finally, while the ability to amend the Plan generally rests with the Company, acting through its Board, the provisions set forth in the Administrative Appendix or the Compliance Appendix may be amended either by the Company or the Plan Administrator.

9.3 Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6 or 7 of the Plan shall completely discharge all obligations to a Participant under this Plan.

ARTICLE 10

Administration

10.1	Plan Sponsor and Administrator. The Company is the Plan Sponsor. The Committee is the Plan Administrator.
10.2	Powers and Authority of the Company. The Company, acting through the Committee, has the following absolute powers and authority under the Plan:

(a)	To amend or terminate the Plan, at any time and for any reason (subject to Sections 9.1 and 9.2);
(b)	To determine the amount, timing, vesting, and other conditions applicable to Plan contributions and benefits;
(c)	To set aside funds to assist the Company to meet its obligations under this Plan, provided that the funds are set aside in a manner that does not result in immediate taxation to Participants;
(d)	To establish investment policy guidelines applicable to funds (if any) set aside under (c);
(e)	To establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits under the Plan;
(f)	To take any such other actions as it deems advisable to carry out the purposes of the Plan; and
(g)	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan.

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10.3 Plan Administrator. The Company has appointed the Committee to act as Plan Administrator. All actions taken by the Committee, or by its delegate, as Plan Administrator will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. The Company intends the Plan to meet the requirements of Code Section 409A, the regulations thereunder, and any additional guidance provided by the Treasury Department. The Plan Administrator shall interpret the Plan in such a way as to meet such requirements. The Plan Administrator has the following powers and authority under the Plan:

(a)	In the exercise of its sole, absolute, and exclusive discretion, to construe and interpret the terms and provisions of the Plan, to remedy and resolve ambiguities, to grant or deny any and all non-routine claims for benefits and to determine all issues relating to eligibility for benefits;
(b)	To authorize withdrawals due to Unforeseeable Financial Emergency;
(c)	To carry out day-to-day administration of the Plan, including notifying eligible employees of their eligibility to participate in the Plan and of the provisions of the Plan, processing distributions, establishing enrollment requirements, approving and processing Election Forms, providing Participants with statements of Account and approving and processing changes in the time and/or form of distributions;
(d)	To establish administratively reasonable dates, times, and periods, to the extent that the terms of the Plan provide for the Plan Administrator to do so;
(e)	To prepare forms necessary for the administration of the Plan, including Election Forms, beneficiary designation forms, investment designation forms, and any other form or document deemed necessary to the effective administration of the Plan;
(f)	To approve and adopt communications to be furnished to Participants explaining the material provisions, terms, and conditions of the Plan;
(g)	To negotiate and document agreements with Plan service providers;
(h)	To amend the Plan for legal, technical, administrative, or compliance purposes, as recommended by legal counsel;
(i)	To amend the Administrative Appendix and the Compliance Appendix;
(j)	To work with Plan service providers to ensure the effective administration of the Plan; and
(k)	To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan, any

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such delegation to carry with it the full discretion and authority vested in the Plan Administrator.

10.4	Binding Effect of Decisions. The finding, decision, determination or action of the Committee or its delegate with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon any and all persons having any interest in the Plan unless determined, subject only to the Plan’s claims rules. No findings, decisions or determinations of any kind made by the Plan Administrator or its delegate shall be disturbed unless the Committee or its delegate has acted in an arbitrary and capricious manner.
10.5	Indemnification. The Company shall indemnify and hold harmless the named fiduciaries and any officers or employees of the Company and its Subsidiaries to which fiduciary responsibilities have been delegated from and against any and all liabilities, claims, demands, costs and expenses including attorneys fees, arising out of an alleged breach in the performance of their fiduciary duties under the Plan and ERISA, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company shall have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this paragraph applies.
10.6	Stock Subject to the Plan. Unless otherwise determined by the Board, shares of Common Stock utilized for purposes of distributions of Plan benefits shall consist of shares held in the Company’s treasury.
10.7	Equitable Adjustment. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash or Common Stock or other property), or recapitalization, Common Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary to any or all of the number of Phantom Stock Units credited to Participants’ Phantom Stock Accounts and/or the number and kind of shares of stock to which such Phantom Stock Units relate or that may be thereafter be distributed in respect of amounts credited to a Participant’s Phantom Stock Account.

ARTICLE 11

Miscellaneous

11.1 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company or an Employer. Any and all of the Company’s assets shall be, and

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	remain, its general, unpledged and unrestricted assets. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
11.2	Employer’s Liability. An Employer other than the Company shall have no liability to a Participant or a Participant’s Beneficiary for payment of any benefits under the Plan.
11.3	Company’s Liability. Amounts payable to a Participant or Beneficiary under this Plan shall be paid from the general assets of the Company (including without limitation the assets of any trust established to fund payment of obligations hereunder) exclusively. A Participant’s right to Plan distributions shall be no greater than the rights to payment of general, unsecured creditors of the Company. The Company may establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any circumstances to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray its financial liabilities shall be subject to the claims of its general creditors in the event of the Company’s insolvency. The assets of any such trust shall not, at any time, be located outside of the United States or transferred outside of the United States.
11.4	Nonassignability. Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, not be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. Notwithstanding the preceding provisions of this section, the Committee will recognize the provisions of a qualified domestic relations order as defined in ERISA Section 206(d) that does not change the timing of the Participant’s benefit payments.
11.5	Not a Contract of Employment. The adoption and maintenance of the Plan shall not confer on any Participant any right to continue in the employ of an Employer, and shall not interfere with the right of an Employer to discharge any person without regard to the effect that such discharge might have on the person as a Participant. This Plan shall only create a contractual obligation on the part of the Company, and shall not be construed as creating a trust or any fiduciary relationship.
11.6	Furnishing Information. A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder.

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11.7	Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
11.8	Governing Use. The provisions of this Plan shall be construed and interpreted according to the laws of the State of California, to the extent not preempted by Federal law.
11.9	Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, return receipt requested, to:

Con-way Inc. Compensation Committee
2005 Deferred Compensation Plan for Executives and Key Employees
2855 Campus Drive, Suite 300
San Mateo, California 94403

	Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
	Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.
11.10	Successors. The provisions of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Participant, the Participant’s Beneficiaries, and their permitted successors and assigns.
11.11	Spouse’s Interest. The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner, including but not limited to such Spouse’s will, nor shall such interest pass under the laws of intestate succession.
11.12	Incompetence. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or. to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate and/or such indemnification of the Committee, the Company and the Participant’s Employer and security, as it deems appropriate, in its sole discretion, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

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11.13	Saving Clause. The Company intends the Plan to meet the requirements of Code Section 409A, the regulations thereunder, and any additional guidance provided by the Treasury Department. Any Plan provision that does not meet such requirements shall be reformed so as to satisfy such requirements if such reformation may be accomplished without substantially adversely affecting a Participant’s benefits, and if in the good faith determination of the Committee such result cannot be achieved, shall be treated as void. Moreover, for purposes of applying the provisions of Code Section 409A to this Plan, each separately identified amount to which Participant is entitled under this Plan shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Plan shall be treated as a right to a series of separate payments.
11.14	Legal Fees To Enforce Rights. If the Company has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, the Participant’s Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorizes such Participant to retain counsel chosen by the Participant and agrees to pay the reasonable legal fees and expenses of the Participant incurred in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, or any director, officer, shareholder or other person affiliated with the Company, or any successor thereto in any jurisdiction, provided that such Participant prevails in such action.
11.15	Payment of Withholding. As a condition of receiving benefits under the Plan, the Participant shall pay the Company and/or the applicable Employer not less than the amount of all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any benefits paid and/or from Base Annual Salary, Bonus, or LTIP Award, in its sole determination.
11.16	Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Company and its Subsidiaries. In no event shall distributions under the Plan prior to Retirement have the effect of increasing payments otherwise due under the various retirement plans of the Company arid its Subsidiaries.
11.17	LTIP Deferral Amounts Previously Deferred. Code Section 409A may apply to the 2005 and 2006 portions of the LTIP Deferral Amounts that were subject to deferral elections made in December of 2002 and December of 2003 under the 1993 Deferred Compensation Plan for Executives and Key Employees for cycles that end on December 31, 2005 and December 31, 2006. Such portions shall be governed by this Plan instead of by the 1993 Deferred Compensation Plan for Executives and Key Employees, with payout conditions substantially the same as the payouts elected under such 1993 Deferred Compensation Plan for Executives and Key Employees except to the extent necessary to

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comply with Code Section 409A, in which case the payout conditions of this Plan shall control.

IN WITNESS WHEREOF, the Company has executed this Plan restatement on December 1, 2008.

CON-WAY INC.
By:
	Jennifer W. Pileggi
Its:	Senior Vice President, General Counsel and Secretary

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ADMINISTRATIVE APPENDIX TO

CON-WAY INC.

2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND KEY EMPLOYEES

AMENDED AND RESTATED DECEMBER, 2008

This Administrative Appendix to the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees (the “Plan”) sets forth the rules and procedures governing the administration of the Plan as applied to benefits under such Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Plan.

A. Claims Procedures

A.1

Presentation of Claim. Any Participant or Beneficiary of a deceased Participant may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

A.2

Notification of Decision. The Plan Administrator shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
(b)	that the Plan Administrator has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)	the specific reason(s) for the denial of the claim, or any part of it;
(ii)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
(iii)	a description of any additional material or information necessary for the Claimant to clarify or perfect the claim, and an explanation of why such material or information is necessary; and

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(iv) an explanation of the claim review procedure set forth in Section A.3 below.

A.3 Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Plan Administrator that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Plan Administrator a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a)	may review pertinent documents;
(b)	may submit written comments or other documents; and/or
(c)	may request a hearing, which the Plan Administrator, in its sole discretion, may grant.

A.4 Decision on Review. The Plan Administrator shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Plan Administrator’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant and it must contain:

(a)	specific reasons for the decision;
(b)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
(c)	such other matters as the Committee deems relevant.

A.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article A is a mandatory prerequisite to a Participant’s right to commence any legal action with respect to any claim for benefits under this Plan.

B. Eligibility to Participate; Deferral Elections

B.1	Eligibility. The Committee has delegated to the Company’s Chief Executive Officer the authority to select those employees who shall be eligible to participate pursuant to Section 2.1 of the Plan. The Plan Administrator shall give written notice to each such employee, which notice shall be effective on the date the notice is given.
B.2	Participants with Plan Entry Dates of July 1. A Participant with a Plan Entry Date of July 1 in any Plan Year may elect to defer only Base Annual Salary during that Plan Year, subject to a minimum deferral of $1,000, and may not make Bonus deferral elections for their initial Plan Year of participation. The amount of Base Annual Salary that a

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	Participant elects to defer shall be reduced, without the consent of the affected Participant, to the extent necessary to provide for (i) any taxes that are required to be withheld from amounts subject to Participant’s deferral election, and (ii) any other amounts deducted from Participant’s Base Annual Salary pursuant to applicable law.
B.3	Participants with Plan Entry Dates of January 1.

(a)	Minimum Deferrals. A Participant with a Plan Entry Date of January 1 for any Plan Year may not elect to defer less than $2,000 of Base Annual Salary for that Plan Year, less than $2,000 of Bonus for that Plan Year, or less than $2,000 of any LTIP Award for any award cycle.
(b)	Maximum Deferrals. For each Plan Year, a Participant with a Plan Entry Date of January 1 may defer up to 90% of Base Annual Salary stated as a dollar amount, and up to 90% of his or her Bonus, stated as a dollar or percentage amount, and For each award cycle under the Long Term Incentive Plan (as amended from time to time), a Participant with a Plan Entry Date of January 1 who participates in that plan may defer up to 90% of the Participant’s LTIP Award for that award cycle stated as a dollar or percentage amount.
(c)	Reductions of Deferrals. The amount of Base Annual Salary, Bonus, and/or LTIP Award that a Participant elects to defer shall be reduced, without the consent of the affected Participant, to the extent necessary to provide for (i) any taxes that are required to be withheld from amounts subject to Participant’s deferral election, and (ii) any other amounts deducted from Participant’s Base Annual Salary, Bonus and/or LTIP Award pursuant to applicable law.

B.4 Election to Defer.

(a)

Generally. Upon becoming eligible to be a Participant under Section 2.1, and for any Plan Year thereafter (subject to cancellations under Sections 4.2 and 8.1), a Participant who wishes to defer compensation under this Plan must properly execute an Election Form on or before the last day of the applicable Election Period. A Participant may complete and return the Election Form electronically and such electronic transmission shall be treated as a valid signature.

(b)

Election Form. As used in this Plan, the term “Election Form” means the form prescribed by the Plan Administrator, by which the Participant:

(i)	indicates and agrees to defer a portion of the Participant’s Base Annual Salary and Bonus for the Plan Year and/or LTIP Award; and
(ii)	specifies whether amounts deferred under such Election Form are subject to a Pre-Retirement Distribution election under the Plan and whether such amounts are payable in installments or as a lump sum.

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(c)

LTIP Award Deferrals. Notwithstanding the foregoing to the contrary, a Participant may make an LTIP Award deferral election with respect to an award cycle by delivering to the Plan Administrator a completed and signed Election Form prior to the end of the calendar year prior the calendar year in which the first year of such award cycle begins.

(d)

Other Requirements. A new Election Form must be delivered to the Plan Administrator for each Plan Year. If an Election Form is not delivered prior to the dates indicated above, no Base Annual Salary Deferral Amount, Bonus Deferral Amount, or LTIP Deferral Amount, as the case may be, shall be deferred for that Plan Year or award cycle. The Plan Administrator may establish such other rules and procedures as it deems appropriate relating to the making of deferral elections under the Plan.

B.5

Annual Election of Phantom Stock Units. During January of each Plan Year prior to the commencement of installment payments, each Participant who is currently eligible to make deferrals shall have the opportunity to elect (an “Investment Change”) to transfer all or a portion of such Participant’s Dollar-Denominated Account to such Participant’s Phantom Stock Account; provided, however, that an Investment Change may not be elected with respect to any portion of a Participant’s Dollar-Denominated Account that has been designated for a Pre-Retirement Distribution, as defined in Plan Section 4.1 (the “Excluded Portion”). The amount to be subject to an Investment Change may be determined as a dollar amount or a percentage of the Participant’s Dollar-Denominated Account (excluding the Excluded Portion); provided, however, that no less than five thousand dollars ($5,000) may be made subject to an Investment Change. The amount subject to an Investment Change shall be transferred, first, from such Participant’s earliest deferral under the Plan, and thereafter from subsequent deferrals under the Plan in the order in which they were elected until the entire amount subject to the Investment Change shall have been transferred; provided that, effective January 1, 2007, the Participant may elect to convert amounts credited to one or more Plan Year Account Balances, in any order selected by the Participant. Each Investment Change election made by a Participant pursuant to this Section B.5 shall be irrevocable when made and shall be effective as of the February 1 following the date that the election is made; provided, however, if the Company’s General Counsel shall have determined that the blackout period for trading in Company securities shall be in effect as to that Participant on February 1, then the Investment Change election shall be null and void. The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined in accordance with Section C.1(d).

B.6

Withholding of Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount generally shall be withheld in equal amounts from each of the Participant’s paychecks in the normal course through the Company’s regularly scheduled payroll cycles, beginning on the January 1 or July 1 which such Participant’s Deferral Election first takes effect. For January 1 entrants, withholding is taken from Base Annual Salary over the first fifty (50) pay periods beginning with the first full week earned and paid during the Plan Year. For July 1 entrants, withholding is made over the

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full weekly pay periods that are both earned and paid during the period July 1 through December 31. The Bonus portion of the Annual Deferral Amount shall be withheld at the time or times the Bonus is or otherwise would be paid to the Participant The deferred portion of an LTIP Award shall be withheld at the time the LTIP Award otherwise would be paid to the Participant.

B.7

FICA Tax. Any applicable FICA and other payroll taxes on amounts deferred under this Article, including Base Annual Salary, Bonus and LTIP Award, may be withheld from that portion of the Participant’s Base Annual Salary, Bonus and/or LTIP Award that is not being deferred. If necessary, the Committee shall reduce the amount of Base Annual Salary, Bonus and/or LTIP Award deferred, in order to enable the Company to withhold all applicable FICA and other payroll taxes on amounts deferred under this Article.

C. Returns Credited to Account Balances

C.1 Prior to any distribution of benefits under the Plan, returns in respect of a Participant’s Dollar-Denominated Account and Phantom Stock Units in respect of a Participant’s Phantom Stock Account shall be credited as follows.

(a) Dollar-Denominated Account for Plan Year Account Balances for 2005 and 2006.

(i)	This subsection C.1(a) shall apply to Plan Year Account Balances for 2005 and 2006, except as otherwise provided in subsection C.1(c).
(ii)	With respect to a Base Annual Salary Deferral Amount returns shall be credited to such Participant’s Dollar-Denominated Account as though the portion of such Base Annual Salary Deferral Amount withheld during any calendar quarter was withheld on the first day of such calendar quarter.
(iii)	With respect to a Bonus Deferral Amount, returns shall be credited to such Participant’s Dollar-Denominated Account as though the deferral amount was withheld on the day immediately following the last day of the applicable award cycle.
(iv)	With respect to a deferred LTIP Award, returns shall be credited to such Participant’s Dollar-Denominated Account as though the deferral amount was withheld on the day immediately following the last day of the applicable award cycle.
(v)	The balance in each Participant’s Dollar-Denominated Account shall be compounded quarterly, using the Prime Rate, or such other rate as the Committee may determine in its sole discretion prior to the beginning of a Plan Year. In connection with any amounts that are transferred to a Participant’s Phantom Stock Account in the first calendar quarter pursuant to an Investment Change, a Participant’s Dollar Denominated Account

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shall be credited with a return in respect of such amounts for such quarter equal to one-third (1/3) of the return for such quarter.

(b) Dollar-Denominated Account for Plan Year Account Balances for Plan Years after 2006.

(i)	This subsection C.1(b) shall apply to Plan Year Account Balances for Plan Years after 2006.
(ii)	With respect to a Base Annual Salary Deferral Amount, returns shall be credited to such Participant’s Dollar-Denominated Account as of the Friday following the week in which the Base Annual Salary is earned or such other administratively reasonable date as shall be determined by the Plan Administrator.
(iii)	With respect to a Bonus Deferral Amount, returns shall be credited to such Participant’s Dollar-Denominated Account as of the Friday following the date that the Bonus Deferral Amount is processed in the payroll system or such other administratively reasonable date as shall be determined by the Plan Administrator.
(iv)	With respect to a deferred LTIP Award, returns shall be credited to such Participant’s Dollar-Denominated Account as of the Friday following the date that the deferral amount is processed in the payroll system or such other administratively reasonable date as shall be determined by the Plan Administrator.
(v)	The Con-way Administrative Committee shall designate a group of investments (and may make changes to the designated group of investments from time to time as it deems appropriate) from which Participants may select. Company stock shall not be designated as an available investment. The performance of the investments selected by the Participant will determine the gains or losses that will be attributed to the portion of the Plan Year Account Balance in such Participant’s Dollar-Denominated Account. The Con-way Administrative Committee shall report to the Committee from time to time with respect to the designated investments (and changes in designated investments), including an explanation of the reasons for the designation (or change in designation).

(c) Election with respect to Dollar-Denominated Account for Plan Year Account Balances for 2005 and 2006. Notwithstanding subsections C.1(a) and (b) and subsections C.3(a) and (b), a Participant may elect to have any portion of the Participant’s Dollar-Denominated Account for Plan Year Account Balances for 2005 and 2006 treated for purposes of Section C.1(b)(v) and Section C.3 as a Dollar-Denominated Account for Plan Year Account Balances for Plan Years after 2006. After any such election becomes effective, the performance of the

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investments selected by the Participant from the designated group of investments will determine the gains or losses that will be attributed to that portion of such Participant’s Dollar-Denominated Account. Effective January 1, 2007, any such election shall take effect within an administratively reasonable period after the election is made and shall be irrevocable.

(d)

Phantom Stock Account. A Participant’s Phantom Stock Account shall consist of that number of Phantom Stock Units credited with respect to (1) amounts transferred pursuant to an Investment Change in accordance with the terms and conditions of the Administrative Appendix and (2) Dividend Equivalents credited in respect of Phantom Stock Units previously credited to the Participant’s Phantom Stock Account, in each case as set forth below:

(i)

The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account pursuant to an Investment Change shall be determined by dividing (1) the dollar amount subject to the Investment Change by (2) the Fair Market Value per share of Common Stock as of February 1 of the Plan Year to which the Investment Change relates; and

(ii)

The number of Phantom Stock Units to be credited to a Participant’s Phantom Stock Account in respect of Dividend Equivalents shall be equal to (1) the per share dividend paid on a share of Common Stock, multiplied by (2) the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account as of the record date for such dividend, divided by (C) the Fair Market Value per share of Common Stock as of the payment date for such dividend, such crediting to be made as of such payment date.

C.2 Date Through Which Crediting under Section C.1 Occurs.

(a)

Crediting Up to a Distribution Event. A Participant’s Dollar-Denominated Account and Phantom Stock Account will be credited with returns in accordance with Section C.1 up to the date of a Distribution Event; provided, however, that in the case of a Pre-Retirement Distribution, any portion of a Participant’s Dollar-Denominated Account treated as a Dollar-Denominated Account for Plan Year Account Balances for Plan Years after 2006 pursuant to Section C.1(b) will be credited with returns in accordance with Section C.1(b) up to that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the Distribution Event or other such administratively reasonable date prior to the date of the Distribution Event as may be determined by the Plan Administrator.

(b)

Crediting Subsequent Returns. For purposes of crediting subsequent returns in the event that installment payments are made pursuant to Section C.3(a), a Participant’s Dollar-Denominated Account shall be reduced as of the day on which each installment payment is made. For purposes of crediting subsequent

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returns in the event that installment payments are made pursuant to Section C.3(b) or Section C.4(b), a Participant’s Dollar-Denominated Account or Phantom Stock Account, as the case may be, shall be reduced as of that date which is the fifteenth (15^th) day of the last month of the calendar quarter immediately preceding the calendar quarter in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator.

C.3 Dollar-Denominated Account Returns and Installment Distributions. In the event a benefit is paid in installments, a Participant’s unpaid Dollar-Denominated Account shall be credited as follows:

(a) For Plan Year Account Balances for 2005 and 2006.

(i)	Application. This subsection C.3(a) shall apply to Plan Year Account Balances for Plan Years 2005 and 2006, except as otherwise provided in subsection C.1(c).
(ii)	Crediting. For each Plan Year, the undistributed Dollar-Denominated Account shall be credited with a return equal to the Prime Rate or such other rate as the Plan Administrator may determine in its sole discretion prior to the beginning of a Plan Year. Returns shall start to accrue under this Section C.3 as of the date that returns cease to accrue under Section C.1 above.
(iii)	Installments. The installment payments shall be determined by dividing the Participant’s Dollar-Denominated Account at the time of the commencement of the installment payments by the number of payments over the installment period. Each payment determined above will be considered the principal portion of the installment payment. In addition, each installment payment after the first installment payment will include a return calculated for the preceding calendar quarter using the rate determined in Section C.3(a)(ii) above. Installment payments shall commence on the first day of the calendar quarter coincident with or next following that date which is thirty (30) days of the Participant’s Distribution Event or within an administratively reasonable period of time thereafter, but not before the time permitted by Section 5.2(b) or 7.2(c). All additional installment payments shall be paid on the first day of the remaining calendar quarters of the payment period or within an administratively reasonable period of time thereafter. Payments made pursuant to this Section C.3(a) within an “administratively reasonable period” shall be made no later than thirty (30) days following the first day of the quarter.

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(b) For Plan Year Account Balances for Plan Years after 2006.

(i)	Application. This subsection C.3(b) shall apply to Plan Year Account Balances for Plan Years after 2006, except as otherwise provided in subsection C.1(c).
(ii)	Crediting. Returns shall continue to be credited as provided in Section C.1(b)(v).
(iii)	Installments. Installment payments shall be determined based on the value of the Plan Year Account Balance as of that date which is the fifteenth (15th) day of the last month of the calendar quarter immediately preceding the calendar quarter in which the installment payment is to be made or such other administratively reasonable date prior to such date as may be determined by the Plan Administrator. The amount of each installment payment made with respect to each Plan Year Account Balance shall be determined by dividing the Participant’s Plan Year Account Balance by the number of the remaining installment payments (including the installment payment being made at that time).

C.4 Phantom Stock Account Distributions. Unless the Committee, in its sole discretion, elects to make all or part of a distribution in cash, distributions from a Participant’s Phantom Stock Account shall be made in the form of (i) one share of Common Stock for each whole Phantom Stock Unit, plus (ii) cash in lieu of any fractional Phantom Stock Unit.

(a)	If a Participant’s Phantom Stock Account balance is to be distributed in a lump sum and all or part of the balance is to be distributed in cash, including cash in lieu of a fractional Phantom Share Unit, the amount of cash will be determined based on the Fair Market Value of a share of Common Stock as of the dates referenced in Section 1.18.
(b)	If a Participant’s Phantom Stock Account balance is to be distributed in installments,

(i)	Dividend Equivalents shall continue to accrue and be credited to such Participant’s Phantom Stock Account in accordance with Section C.1(d)
(ii)	during the installment period with respect to Phantom Stock Units that remain credited to such Phantom Stock Account,
(iii)	the number of shares of Common Stock to be delivered in a particular installment shall be determined by dividing the number of Phantom Stock Units credited to the Participant’s Phantom Stock Account immediately prior to such installment by the remaining number of installments, with any fractional Phantom Stock Units paid in cash, and

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(iv) if all or part of the balance is to be distributed in cash, including cash in lieu of a fractional Phantom Share Unit, the amount of cash will be determined based on the Fair Market Value of a share of Common Stock as of that date which is the fifteenth (15^th) day of the last month of the immediately preceding calendar quarter or an administratively reasonable date specified by the Plan Administrator.

C.5	Statement of Accounts. The Plan Administrator shall send to each Participant, within 120 days after the close of each Plan Year, a statement in such form as the Committee deems desirable setting forth the amount of the Participant’s Account Balance.
C.6	Fair Market Value. Notwithstanding Section 1.24 to the contrary, with respect to calculations made pursuant to this subsection, the Fair Market Value of a share of Common Stock shall mean the closing price per share of Common Stock on the New York Stock Exchange on February 1 of the relevant year (or, if February 1 falls on a non-trading day, the immediately preceding trading day).

C. Beneficiary Designation

D.1	Beneficiary. Each Participant shall designate a Beneficiary to receive any benefits payable under the Plan upon the Participant’s death.
D.2	Beneficiary Designation. A Participant shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and submitting it to the Plan Administrator or its delegate. Except as provided under Section D.3, a Participant shall have the right to change a Beneficiary at any time without the consent of the Beneficiary, by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the receipt by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant with the Plan Administrator prior to death. Any beneficiary designations made by Participant shall thereafter be automatically cancelled in the event Participant subsequently divorces or remarries.
D.3	Spousal Consent. A married Participant’s designation of someone other than the Participant’s Spouse as primary beneficiary shall not be effective unless the Spouse executes a consent in writing that acknowledges the effect of the designation and is witnessed by a notary public. No consent is required if it is established to the satisfaction of the Plan Administrator that consent cannot be obtained because the Spouse cannot be located.
D.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided above, the Participant’s designated Beneficiary shall be deemed to be the surviving

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	Spouse. If the Participant has no surviving Spouse, the benefits otherwise payable to a Beneficiary shall be paid to the Participant’s estate.
D.5	Doubt as to Beneficiaries. If the Plan Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Plan Administrator shall pay such amounts to the Participant’s estate.
D.6	Discharge of Obligations. The payment of benefits under the Plan to a Participant or Participant’s Beneficiary shall fully and completely discharge the Company and the Participant’s Employer from all obligations under this Plan with respect to the deceased Participant, Beneficiaries, and any others that may be entitled to such benefits.
D.7	Beneficiary Designation Form. “Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries. A Participant may complete and return the Beneficiary Designation Form electronically and such electronic transmission shall be treated as a valid signature.

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COMPLIANCE APPENDIX TO

CON-WAY INC.

2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND KEY EMPLOYEES

AMENDED AND RESTATED DECEMBER 2008

This Compliance Appendix to the Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees (the “Plan”) documents the transition rules used for administration of the Plan implemented as a good faith effort to comply with Section 409A of the Internal Revenue Code, as added by the American Jobs Creation Act of 2004, prior to the final effective date of the final 409A regulations.

Generally, these transition rules were applicable to deferrals posted on or after January 1, 2005 and earnings attributable to those deferrals.

In 2008, the Plan was twice restated to comply with the final 409A regulations, the first restatement was effective January 1, 2008 and the second was effective January 1, 2009. The restated Plan documents the final rules applicable to deferrals posted on or after January 1, 2005 and earnings attributable to those earnings, except as modified by the transition rules described in this Compliance Appendix.

Transition Rules used in 2005:

     Notice 2005-1, Q&A 22: Participants were permitted to elect in June 2005 to defer annual bonus payments earned during the 2005 calendar year. Also, one participant was permitted to elect in June 2005 to defer long-term incentive plan payments earned the Value Management Plan. In each case, the bonus or long-term incentive payment was calculated based on a performance period of at least 12 months, and the election was made when more than 6 months remained in the performance period. The annual bonus and the long-term incentive payment met the criteria for “bonus compensation” under A-22 of Notice 2005-1.

     Notice 2005-1, Q&A 19: A small number of participants were permitted in 2005 to change the time and/or form of payment of amounts previously deferred under the DCP. The deferral elections were made in accordance with the deferral timing rules under Notice 2005-1. However, due to an administrative error, some participants did not make payment elections at the same time that they made deferral elections. These participants were allowed to make payment elections prior to December 31, 2005 with regard to these deferral elections. The elections were made in accordance with A-19(c) of Notice 2005-1.

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Transition Rule used in 2006:

     Notice 2005-1, Q&A 22: A participant was permitted to elect in June 2006 to defer annual bonus payments earned during the 2006 calendar year. The bonus was calculated based on a 12-month performance period, and the election was made when more than 6 months remained in the performance period. The annual bonus met the criteria for “bonus compensation” under A-22 of Notice 2005-1.

Transition Rule used in 2007:

     Notice 2007-86: Initial deferral elections for newly eligible participants in 2007 were received on time, but the third party administrator’s web site gave incorrect distribution options. By plan design, participants were supposed to elect the same time and form of payment for both salary deferrals and bonus deferrals, but the web site allowed these participants to make different elections depending on the type of compensation.

During a special election period in 2007, participants were told that they had to modify their elections so that they had a single time and form of payment for all 2007 deferrals (regardless of the source of the compensation). These new payment elections did not allow amounts deferred to a later year to be paid in 2007, nor did they allow amounts payable in 2007 to be deferred to a later year. Accordingly, the payment elections complied with Section 3.01(B)(1)(.02) of Notice 2007-86.

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EX-10.55

Exhibit 10.55

Con-way Inc.
Executive Incentive Compensation Plan

Amended and Restated December 2008

Con-way Inc.

Executive Incentive Compensation Plan

Amended and Restated December 2008

Table of Contents

		Page
1.	Purpose; EIP; Administration; Claims		1
2.	Definitions		1
3.	Eligibility		4
4.	Establishment of Awards		4
5.	Vesting		7
6.	Amount of Award Payout		7
7.	Payment of Award		8
8.	Amendment; Termination		9

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1. Purpose; EIP; Administration; Claims.

(a)	Purpose. This Con-way Inc. Executive Incentive Compensation Plan (the “EICP”) is established and maintained to motivate Executives effectively and efficiently. For each calendar year through 2006, Con-way Inc. (f/k/a CNF Inc.) (the “Company”) and its Affiliates adopted several incentive compensation plans applicable to Executives for different Business Units. For 2007 and future calendar years, the Company and its Affiliates have instead adopted this EICP which applies to and covers all Executives of the Company and its Business Units. The EICP was originally effective January 1, 2007. The Plan was subsequently amended in 2007 to make certain administrative changes, and the Plan is hereby amended and restated in 2008 to specifically incorporate the previous amendment and to make other clarifying changes.
(b)	The EIP. Section 12 of the EIP (defined below) authorizes the Committee to grant Awards pursuant to the Annual Incentive Compensation Program in the form of Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the EIP. The EICP applies to Executives and, for Executives, the EICP implements Section 12 of the EIP. The EICP is subject to the applicable terms and provisions of the EIP, as amended from time to time, including without limitation (i) Section 3 (Administration), (ii) Section 4 (Eligibility), (iii) Section 12 (Annual Incentive Compensation Program), (iv) Section 13 (Other Stock-Based or Cash-Based Awards), (v) Section 15 (Claims Procedures), and (vi) Section 16 (General Provisions), but excluding Section 14 (Change in Control Provisions).
(c)	Administration. The EICP is administered by the Committee, pursuant to authority specified in Section 3 of the EIP.
(d)	Claims. In the event that any person believes that she or he is not receiving the full benefits to which she or he is entitled under the EICP, such person may make a claim to the Plan Administrator, and the claims procedures set forth in Section 15 of the EIP shall apply, with the Plan Administrator treated as the Committee for purposes of applying such Section 15.

2. Definitions.

For Purposes of the EICP, the following terms shall be defined as set forth below:

“Affiliate” is defined in Section 2 of the EIP and includes a Subsidiary as defined in Section 2 of the EIP.

“Annual Compensation” means a Participant’s annual base salary. Annual Compensation does not include any other form of compensation, including, for example, special bonus payments or any other special compensation, payments

1

under short and long term disability plans, in-service withdrawals of deferred compensation, or any other compensation. To the extent that a Participant elects to defer any portion of annual base salary, Annual Compensation is computed without regard to such deferral. For Participants who are designated as eligible to participate as of January 1 of a calendar year, Annual Compensation is deemed to be their annual base salary as of the first pay period following February 1 of that year, unless a different date is selected by the Committee. For Participants who first become eligible to commence participation after the first pay period following February 1 of a calendar year, Annual Compensation is deemed to be their annual base salary as of the first pay period following the date the Participant becomes eligible to participate in the EICP. For Participants who receive promotional pay increases after the first pay period following February 1 of a calendar year, Annual Compensation is adjusted as of the first pay period following the date the Participant receives a promotional pay increase, and the Participant’s Award Payout shall be prorated to reflect her or his Annual Compensation for the period prior to and subsequent to such promotional pay increase.

“Award” is defined in Section 2 of the EIP.

“Award Payout” means the amount, if any, that is paid to a Participant as determined pursuant to Section 6 of this EICP.

“Board” is defined in Section 2 of the EIP.

“Business Unit” is defined in Section 4(d) of the EICP for purposes of the EICP. “Business Unit” is also defined in Section 2 of the EIP, but that definition does not apply to the EICP.

“Committee” is defined in Section 2 of the EIP.

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

“EICP” means this Con-way Inc. Executive Incentive Compensation Plan, as amended and restated December 2008.

“EIP” means the Con-way Inc. 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employer” means the Company or any Affiliate of the Company that adopts the EICP, whichever is the employer of the Participant.

“Executive” means an employee who occupies a position that has been classified within the Company’s executive-level salary grade structure.

“ICP Pool” means, for each Business Unit, the maximum amount of Incentive Profit that can be paid out for attainment of the Target Payment Goal.

2

“Incentive Performance Goal” means a goal set by the Committee pursuant to Section 4.

“Incentive Profit” means operating income computed on the basis of generally accepted accounting principles (GAAP) in the United States, but without adjustment for (i) loss or loss recovery, (ii) damage or damage recovery, (iii) workers compensation, (iv) payouts under the EICP, the EIP, or any other employee incentive plan (on a Business Unit by Business Unit basis), (v) income tax, or (vi) except as otherwise specified by the Committee with respect to a Business Unit, interest income or expense. For clarity, Incentive Profit for Business Units other than the Company and Con-way Enterprise Services, Inc. is based on operating income prior to adjusting for any Award Payouts to be paid pursuant to Section 6, and Incentive Profit for the Company and for Con-way Enterprise Services, Inc. is based on consolidated pre-tax income of the Company, after adjusting for any Award Payouts to be paid pursuant to Section 6 to Participants employed by any other Business Units, but prior to adjusting for any amounts to be paid pursuant to Section 6 to Participants who are employed by the Company or by Con-way Enterprise Services, Inc., and prior to adjusting for income tax. The Committee reserves the right to determine what items are to be included in Incentive Profit, including but not limited to whether significant unusual items are to be taken into account in determining Incentive Profit.

“Incentive Profit Goal” means the level of Incentive Profit that must be achieved for funding the ICP Pool, as determined each year by the Plan Administrator.

“Maximum Payment Goal” means the amount or percentage of an Incentive Performance Goal that must be achieved to produce an Award Payout equal to 200% of the Target Payment Goal.

“Participant” means an Executive designated by the Committee or its delegate pursuant to Section 3 of the EICP. Participants are also Grantees, as that term is defined in Section 2 of the EIP.

“Participation Factor” means the percentage of Annual Compensation assigned to a Participant for purposes of this EICP, pursuant to Section 4.

“Plan Administrator” means the Committee or any person or persons to whom the Committee delegates its authority or any portion thereof.

“Section 16 Officer” means an officer who is required to comply with Section 16 of the Securities Exchange Act of 1934, as of the relevant date specified in this EICP.

“Target Payment Goal” means the amount or percentage of an Incentive Performance Goal that must be achieved to have an Award Payout equal to a Participant’s Annual Compensation times the Participant’s Participation Factor.

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“Threshold Payment Goal” means the amount or percentage of an Incentive Performance Goal that must be achieved in order to have the first dollar of an Award Payout become payable.

3. Eligibility.

(a)

Designation. The Committee shall designate the Executives eligible to participate for a calendar year with respect to the Company and each Business Unit or Affiliate, pursuant to Section 4 of the EIP, and may designate all Executives who are otherwise eligible as of the beginning of the calendar year. The Committee may delegate to the Company’s Chief Executive Officer (the “CEO”) the authority to designate as Participants Executive-level employees who first become Executives, through hire or promotion, during a calendar year, as provided herein. The Company shall maintain in its records a list of Participants designated by the Committee, or by the CEO, for each Business Unit for each calendar year.

(b)

Other Eligibility Requirements. Unless otherwise determined by the Plan Administrator, Participants must be active full-time Executive-level employees. Such Executives who are not designated as eligible as of the beginning of the calendar year shall become eligible to commence participation at the beginning of the first full calendar quarter following the date on which they become Executives. Calendar quarters begin January 1, April 1, July 1, and October 1. An Executive who commences participation during a calendar year, who participates less than four full quarters, and who is otherwise eligible to receive a payment pursuant to Section 5 of this Plan, will receive a pro-rata payment based on the number of full calendar quarters of participation.

4. Establishment of Awards.

(a) Incentive Performance Goals. For each calendar year, not later than ninety (90) days following the commencement of that year, the Plan Administrator shall determine which Incentive Performance Goals shall be used to fund the ICP Pool for Award Payouts to all Participants, pursuant to Section 7, and shall establish one or more Incentive Performance Goals for the Company’s CEO and each of the CEO’s direct reports, and a percentage goal weight for each assigned Incentive Performance Goal. The Company’s CEO shall establish such goals and goal weights for all other Participants, whose Award Payouts, if any, will also be subject to the Incentive Performance Goals determined by the Plan Administrator as applicable for funding the ICP Pool, pursuant to Section 7. Possible Incentive Performance Goals may include:

• Incentive Profit

• other profit measures

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• sales or revenues

• return on equity, assets, capital or investment

• earnings or book value per share

• operating or administrative expense in the absolute or as a percent of revenue

• working capital

• accounts receivable goal

• days sales outstanding

• (gross) contribution margin

• safety (accidents)

• operational efficiency factors (e.g., shipments per paid claim, dollars per paid claim, reship percentage, trailer efficiency, fuel efficiency, etc.)

Each Incentive Performance Goal assigned to an Executive must be a Performance Goal as defined in Section 2 of the EIP. In each case, the Incentive Performance Goal may be determined with respect to the Company or a Business Unit on a consolidated or unconsolidated basis. The percentage goal weights for the Incentive Performance Goals assigned to a Participant shall add to 100%.

(b)

Participation Factor. Unless otherwise determined by the Plan Administrator, each Participant’s Participation Factor for each calendar year shall be the Participation Factor applicable to Executives in the executive level salary grade to which the Participant is assigned at the time the Plan Administrator establishes Incentive Performance Goals for the calendar year. For Participants who are promoted during a calendar year to a salary grade which has been assigned a higher Participation Factor, such Participant’s Award Payout shall be prorated based on the number of weeks the relevant Participation Factor was applicable to such Participant.

(c)

Percentage Achievement. For each calendar year, for each Business Unit, for each Incentive Performance Goal, the Plan Administrator shall set a Threshold Payment Goal, a Target Payment Goal, and a Maximum Payment Goal and may set intermediate levels and assign intermediate percentage factors to such levels, with the Plan Administrator setting the levels for the Incentive Profit Goal for all Participants. If the achievement is at or below the Threshold Payment Goal, the percentage achievement

5

	shall be zero. If the achievement is between levels, the percentage achievement shall be earned ratably, determined by straight line interpolation, for accomplishment between the next lower level and the next higher level. If the achievement is above the Maximum Payment Goal, the percentage achievement shall equal 200%. In no event shall any Participant’s Award Payout exceed an amount equal to 200% of the product of the Participant’s Annual Compensation times the Participant’s Participation Factor. No Participant shall earn or be entitled to any portion of her or his Individual Performance Portion unless the Business Unit(s) on which her or his Award Payout is based first exceed the Threshold Payment Goal.
(d)	Business Unit. The Plan Administrator shall designate the Business Units that will participate in the EICP for each calendar year. Business Units may include (i) the Company, (ii) an Affiliate, and (iii) a division of the Company or an Affiliate. The Plan Administrator shall also designate, for the Company’s CEO and each of the CEO’s direct reports, and for each calendar year, whether such Participant’s Award Payout is to be based in whole or in part upon the performance of the Business Unit in which the Participant is employed or another Business Unit, and the Company’s CEO shall make such designations for all other Participants; provided, however, that unless otherwise determined by the Committee at or prior to the time the Award Payout would be made, no Award Payout in excess of the amount that would comply with Section 162(m) of the Internal Revenue Code shall be made to any Participant, but may be delayed as provided in Section 7(f). The terms and conditions applicable to Participants for a calendar year need not be identical, even within Business Units.
(e)	Transfers. If a Participant transfers from one Business Unit to another during a calendar year, the Participant’s Award Payout shall be based on the pro-rated performance of the relevant Business Units, based on the amount of time the Participant was working for each Business Unit during the calendar year; provided, however, that unless otherwise determined by the Committee at or prior to the time the Award Payout would be made, no Award Payout in excess of the amount that would comply with Section 162(m) of the Internal Revenue Code shall be made to any Participant, but may be delayed as provided in Section 7(f). A transfer shall be considered to occur in the week the transfer is effective in the relevant payroll records.
(f)	Personal Data Sheets. As soon as practicable after the beginning of each year, a personal data sheet will be prepared and delivered to each Participant, providing the Participant relevant information concerning the Participant’s opportunity to earn an Award Payout under the EICP for such calendar year. Following the conclusion of the calendar year, but no later than the time the Award Payment is made, a supplemental Personal Data

6

Sheet will be provided to each Participant, showing the Award Payout, if any, for the applicable calendar year.

5. Vesting.

Subject to the following exceptions, no Participant shall receive any payment under the EICP unless on the date that the payment is actually made the Participant is then currently (i) employed by the Company or an Affiliate and (ii) a Participant.

(a)

Exception 1. A Participant who is employed by the Company or an Affiliate through December 31 of a calendar year but leaves that employment or otherwise becomes ineligible after December 31 but before the sole or final payment is made relating to that calendar year, as provided in Section 7, shall be entitled to receive an Award Payout with respect to such calendar year, unless the Participant is terminated for cause or cause is found to exist before payment is made; provided, however, that the acts or omissions that formed the basis for such cause occurred prior to December 31 of the calendar year in which the Award Payout otherwise became vested.

(b)

Exception 2. A pro rata payment based on the number of weeks a Participant was eligible to participate in the calendar year will be made, as provided in Section 7, to (i) a Participant who retires during the calendar year pursuant to the Con-way Pension Plan or the provisions of the Social Security Act and who, at the time of retirement, was a Participant, (ii) the heirs, legatees, administrators or executors of a Participant who dies during the calendar year and who, at the time of death, was a Participant, (iii) a Participant who is placed on an approved leave during the calendar year, in each case unless the Participant is terminated for cause or cause is found to exist before payment; provided, however, that the acts or omissions that formed the basis for such cause occurred prior to December 31 of the calendar year in which the Award Payout otherwise became vested.

In case of doubt, the Plan Administrator shall determine whether or not cause exists, in its sole discretion, using whatever standard it deems appropriate.

6. Amount of Award Payout.

(a) Award Payouts. Subject to the annual ICP Pool, as provided in sub-section (b) below, a Participant’s Award Payout for a calendar year shall be equal to the product of, for each assigned Incentive Performance Goal:

(i) the Participant’s Annual Compensation, times

(ii) the Participant’s Participation Factor, times

7

(iii)	the percentage achievement of the Incentive Performance Goals, times
(iv)	the percentage goal weight for each Incentive Performance Goal.

(b) ICP Pool. For each calendar year, the Plan Administrator will establish an Incentive Profit Goal (and any other Incentive Performance Goals that may be used) to fund an ICP Pool for each Business Unit, the purpose of which shall be to establish the maximum dollars that will be available for Award Payouts for all Participants subject to each applicable ICP Pool, regardless of any increase in the number of Participants during the calendar year, including for purposes of this Section all employees eligible to participate in any other annual incentive compensation plan(s) adopted by such Business Unit, but excluding sales commission plans. For purposes of establishing ICP Pools under this Section, Business Unit shall not include the Company or Con-way Enterprise Services, Inc. Unless otherwise determined by the Plan Administrator, if the total Award Payouts for all Participants in a Business Unit, including award payouts for all participants in any other annual incentive compensation plans established for the calendar year by the Business Unit, would otherwise exceed the ICP Pool for that Business Unit, the Award Payouts for Participants shall be reduced pro rata so that such Award Payouts will not exceed the ICP Pool for that Business Unit. No Award Payouts shall be earned or paid to a Participant until the Business Unit that employs the Participant (or another Business Unit, if the Participant’s Award Payout is based on more than one Business Unit pursuant to Section 4(d)) has achieved its aggregate Threshold Payment Goal.

7. Payment of Award.

(a)	No Partial Payment. No payment of an Award Payout or any portion thereof shall be made to any Participant prior to completion of the annual audit of the Company’s financial statements for that calendar year by the Company’s outside auditors.
(b)	Final Payment. The final payment of the Award Payout with respect to a calendar year, less any partial payment, if any, will be made as soon as practicable following completion of the annual audit of the Company’s financial statements for that calendar year by the Company’s outside auditors, but in no event later than March 15 of the following calendar year.
(c)	Death. In the event of a Participant’s death, the Award Payout payable to the Participant for a calendar year shall be paid to the Participant’s Beneficiary. “Beneficiary” means the person or persons designated by the Participant pursuant to a beneficiary designation form properly completed and delivered to the Vice President of Human Resources of the Company.

8

	If no such beneficiary designation form is in effect, then the Beneficiary shall be the Participant’s estate.
(d)	Adjustments. In the event that the Committee determines that (i) the Award Payout payable to one or more Participants for a calendar year has been or is likely to be materially affected as a result of events or circumstances that were unanticipated at the beginning of the calendar year and/or extraordinary in nature and (ii) the goals of the EICP would be frustrated if adjustments were not made to such Award Payouts, then the Committee, in its sole discretion, may make such adjustments applicable to the Performance Goals or to such Award Payouts as it deems appropriate, which adjustments may have the effect of increasing or decreasing the amount of the Award Payouts otherwise payable pursuant to the EICP (subject to the prohibition of increases with respect to Covered Employees imposed by Section 12 of the EIP).
(e)	Clawback Provision. In the event that the financial statements of the Company or a Business Unit are restated following the payment of an Award and that restatement would have changed the Award Payout, the following repayment terms apply to those officers who were Section 16 Officers at the time the payment was made:

(i)	In the event a financial statement restatement is required within one year following a payment as a result of errors or omissions, executives will be required to repay any amounts that are deemed to have been overpaid based on that restatement.
(ii)	In the event a financial statement restatement is required at any time as a result of fraudulent activities, executives will be required to repay any amounts that are deemed to have been overpaid based on that restatement for an unlimited period of time.

(f) Section 162(m). If the Company anticipates that the deduction of a payment made under the EICP would be limited or eliminated by application of Section 162(m) of the Code, payment will be delayed under the Company’s 2005 Deferred Compensation Plan for Executives, or any successor plan, until the earliest date at which the Company reasonably anticipates that the deduction will not be so limited or eliminated, or, if later, the date otherwise elected by the Participant pursuant to the terms of such Deferred Compensation Plan. It is the Company’s intent that this subsection will defer only the minimum amount required to avoid any limitation on the deduction.

8. Amendment; Termination.

(a) Amendment. The Committee may amend the EICP at any time by notice to the Participants, except that no amendment shall reduce the award

9

determined for a calendar year or portion thereof that has ended before the date of the amendment.

(b) Termination. The EICP will automatically terminate when the EIP expires or is terminated, and the Committee may terminate the EICP at any earlier time. Notwithstanding the termination of the EICP, the Award Payouts for each calendar year then in progress shall be calculated, and be payable, following the completion of each such calendar year, in accordance with the provisions of Sections 5 and 6.

Con-way Inc.
By:
	Jennifer W. Pileggi
Senior Vice President, General Counsel and Secretary Con-way Inc. Executive Incentive Compensation Plan Executed: December 1, 2008

10

EX-10.56

Exhibit 10.56

CON-WAY INC.
VALUE MANAGEMENT PLAN
(2008 Amendment and Restatement)

TABLE OF CONTENTS

1.	Purpose; Effective Date; Administration	1
2.	Definitions	3
3.	Eligibility	5
4.	Vesting	6
5.	Amount of Award Payout	7
6.	Payment of Award	7
7.	Special Award Cycles	8
8.	Amendment; Termination	9
	Appendix A – Illustrative Examples	10

1. Purpose; Effective Date; Administration.

The Board of Directors of Con-way Inc. (the “Company”) adopted the Con-way Inc. 1997 Equity and Incentive Plan (the “EIP”) on January 27, 1997 and has amended the EIP from time to time. Section 6(b)(vi) of the EIP authorizes the Committee to grant Awards to Grantees in the form of Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the EIP. The Committee has adopted this Con-way Inc. Value Management Plan (the “VMP”) pursuant to the EIP to implement the grant of such Other Cash-Based Awards. The VMP is subject to all of the applicable terms and provisions of the EIP, as amended from time to time, including without limitation (i) Section 3 (Administration), (ii) Section 4 (Eligibility), (iii) Section 6(b)(vi) (Other Cash-Based Awards), (iv) Section 7 (Change in Control Provisions), (v) Section 8 (Claims Procedures), and (vi) Section 9 (General Provisions). Capitalized terms used in the VMP that are not defined in the VMP are defined in the EIP.

The VMP was originally effective December 1, 1999. This 2008 Amendment and Restatement of the VMP amends the VMP for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and to make other clarifying administrative changes and is effective with respect to Award Cycles ending after December 1, 2005 except that:

(a)	the third paragraph of Section 3 and changes made to the definition of Beginning Base Salary shall instead apply to Award Cycles beginning on or after January 1, 2005;
(b)	changes made by this 2008 Amendment and Restatement shall not serve to increase an Award Payout to any “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code with respect to any Award Cycle beginning before January 1, 2006; and

1

(c) Awards that vested prior to December 1, 2005 shall be subject to the terms of the VMP as in effect immediately prior to the 2006 Amendment and Restatement.

2

2. Definitions.

For purposes of the VMP, the following terms shall be defined as set forth below:

“Absolute Performance Matrix” means a table consisting of two axes, one axis showing Cumulative EBITDA for the applicable Business Unit for an Award Cycle, and the second axis showing Average ROCE for the applicable Business Unit. No Absolute Performance Payout will be made for performance below the minimum Cumulative EDITDA or the minimum Average ROCE shown on the Absolute Performance Matrix. Each Absolute Performance Matrix shall have a point beyond which no additional Absolute Performance Payout will be made (with the maximum payout pursuant to each Absolute Performance Matrix being 200% of a Participant’s Absolute Performance Target Award). The intersection points on the Absolute Performance Matrix shall be expressed as percentages. An illustrative example of an Absolute Performance Matrix is shown in Appendix A annexed hereto.

“Absolute Performance Payout” means the product of (i) a Participant’s Absolute Performance Target Award and (ii) the Absolute Performance Payout Percentage.

“Absolute Performance Payout Percentage” means a percentage indicated on the Absolute Performance Matrix for an Award Cycle which reflects the actual Cumulative EBITDA and Average ROCE of the applicable Business Unit for such Award Cycle. For purposes of determining a Participant’s Absolute Performance Payout Percentage, straight-line interpolation shall be utilized to the extent necessary to reflect results that fall between the percentages indicated on the Absolute Performance Matrix.

“Absolute Performance Target Award” means the product, rounded to the nearest whole Dollar, of (i) a Participant’s Total Target Award and (ii) the fraction 2/3.

“Affiliate” is defined in Section 2 of the EIP.

“Average ROCE” means, with respect to a Business Unit for an Award Cycle, the arithmetic average of Return on Capital Employed of such Business Unit as determined for each year of the Award Cycle.

“Award Cycle” means a period of three consecutive calendar years except in the case of a special Award Cycle provided in Section 7. Each Award Cycle shall be identified by its first calendar year. For example, the 2006 Award Cycle runs from January 1, 2006 to December 31, 2008.

“Award Opportunity” means a percentage of a Participant’s Beginning Base Salary, which percentage shall be established by the Committee in its discretion, subject to adjustment by reason of any promotion occurring during the first ninety (90) days of an Award Cycle.

“Award Payout” means, for any Award Cycle, the cash award that a Participant is eligible to receive under the VMP for that Award Cycle.

“Beginning Base Salary” means a Participant’s annual base salary as in effect at the beginning of an Award Cycle, subject to any adjustment made to such Participant’s annual base salary in connection with the annual review and adjustment of executive

3

salaries generally and in connection with any promotion, provided in each case that such adjustment occurs during the first ninety (90) days of the Award Cycle.

“Business Unit” is defined in Section 3 of the VMP for purposes of the VMP. “Business Unit” Is also defined in Section 2 of the EIP, but that definition does not apply to the VMP (except indirectly for purposes of the definition of Change in Control).

“Capital Employed” means, with respect to a Business Unit for each year during an Award Cycle, a twelve-month average, determined as of the end of such year, of total assets minus current liabilities, plus short-term debt and current maturities of long-term debt.

“Change in Control” is defined in Section 2 of the EIP.

“Cumulative EBITDA” means the sum of the EBITDA of the applicable Business Unit for each year in the Award Cycle.

“DJTA Companies” means, for any Award Cycle, companies (other than the Company) that were included in the Dow Jones Transportation Average for the entirety of such Award Cycle.

“EBITDA” means, with respect to any year in an Award Cycle, the applicable Business Unit’s earnings before interest, taxes, depreciation and amortization, calculated in accordance with GAAP.

“EIP” means the Con-way Inc. 2006 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“GAAP” means United States generally accepted accounting principles.

“Participant” means an employee designated by the Committee pursuant to Section 3 of the VMP. The Participants are also Grantees, as that term is defined in Section 2 of the EIP.

“Relative Performance Target Award” means the product, rounded to the nearest whole Dollar, of (i) a Participant’s Total Target Award and (ii) the fraction 1/3.

“Relative Performance Payout” means the product of (i) a Participant’s Relative Performance Target Award and (ii) the Relative Performance Payout Percentage.

“Relative Performance Payout Percentage” means a percentage indicated on the Relative Performance Table for an Award Cycle, which reflects the Company’s percentile ranking in TSR for such Award Cycle against the DJTA Companies. For purposes of determining a Participant’s Relative Performance Payout Percentage, straight-line interpolation shall be utilized to the extent necessary to reflect results that fall between the percentile rankings indicated on the Relative Performance Table.

“Relative Performance Table” means a table determined by the Committee for an Award Cycle, pursuant to which the TSR of the Company for such Award Cycle shall be percentile ranked against the TSR of the DJTA Companies for such Award Cycle. Each Relative Performance Table shall have a point at and below which no Relative

4

Performance Payout shall be made and a point beyond which no additional Relative Performance Payout shall be made (the maximum payout pursuant to each Relative Performance Table shall be 200% of a Participant’s Relative Performance Target Award). An illustrative example of a Relative Performance Table is shown in Appendix A attached hereto.

“Return on Capital Employed” means, with respect to a Business Unit for each year of an Award Cycle, income before income taxes and interest expense of such Business Unit for such year, divided by Capital Employed of such Business Unit for such year.

“Subsidiary” is defined in Section 2 of the EIP.

“Total Shareholder Return” or “TSR” for any company means the percentage (expressed as a decimal) obtained by dividing (i) the sum of (A) the appreciation in the value of a share of common stock of such company during an Award Cycle, as measured by the difference between the market price of such share of stock at the beginning and end dates of such Award Cycle, plus (B) the dividends payable on such share of common stock during such Award Cycle, divided by (ii) the market price of such share of stock at the beginning date of such Award Cycle. For purposes of determining “Total Shareholder Return,” (iii) the term “market price” shall mean the average closing price of such share of stock for the 60 trading days immediately preceding the applicable date, and (iv) appropriate adjustments shall be made to reflect stock splits, reverse stock splits, spinoffs, recapitalizations and other similar transactions to the extent that they materially alter the equity value of a share of common stock.

“Total Target Award” means, with respect to a Participant for an Award Cycle, such Participant’s Beginning Base Salary multiplied by such Participant’s Award Opportunity.

3. Eligibility.

The Committee shall designate the employees eligible to participate in an Award Cycle (“Participants”), pursuant to Section 4 of the EIP. A Participant must be an employee of the Company or one of its Subsidiaries or Affiliates as designated by the Committee, and must be designated as eligible as of the beginning of each Award Cycle, except as otherwise provided in the last paragraph of this Section 3. The Company shall maintain in its records a list of Participants for each Award Cycle.

The Committee shall also designate, for each Participant during each Award Cycle, whether such Participant’s Absolute Performance Payout is to be based upon the performance of (i) the Company, (ii) a Subsidiary, (iii) a business unit or division of the Company or a Subsidiary, or (iv) a combination of the foregoing. Any entity upon whose performance an Absolute Performance Payout is based, in whole or in part, whether such entity is the Company, a Subsidiary, or a business unit or division of the Company or a Subsidiary, is referred to herein as a “Business Unit.” The terms and conditions applicable to awards made to Participants for an Award Cycle need not be identical.

Unless the Committee otherwise determines, if a Participant transfers from one Business Unit to another during an Award Cycle, the Participant’s Absolute Performance Payout shall be prorated based on the performance of each Business Unit, based on the amount of time the Participant was working for each Business Unit. A transfer shall be considered to occur on the first day of the month following the month in which the

5

transfer is effective in the Company’s payroll records. For example, assume a Participant starts out in Business Unit A, and the Committee provides that the Participant’s Absolute Performance Payout shall be determined 60% on the performance of Business Unit A and 40% on the performance of the Company. At the end of the first year of the Award Cycle, the Participant transfers from the payroll of Business Unit A to the payroll of Business Unit B and remains on the payroll of Business Unit B until the end of the Award Cycle. The Participant’s Absolute Performance Payout for the entire Award Cycle, based 60% on the performance of Business Unit A and 40% on the performance of the Company, would be $3,000. The Participant’s Absolute Performance Payout for the entire Award Cycle, based 60% on the performance of Business Unit B and 40% on the performance of the Company, would be $6,000. The Participant’s Absolute Performance Payout for the entire Award Cycle is $5,000 (one third of $3,000 plus two thirds of $6,000).

If an employee first becomes eligible within the first ninety (90) days of an Award Cycle (because hired or promoted), the employee may be designated as eligible to participate in that Award Cycle as of the first day of the month following the month in which the employee is hired or promoted (determined in accordance with payroll records). The Participant’s Absolute Performance Payout and Relative Performance Payout shall be based on the prorated performance of the Business Unit to which the Participant is assigned (in the case of the Absolute Performance Payout) and of the Company (in the case of the Relative Performance Payout). For example, an employee hired on the first March 15 of an Award Cycle may participate as of April 1. If the Participant is still employed at the end of the Award Cycle, the Participant’s Absolute Performance Payout and Relative Performance Payout will be what it would have been if the Participant had participated for the full Award Cycle times 33/36.

4. Vesting.

A Participant shall become vested in his or her right to receive an Award Payout if the Participant is continuously employed by the Company or one of its Business Units until the end of the applicable Award Cycle or until the occurrence of one of the events described below. A Participant who ceases to be so continuously employed before the last day of an Award Cycle shall forfeit his or her right to receive an Award Payout unless the departure coincides with one of the following (in which case the Participant’s right to receive an Award Payout shall vest):

(a)	The Participant’s death.
(b)	The Participant’s total disability as defined in the Company’s Long Term Disability Plan or a successor to that plan.

In addition, a Participant’s right to receive an Award Payout shall vest upon the occurrence of a Change in Control.

Award Payouts that vest pursuant to this Section 4 shall be payable as provided in Section 6; provided, however, that, if a Participant’s employment is terminated for cause, or cause is found to exist after termination of employment, no further vesting shall take place, any unpaid Award Payments shall be forfeited, whether or not previously vested, and no payment shall be made. In case of doubt, the Committee shall determine

6

whether or not cause exists, in its sole discretion, using whatever standard it deems appropriate.

5. Amount of Award Payout.

Subject to Section 6(c) and the other terms and provisions of the VMP, a Participant shall be eligible to receive an Award Payout, payable as provided in Section 6, in an amount equal to the sum of such Participant’s (i) Absolute Performance Payout and (ii) Relative Performance Payout.

(a)	Establishment of Total Target Award. Not later than ninety (90) days following the commencement of an Award Cycle, the Committee shall establish an Award Opportunity with respect to each Participant who is participating in such Award Cycle.
(b)	Absolute Performance Component. Not later than ninety (90) days following the commencement of an Award Cycle, the Committee shall establish the Absolute Performance Matrix for each Business Unit for that Award Cycle. The Committee may assign to a Business Unit the Absolute Performance Matrix of another Business Unit or a blend of the Absolute Performance Matrices of two or more Business Units. As soon as practicable following the end of an Award Cycle, the Committee shall certify the Absolute Performance Payout Percentage for each Business Unit for such Award Cycle.
(c)	Relative Performance Component. Not later than ninety (90) days following the commencement of an Award Cycle, the Committee shall establish the Relative Performance Table. As soon as practicable following the end of an Award Cycle, the Committee shall certify the Relative Performance Payout Percentage for such Award Cycle.

6. Payment of Award.

(a)

Normal Payment. Except as otherwise provided in Section 6(b), the Company shall pay a Participant’s award for an Award Cycle to the Participant in a lump sum of cash within sixty (60) days after the end of such Award Cycle, unless the Participant has made a valid election to defer payment under the Con-way Inc. Deferred Compensation Plan for Executives and Key Employees or the 2005 Con-way Inc. Deferred Compensation Plan for Executives and Key Employees.

(b)

Payments Upon Early Vesting. In the event that, pursuant to Section 4, a Participant shall become vested in his or her right to receive an Award Payout prior to the end of an Award Cycle, then (i) the Award Cycle applicable to such Participant shall be deemed to have ended (A) in the case of a Change in Control, as of the end of the month immediately preceding such Change in Control and (B) in all other cases, as of the end of the calendar year in which such vesting occurs, (ii) the Award Payout shall be determined pursuant to Section 5 based upon the actual performance of the applicable Business Unit(s) and the Company for such Award Cycle, and (iii) such Award Payout shall be paid to such Participant within sixty (60) days after the end (or deemed end) of such Award Cycle or, in the event of a Participant’s death, as provided in the next paragraph.

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In the event of a Participant’s death, the Award Payout payable to the Participant for an Award Cycle shall be paid to the Participant’s Beneficiary. “Beneficiary” means the person or persons designated by the Participant pursuant to a beneficiary designation form properly completed and delivered to the Corporate Secretary. If no such beneficiary designation form is in effect, then the Beneficiary shall be the Participant’s estate. Payment to the Beneficiary shall be made within sixty (60) days after the end (or deemed end) of the applicable Award Cycle.

(c)

Adjustments. In the event that the Committee determines (i) that the Award Payout payable to one or more Participants for an Award Cycle has been materially affected as a result of events or circumstances that were unanticipated at the beginning of the Award Cycle and/or extraordinary in nature and (ii) that the goals of the VMP would be frustrated if adjustments were not made to such Award Payouts, then the Committee, in its sole discretion, may make such adjustments to such Award Payouts as it deems appropriate, which adjustments may have the effect of increasing or decreasing the amount of the Award Payouts otherwise payable pursuant to the VMP (subject to the prohibition of increases with respect to Covered Employees imposed by Section 13 of the EIP).

(d)

Clawback Provision. In the event that the financial statements of the Company or a Business Unit are restated following the payment of an Award and that restatement would have changed the Award payment amount, the following repayment terms apply to those officers who were required to comply with Section 16 of the Securities Exchange Act of 1934 at the time the payment was made:

(i)	In the event a financial statement restatement is required within one year following a payment as a result of errors or omissions, executives will be required to repay any amounts that are deemed to have been overpaid based on that restatement.
(ii)	In the event a financial statement restatement is required at any time as a result of fraudulent activities, executives will be required to repay any amounts that are deemed to have been overpaid based on that restatement for an unlimited period of time.

7. Special Award Cycles.

Notwithstanding any provision thereof to the contrary, the Committee may elect at any time and from time to time to designate employees to participate in special Award Cycles, which may be periods of one, two or three years. All designations and determinations required under the VMP with respect to such special Award Cycles (including, without limitation, those under Sections 3 and 5) shall be made prior to or within ninety (90) days after the commencement of the special Award Cycle.

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8. Amendment; Termination.

(a)	Amendment. The Committee may amend the VMP at any time by notice to the Participants, except that no amendment shall reduce the Award determined for an Award Cycle that has ended before the date of the amendment.
(b)	Termination. The VMP will automatically terminate when the EIP terminates, and the Committee may terminate the VMP at any earlier time. Notwithstanding the termination of the VMP, the Award Payouts for each Award Cycle then in progress shall be calculated, and be payable, following the completion of each such Award Cycle, in accordance with the provisions of Sections 5 and 6.

Con-way Inc.
By:
	Jennifer W. Pileggi
	Senior Vice President, General Counsel and Secretary 2008 Amended and Restated Value Management Plan Executed: December 1, 2008

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APPENDIX A

Illustrative example of Absolute Performance Matrix. In this example, the vertical axis represents Cumulative EBITDA targets ($millions), and the horizontal axis represents Average ROCE targets. Performance ranges, axis values and the award percentages may vary from this example.

$1,750	100	%	125	%	135	%	140	%	145	%	150	%	155	%	160	%	165	%	175	%	185	%	200	%
$1,700	85	%	110	%	120	%	125	%	130	%	135	%	140	%	145	%	150	%	160	%	170	%	185	%
$1,650	75	%	100	%	110	%	115	%	120	%	125	%	130	%	140	%	145	%	150	%	160	%	175	%
$1,600	65	%	90	%	100	%	105	%	110	%	115	%	120	%	130	%	135	%	145	%	150	%	165	%
$1,550	60	%	85	%	95	%	100	%	105	%	110	%	115	%	120	%	130	%	140	%	145	%	160	%
$1,500	55	%	80	%	90	%	95	%	100	%	105	%	110	%	115	%	120	%	130	%	140	%	155	%
$1,450	50	%	75	%	85	%	90	%	95	%	100	%	105	%	110	%	115	%	125	%	135	%	150	%
$1,400	45	%	70	%	80	%	85	%	90	%	95	%	100	%	105	%	110	%	120	%	130	%	145	%
$1,350	40	%	65	%	75	%	80	%	85	%	90	%	95	%	100	%	105	%	115	%	125	%	140	%
$1,300	35	%	60	%	70	%	75	%	80	%	85	%	90	%	95	%	100	%	110	%	120	%	135	%
$1,250	25	%	50	%	60	%	65	%	70	%	75	%	80	%	85	%	90	%	100	%	110	%	125	%
$1,200	0	%	25	%	35	%	40	%	45	%	50	%	55	%	60	%	65	%	75	%	85	%	100	%
—	8	%	9	%	10	%	11	%	12	%	13	%	14	%	15	%	16	%	17	%	18	%	19	%

Illustrative example of Relative Performance Table. Performance levels and the award percentages may vary from this example.

Company TSR Rank	Relative Performance
Against DJTA Companies	Payout Percentage
85th + Percentile		200	%
75th Percentile		150	%
50th Percentile		100	%
40th Percentile		50	%
< 30th Percentile		0	%

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EX-10.57

Exhibit 10.57

CON-WAY INC.

2005 SUPPLEMENTAL EXCESS RETIREMENT PLAN

AMENDED AND RESTATED DECEMBER 2008

CON-WAY INC.

2005 SUPPLEMENTAL EXCESS RETIREMENT PLAN
AMENDED AND RESTATED DECEMBER 2008

TABLE OF CONTENTS

	Page
ARTICLE 1 Effective Date; Tax and ERISA Status		1
1.01 Effective Date; Plan Year		1
1.02 Tax and ERISA Status		2
ARTICLE 2 Application to the Company and Affiliates		2
2.01 Affiliates		2
ARTICLE 3 Participation and Benefits		3
3.01 Participation		3
3.02 Amount of Benefit		3
3.03 Vesting		4
3.04 Time and Form of Benefits		4
ARTICLE 4 Administration		6
4.01 Administrative Committee		6
4.02 Plan Administrator; Plan Administrator Powers and Duties		6
4.03 Claims Procedure		6
4.04 Authority to Act for the Company or Employer		6
4.05 Expenses; Indemnification		7
4.06 Trust		7
ARTICLE 5 Amendment and Termination		8
5.01 Amendment		8
5.02 Termination		8
ARTICLE 6 General Provisions		9
6.01 Information for Plan Administrator		9
6.02 Applicable Law; Captions; Capitalized Terms		9
6.03 Plan Binding on All Parties; Liability for Benefits		9
6.04 Not Contract of Employment		9

i

	Page
6.05 Notices		10
6.06 Benefits Not Assignable		10
6.07 Actuarial Equivalency		10
6.08 Savings Clause		10
6.09 Payment of Withholding		11
Administrative Appendix		12
Compliance Appendix		14

ii

INDEX OF TERMS

Term	Section			Page
Actuarial Equivalent		6.07			10
Administration Appendix	Preamble				1
Affiliate		2.01-2			2
Basic Benefit		3.02-1	(a)		3
Basic Compensation		3.02-1	(a)		3
Board		4.04-2			7
Break in Service Years		3.03			4
Code	Preamble				1
Committee		4.01-1			6
Company	Preamble				1
Compliance Appendix	Preamble				1
Deferred Compensation Plan		6.02			9
Employer		2.01-3			2
ERISA		1.02-2			2
Participant		3.01-2			3
Plan	Preamble				1
Plan Administrator		4.02			6
Plan Sponsor		2.01-1			2
Plan Year		1.01-2			1
Prior Plan	Preamble				1
Retirement Plan	Preamble				1
Section 409A	Preamble				1
Specified Employee		3.04-4			5
Spouse		3.02-3			4
Supplemental Basic Compensation		3.02-2			3
Termination Date		5.02-1			8

iii

CON-WAY INC.

2005 SUPPLEMENTAL EXCESS RETIREMENT PLAN
AMENDED AND RESTATED DECEMBER 2008

Preamble

     Con-way Inc. (the “Company”) maintains a Supplemental Excess Retirement Plan (the “Prior Plan”) for the purpose of providing key executives of the Company with retirement benefits in excess of those benefits provided under the Con-way Pension Plan, formerly named the CNF Inc. Retirement Plan (the “Retirement Plan”) and the EWA Pilots’ Retirement Plan. The Company has amended the Prior Plan to limit it to pre-2005 accruals. As a consequence, the Prior Plan need not meet the requirements of Section 409A of the Internal Revenue Code (the “Code”). The Company initially adopted this 2005 Supplemental Excess Retirement Plan (the “Plan”) under its former name, the CNF Inc. 2005 Supplemental Excess Retirement Plan, to provide for post-2004 accruals in such a way as to meet the requirements of Code Section 409A, the regulations thereunder and any additional guidance (including Notice 2005-1) provided by the Treasury Department thereunder (collectively, “Section 409A”), and has maintained and operated the Plan in good faith compliance with the requirements of Section 409A since its adoption. The Company previously amended and restated the Plan effective January 1, 2008, to comply with the provisions of Section 409A. The Company hereby further amends and restates the Plan in its entirety effective January 1, 2009. For the period from January 1, 2005 through December 31, 2008, the Plan observed good faith operational compliance with Section 409A in accordance with transitional guidance issued thereunder. A separate appendix (the “Compliance Appendix”) sets forth the transition rules used for administration of the Plan implemented as a good faith effort to comply with Section 409A prior to the effective date of the final Treasury regulations thereunder; by this reference, the Compliance Appendix is specifically incorporated into this Plan.

     A separate appendix (the “Administrative Appendix”) sets forth additional rules and procedures governing the administration of this Plan; by this reference, the Administrative Appendix is specifically incorporated into this Plan.

ARTICLE 1
Effective Date; Tax and ERISA Status

     1.01 Effective Date; Plan Year

          1.01-1 The Plan shall be effective January 1, 2005. The effective date of this restated Plan document shall be January 1, 2009.

          1.01-2 The “Plan Year” of the Plan shall be the calendar year, the same as for the Retirement Plan.

1

     1.02 Tax and ERISA Status

          1.02-1 The Plan is not intended to qualify under Code Section 401(a).

          1.02-2 The Plan is intended to constitute a plan of deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(4) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

ARTICLE 2
Application to the Company and Affiliates

     2.01 Affiliates

          2.01-1 The Company is the “Plan Sponsor;” it sponsors the Plan for its employees and for the employees of any Affiliate that is an Employer under the Plan.

          2.01-2 “Affiliate” means a corporation, person or other entity that is one of the following:

          (a) A member, with an Employer, of a controlled group under Code Section 414(b).

          (b) A member, with an Employer, of a group of trades or businesses under common control under Code Section 414(c).

          (c) A member, with an Employer, of an affiliated service group under Code Section 414(m).

          (d) A member, with an Employer, of a group of employers required to be aggregated under Code Section 414(o).

          2.01-3 Employer

     “Employer” means the Company or any Affiliate that is an Employer under the Retirement Plan. Except as otherwise provided, references in the Plan to “Employers” shall mean all of the Company and each Affiliate that is an Employer under the Retirement Plan.

2

ARTICLE 3
Participation and Benefits

     3.01 Participation

          3.01-1 Any employee of Employer who participates in the Retirement Plan shall be eligible for this Plan if the employee has either of the following:

          (a) Compensation deferred under an elective nonqualified deferred compensation plan of Employer.

          (b) Compensation, as defined in a Retirement Plan, in excess of the limit imposed by Code Section 401(a)(17).

          3.01-2 “Participant” means any employee of Employer who satisfies the conditions of 3.01-1.

          3.01-3 In the event a Participant Separates from Service and subsequently resumes providing services to the Company or any of the Employers (whether or not such an “Employer” under the Retirement Plan) such return to service shall have no effect on the time or form of any Plan payments being made to the Participant as of the date Participant’s services resume. Where following such return to service the Participant accrues additional benefits under this Plan, any additional accrual shall be payable under the terms of this Plan when the Participant again Separates from Service.

          3.01-4 At the time of benefit commencement, each Participant shall, if applicable, file a beneficiary designation form with the Plan Administrator, in such form as the Plan Administrator may approve, naming a specific beneficiary or beneficiaries, subject to the rules that apply to designations of beneficiaries under the Retirement Plan, including consent requirements, rules for determining beneficiaries in the absence of a valid designation, and disclaimers, with such changes as may be made by the Plan Administrator.

     3.02 Amount of Benefit

          3.02-1 A Participant shall have a retirement benefit under the Plan equal to the excess of (a) over (b) based on the Retirement Plan covering the Participant:

     (a) The “Basic Benefit,” as defined in the Retirement Plan, the Participant would have had if Supplemental Basic Compensation were used in place of “Basic Compensation” as defined in the Retirement Plan.

     (b) The sum of (i) the Participant’s actual Basic Benefit under the Retirement Plan and (ii) the Participant’s retirement benefit provided by the Prior Plan.

          3.02-2 “Supplemental Basic Compensation” means a Participant’s Basic Compensation increased to include:

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     (a) Any compensation deferred by the Participant pursuant to a nonqualified deferral arrangement that, but for such arrangement, would have been included in Basic Compensation; and

     (b) Any compensation that would have been included in Basic Compensation but for the limitations imposed by Code Section 401(a)(17).

An amount described in (a) shall be counted as Supplemental Basic Compensation in the year in which it would have been paid but for such deferral. An amount described in (b) shall be counted as Supplemental Basic Compensation in the year paid.

          3.02-3 If the surviving Spouse of a Participant is entitled to a pre-retirement survivor annuity under a Retirement Plan, the Spouse shall have a benefit under this Plan calculated by applying the provisions of the Retirement Plan for the amount of pre-retirement survivor annuity to an accrued benefit of the Participant on the date of death equal to the excess benefit described in 3.02-1. For purposes of the Plan, the term “Spouse” has the meaning set forth in the Defense of Marriage Act of 1996 (P.L. 104-199), as amended. (As of January 1, 2005, this definition is a legal union between one man and one woman as husband and wife.)

     3.03 Vesting

     A Participant’s retirement benefit under this Plan shall become vested at the same time as the Participant’s retirement benefit under the Retirement Plan becomes vested. If the Participant forfeits retirement benefits due to having five consecutive “Break in Service Years” as defined in the Retirement Plan, the Participant’s benefits under this Plan also shall be forfeited.

     3.04 Time and Form of Benefits

          3.04-1 A retirement benefit or preretirement survivor annuity under this Plan shall be paid at the same time and in the same form as the corresponding benefit is paid under the Retirement Plan; provided, however that, if such payment would cause the Plan to fail to meet the requirements of Section 409A, the retirement benefit or preretirement survivor annuity under this Plan shall be paid at the time and in the form the corresponding benefit would have been paid under the Retirement Plan if:

     (a) The Participant had elected to commence benefits under the Retirement Plan at the earliest time permitted but not before the time the Participant had incurred a Separation from Service (as that term is defined in the Deferred Compensation Plan).

     (b) If the Participant has no Spouse when benefits would have commenced, benefits were paid in the form of the “Basic Benefit” as defined in the Retirement Plan.

4

     (c) If the Participant has a Spouse when benefits would have commenced, benefits were paid in the form of a life annuity with fifty percent (50%) payments continued to the Spouse, an Actuarially Equivalent annuity with seventy-five percent (75%) payments continued to the Spouse or an Actuarially Equivalent annuity with full, unreduced payments continued to the Spouse. The Participant may elect any of these joint and survivor annuity options at the time of benefit commencement.

          3.04-2 If a Participant dies after benefits under this Plan commence, survivor benefits, if any, shall be paid in accordance with the form of benefit being paid to the Participant under this Plan.

          3.04-3 Effective as of January 1, 2009, if the Actuarial Equivalent lump sum value of a benefit payable to a Participant or surviving Spouse is less than the applicable dollar amount under Code Section 402(g)(1)(B) in effect in the calendar year of the Participant’s Separation from Service, payment shall be made at that time in a lump sum and not in the form provided in 3.04-1 or 3.04-2. Such lump sum payment shall be paid as soon as administratively practicable following the Participant’s Separation from Service, but not later than two and one-half (2 ¹/2) months following such Separation from Service. Where a Participant Separates from Service, begins receiving Plan benefit payments (either as a lump sum or in the form provided in 3.04-1 or 3.04-2), returns to service with the Company or any of the Employers and accrues additional benefits under this Plan, the entire benefit to the Participant, both paid and payable, must be taken into consideration when determining whether it qualifies for lump sum payment under this subsection 3.04-3, including any amounts already paid to Participant as a lump sum. Prior to January 1, 2009, the lump sum payment threshold was $10,000.

          3.04-4 Notwithstanding the foregoing provisions of this Section 3.04, if the Participant is a “Specified Employee” (as that term is defined in the Deferred Compensation Plan) and the payment of benefits is on account of a Participant’s Separation from Service, benefits may not be paid or commence before the earlier of (a) the date that is six (6) months after the Participant’s Separation from Service or (b) the Participant’s death. Benefits that were scheduled to be paid during the six (6) month period following the Participant’s Separation from Service, but which were delayed pursuant to this Section 3.04-4, shall be paid on or as soon as administratively practicable after the first day of the seventh month after the Participant’s Separation from Service (or if earlier, the date of the Participant’s death). Benefits that were originally scheduled to be paid following the six (6) months after the date of the Participant’s Separation from Service shall continue to be paid according to their pre-determined schedule.

5

ARTICLE 4
Administration

     4.01 Administrative Committee

          4.01-1 “Committee” means the Administrative Committee or any other committee with responsibility for administering the Retirement Plan.

          4.01-2 Documents may be signed for the Committee by the chair, the secretary or other persons designated by the Committee.

     4.02 Plan Administrator; Plan Administrator Powers and Duties

          4.02-1 The Plan Administrator shall interpret the Plan, shall decide any questions about the rights of Participants, surviving Spouses and Beneficiaries and in general shall administer the Plan. All actions taken by the Plan Administrator (or its delegate) will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. All findings, decisions and determinations of any kind made by the Plan Administrator or its delegate shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. The Company intends the Plan to meet the requirements of Section 409A. The Plan Administrator shall interpret the Plan in such a way as to meet such requirements.

          4.02-2 The Committee shall be the “Plan Administrator” under federal laws and regulations applicable to plan administration and shall comply with such laws and regulations. The general counsel for the Company shall be the agent for service of process on the Plan at the Company’s address.

          4.02-3 The Plan Administrator may delegate all or part of its administrative duties to one or more agents and may retain advisors to assist it. The Plan Administrator may consult with and rely upon the advice of counsel who may be counsel for the Company. The Plan Administrator shall retain an enrolled actuary, who shall be the same as the enrolled actuary for the Retirement Plan.

          4.02-4 The Plan Administrator shall keep records of all relevant data about the rights of all persons under the Plan, may adjust any retirement benefit payable under the Plan and may recoup overpayments if an error in relevant data or calculation is discovered. The Plan Administrator shall determine eligibility to participate, the proper recipient of benefits, the service of any employee, and (subject to the limitations imposed by Section 409A), instruct the Trustee (if any there be) on distributions.

     4.03 Claims Procedure

          4.03-1 The Plan’s claims procedure shall be as set forth in the Plan’s Administrative Appendix.

     4.04 Authority to Act for the Company or Employer

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          4.04-1 Except as provided in 4.04 2, all authority of the Company or any Employer under this Plan shall be exercised by the chief executive officer of the Company, who may delegate all or any part of such authority.

          4.04-2 The power to amend or terminate the Plan may be exercised only by the Board of Directors of the Company (the “Board”), except as provided in 4.04 3. Notwithstanding the foregoing to the contrary, the provisions set forth in the Administrative Appendix may be amended by either the Board or the Plan Administrator.

          4.04-3 Any officer of the Company may amend the Plan to make technical, administrative or editorial changes on advice of counsel to comply with applicable law or to simplify or clarify the Plan.

          4.04-4 The Board of Directors of the Company or of an Employer shall have no administrative or investment authority or function. Membership on the Board shall not make a person a plan fiduciary.

     4.05 Expenses; Indemnification

          4.05-1 The Plan Administrator shall not be compensated for services. The Plan Administrator shall be reimbursed for all expenses.

          4.05-2 The Company shall indemnify and defend any Plan fiduciary who is an officer, director or employee of an Employer from any claim, loss, liability, or expense, including attorneys’ fees, arising from any action or inaction in connection with the Plan, subject to the following:

          (a) Coverage shall be limited to actions taken in good faith that the fiduciary reasonably believed were not contrary to the terms of the Plan.

          (b) Coverage shall be reduced to the extent of any insurance proceeds.

     4.06 Trust

     Amounts payable to a Participant, surviving Spouse or beneficiary under this Plan shall be paid from the general assets of the Company (including without limitation the assets of any trust established to fund payment of obligations hereunder) exclusively. A Participant’s right to Plan distributions shall be no greater than the rights to payment of general, unsecured creditors of the Company. The Company may, in its discretion, establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any circumstances to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray its financial liabilities shall be subject to the claims of its general creditors in the event of the Company’s

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insolvency. The assets of any such trust shall not, at any time, be located outside of the United States or transferred outside of the United States. References herein to a “Trustee” shall be to that person who is responsible for administration and management of such a trust in accordance with its terms.

ARTICLE 5
Amendment and Termination

     5.01 Amendment

     The Company, acting through its Board, may amend this Plan at any time, except that no amendment shall reduce or otherwise materially and adversely affect the benefits under this Plan of a Participant accrued on the basis of service and compensation up to the date on which the amendment has been adopted and communicated to affected Participants. Notwithstanding the foregoing, the Board may amend the Plan retroactively to the extent required to qualify the Plan under Section 409A, to the extent the Board is of the opinion that such an amendment is required to avoid the imposition of additional tax liabilities on a Participant under Section 409A or to conform the Plan to the provisions and requirements of any applicable law, provided that no such amendment may reduce any Participant’s accrued benefits hereunder. . No such amendment shall be considered economically prejudicial to any interest of a Participant, surviving Spouse or beneficiary hereunder.

     5.02 Termination

          5.02-1 The Company reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Company may elect to accelerate distribution of Participant accrued benefits hereunder, but only if the accelerated distribution would not result in additional tax to the Participants under Section 409A. As of the date that the Company takes all necessary action to irrevocably terminate and liquidate the Plan (the “Termination Date”), the benefit rights of each Participant shall be limited to those accrued on the basis of service and compensation up to the Termination Date.

          5.02-2 Upon termination, the Company may satisfy the benefit rights of Participants and surviving Spouses by any of the following:

          (a) Continuing the Plan to pay benefits in accordance with the payment forms determined under 3.04, including benefits commencing after the termination date.

          (b) Paying to each Participant, and to each surviving Spouse then in pay status, a lump sum equal to the Actuarial Equivalent present value of the benefit accrued as of the termination date; provided, however, that unless otherwise permitted by Section 409A, no such payment shall be made within twelve (12) months of the Termination Date; and provided, further, that all such payments shall be completed within twenty four (24) months of the Termination Date.

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     (c) Purchasing and distributing to each Participant, and to each surviving Spouse then in pay status, an insurance company annuity contract providing the benefit accrued as of the termination date.

ARTICLE 6
General Provisions

     6.01 Information for Plan Administrator

          6.01-1 The Plan Administrator may accept as correct and rely on any information furnished by the Company or an Employer. The Plan Administrator may not demand an audit, investigation or disclosure of the records of the Company or any Employer.

          6.01-2 The Plan Administrator may require satisfactory proof of data from a Participant, surviving Spouse, joint or contingent annuitant or beneficiary. A Participant will cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder. The Plan Administrator may adjust any retirement benefit if an error in relevant data is discovered.

     6.02 Applicable Law; Captions; Capitalized Terms

     The provisions of this Plan shall be construed and interpreted according to the laws of the State of California, to the extent not preempted by federal law. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. Capitalized terms not otherwise defined herein shall have the meanings prescribed to them under the 2005 Deferred Compensation Plan for Executives and Key Employees as Amended and Restated December 2008, or its successor plan (the “Deferred Compensation Plan”).

     6.03 Plan Binding on All Parties; Liability for Benefits

     This Plan shall be binding upon the heirs, personal representatives, successors and assigns of all present and future parties. An Employer other than the Company shall have no liability to a Participant or a Participant’s surviving Spouse or beneficiary for payment of any benefits under the Plan.

     6.04 Not Contract of Employment

     The adoption and maintenance of the Plan shall not confer on any Participant any right to continue in the employ of an Employer, and shall not interfere with the right of an Employer to discharge any person without regard to the effect that such discharge might have on the person as a Participant. This Plan shall only create a contractual

9

obligation on the part of the Company, and shall not be construed as creating a trust or any fiduciary relationship.

     6.05 Notices

     Except as otherwise required or permitted under other provisions of this Plan or under applicable law, any notice under this Plan shall be in writing and shall be effective when actually delivered or, if mailed, when deposited postpaid as first-class mail. Notices to the Company, Employer, or the Plan Administrator shall be directed to:

Corporate Benefits Office
Con-way Inc.
1717 NW 21st
Portland, OR 97209
PO Box 3680
Portland, OR 97208

     6.06 Benefits Not Assignable

     Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. Notwithstanding the preceding provisions of this section, the Plan Administrator will recognize the provisions of a qualified domestic relations order as defined in ERISA Section 206(d) that does not change the timing of the Participant’s benefit payments.

     6.07 Actuarial Equivalency

     “Actuarial Equivalent” or “Actuarially Equivalent” means an amount equivalent in value as determined by the enrolled actuary retained for the Plan. The factors for determining equivalent value shall be the same as those used under the Retirement Plan.

     6.08 Savings Clause

     The Company intends the Plan to meet the requirements of Section 409A. Any Plan provision that does not meet such requirements shall be reformed so as to satisfy such requirements if such reformation may be accomplished without substantially adversely affecting a Participant’s benefits, and if in the good faith determination of the Plan Administrator such result cannot be achieved, shall be treated as void. Moreover,

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for purposes of applying the provisions of Section 409A to this Plan, each separately identified amount to which Participant is entitled under this Plan shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Plan shall be treated as a right to a series of separate payments.

     6.09 Payment of Withholding

     As a condition of receiving benefits under the Plan, the Participant shall pay the Company and/or the applicable Employer not less than the amount of all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any benefits paid in its sole determination.

     IN WITNESS WHEREOF, the Company has executed this Plan restatement on December 1, 2008.

CON-WAY INC.

By:

Its: Senior Vice President, General Counsel and Secretary

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ADMINISTRATIVE APPENDIX TO

CON-WAY INC.

2005 SUPPLEMENTAL EXCESS RETIREMENT PLAN
AMENDED AND RESTATED DECEMBER 2008

     I. Claims Procedure. Claims for benefits shall be administered in accordance with the procedures set forth in this Administrative Appendix and any additional written procedures that may be adopted from time to time by the Plan Administrator. The Plan Administrator may designate one or more members of the Committee or one or more persons in the Company’s corporate benefits department to act on behalf of the full Committee to review and decide claims.

          A. Submission of Claim

     A claim for benefit payment under this Plan shall be considered filed when a written request is submitted to the Plan Administrator. The Plan Administrator shall respond to a claim in writing or electronically. An authorized representative may act on behalf of a Participant, surviving Spouse or beneficiary (hereinafter “Claimant”) who claims benefits.

          B. Notice of Denial

     Any time a claim for benefits is wholly or partially denied, the Claimant shall be given written or electronic notice of such action within ninety (90) days after the claim is filed, unless special circumstances require an extension of time for processing. If there is an extension, the Claimant shall be notified of the extension and the reason for the extension within the initial 90-day period. The extension shall not exceed 180 days after the claim is filed.

     Such notice will indicate i) the reason for denial, ii) the specific provisions of the Plan on which the denial is based, iii) an explanation of the claims appeal procedure including the time limits applicable to the procedure and a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA and iv) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary.

          C. Right to Request Review

     Any person who has had a claim for benefits denied by the Plan Administrator, who disputes the benefit determination, or is otherwise adversely affected by action of the Plan Administrator, shall have the right to request review by the Plan Administrator. The Plan Administrator or its delegate shall provide a full and fair review that takes into account all comments, documents, records, and other information submitted relating to

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the claim, without regard to whether the information was previously submitted or considered in the initial benefit determination. Such request must be in writing, and must be made within sixty (60) days after such person receives notice of the denial. If written request for review is not made within such 60-day period, the Claimant shall forfeit his or her right to review. The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant may submit written comments, documents, records and other information relating to the claim.

          D. Review of Claim

     The Plan Administrator or its delegate shall then review the claim. The Plan Administrator or its delegate may hold a hearing if it is deemed necessary and shall issue a written decision reaffirming, modifying or setting aside the initial determination by the Plan Administrator within a reasonable time and not later than sixty (60) days after receipt of the written request for review, or 120 days if special circumstances, such as a hearing, require an extension. If an extension is required, the Claimant shall be notified in writing or electronically within the initial 60-day period of the extension, the special circumstances requiring the extension, and the date by which the Plan expects to render a determination.

     A copy of the decision shall be furnished to the Claimant. The decision shall set forth the specific reasons for the decision and specific Plan provisions on which it is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA. The decision shall be final and binding upon the Claimant and all other persons involved.

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COMPLIANCE APPENDIX TO

CON-WAY INC.

2005 SUPPLEMENTAL EXCESS RETIREMENT PLAN
AMENDED AND RESTATED DECEMBER 2008

This Compliance Appendix to the Con-way Inc. 2005 Supplemental Excess Retirement Plan (the “Plan”) documents the transition rules used for administration of the Plan implemented as a good faith effort to comply with Section 409A prior to the final effective date of the final regulations issued under Code Section 409A.

Generally, these transition rules were applicable to benefits accrued or vested on or after January 1, 2005. In 2008, the Plan was twice restated to comply with the final regulations under Section 409A.

During January 1, 2005 through December 31, 2008, the Plan relied on the following transition rules under Notice 2007-86:

Time and Form of Payment Elections Linked to Qualified Plan:

During the period January 1, 2005 through December 31, 2007, the Plan linked a Participant’s time of payment commencement and form of payment elections to the Participant’s time and form of payment elections under the Retirement Plan.

Pursuant to Notice 2007-86, “where a non-qualified deferred compensation plan provides as of October 3, 2004, that the time and form of payment to a service provider or beneficiary will be the same time and form of payment elected by the service provider or beneficiary under a qualified plan, it will not be a violation of section 409A for the plan administrator to make or commence payments under the nonqualified deferred compensation plan on or after January 1, 2005 and on or before December 31, 2008, pursuant ot the payment election under the qualified plan.”

Since Plan benefits were subject to a provision linking time and form of payment elections to those under the Retirement Plan as of October 3, 2004, the Plan’s administrative practice to link the time and form of payment with Participants’ Retirement Plan elections during January 1, 2005 through December 31, 2007, complied with the above-referenced provisions of Notice 2007-86 and therefore was not a violation of Code section 409A.

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EX-10.58

Exhibit 10.58

CON-WAY INC. SUPPLEMENTAL RETIREMENT SAVINGS PLAN

AMENDED AND RESTATED DECEMBER 2008

CON-WAY INC. SUPPLEMENTAL RETIREMENT SAVINGS PLAN

AMENDED AND RESTATED DECEMBER 2008

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 ELIGIBILITY		3
3.1 Establishment of Accounts		4
3.2 Deferrals		4
3.3 Adjustment of Accounts		4
3.4 Statement of Accounts		5
3.5 FICA Tax		5
ARTICLE 4 DISTRIBUTION ELECTIONS		6
ARTICLE 5 DISTRIBUTIONS		6
5.1 Distributions		6
5.2 Lump Sum Payments		6
5.3 Installment Payments		7
5.4 Special Rules		7
ARTICLE 6 DEATH		8
6.1 Payment to Beneficiary		8
6.2 Beneficiary Designation		8
ARTICLE 7 PLAN ADMINISTRATION		8
7.1 Plan Administrator		8
7.2 Claims Procedure		9
7.3 Authority to Act for the Company or Employer		9
7.4 Expenses; Indemnification		9
7.5 Trust		10
ARTICLE 8 MISCELLANEOUS PROVISIONS		10
8.1 Information for Plan Administrator		10
8.2 Applicable Law; Captions		10
8.3 Plan Binding on All Parties; Liability for Benefits		11
8.4 Not Contract of Employment		11
8.5 Notices		11
8.6 Benefits Not Assignable		11
8.7 Savings Clause		11

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	Page
8.8 Payment of Withholding		12
8.9 Incompetent		12
8.10 Legal Fees To Enforce Rights		12
8.11 Coordination with Other Benefits		12
8.12 Effect of Payment		12
ARTICLE 9 AMENDMENT; TERMINATION		13
9.1 Amendment		13
9.2 Termination		13
ADMINISTRATIVE APPENDIX		14
COMPLIANCE APPENDIX		16

ii

CON-WAY INC. SUPPLEMENTAL RETIREMENT SAVINGS PLAN

Amended and Restated December 2008

     WHEREAS, the purpose of this Plan is to provide Participants with benefits approximately equal to the increased benefits they would receive under the Retirement Savings Plan (defined below) if the Retirement Savings Plan did not limit the amount of compensation that may be taken into account; and

     WHEREAS, the Company has been treating amounts deferred under this Plan since its inception on January 1, 2007, in good faith compliance with Code Section 409A, the regulations thereunder, and any additional guidance (including Notice 2005-1) provided by the Treasury Department thereunder (collectively, “Section 409A”); and

     WHEREAS, the Company previously amended and restated the Plan to comply with the provisions of Section 409A effective as of January 1, 2008; and

     WHEREAS, the Company hereby further amends and restates the Plan for additional Code Section 409A compliance purposes, effective January 1, 2009. For the period from January 1, 2007 through December 31, 2008, the Plan observed operational compliance with Section 409A, in accordance with transitional guidance issued by the Internal Revenue Service.

ARTICLE 1
DEFINITIONS

     For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the meanings indicated below. Capitalized terms not otherwise defined herein shall have the meanings prescribed to them under the 2005 Deferred Compensation Plan for Executives and Key Employees as Amended and Restated December 2008, or its successor plan (the “Deferred Compensation Plan”).

     “Account” means the account established for a Participant pursuant to Section 3.1 and adjusted pursuant to Section 3.3.

     “Account Balance” means the balance in the Participant’s Account.

     “Administrative Appendix” means the rules and procedures governing the administration of this Plan, as set forth in a separate appendix which by this reference is specifically incorporated into this Plan.

     “Affiliate” means “Affiliate” as defined in the Retirement Savings Plan.

     “Basic Deferral” means a deferral pursuant to Section 3.2(b).

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     “Beneficiary” means a person designated pursuant to Section 6.2 as entitled to benefits in the event of the death of a Participant.

     “Change in Control” means the occurrence of an event described in Section 409A(a)(2)(v) of the Code with respect to the Company or the Participant’s Employer.

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

     “Committee” means the Con-way Inc. Administrative Committee, which is the committee that serves as the plan administrator of the Retirement Savings Plan.

     “Company” means Con-way Inc.

     “Compliance Appendix” means the separate appendix setting forth transition rules used for administration of the Plan implemented as a good faith effort to comply with Section 409A prior to the effective date of the final Treasury regulations thereunder, which by this reference is specifically incorporated into this Plan.

     “Employer” means the Company or any Affiliate that is an Employer under the Retirement Savings Plan. Except as otherwise provided, references in the Plan to “Employers” shall mean all of the Company and each Affiliate that is an Employer under the Retirement Savings Plan.

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

     “Excess Compensation” means the excess of Total Compensation over “Compensation” as defined in the Retirement Savings Plan that is included in the determination of benefits and the administration of the Retirement Savings Plan.

     “Matching Deferral” means a deferral pursuant to Section 3.2(a).

     “Participant” for any Plan Year means any employee of an Employer who participates in the Plan for such Plan Year in accordance with Article 2.

     “Plan” means the Con-way Inc. Supplemental Retirement Savings Plan, Amended and Restated December 2008, as evidenced by this instrument, as amended from time to time.

     “Plan Administrator” means the Committee or any other person to whom the Committee has delegated the duty and authority for the Plan functions in question.

     “Plan Entry Date” has the meaning set forth in the Deferred Compensation Plan.

     “Plan Sponsor” means the Company.

     “Plan Year” means the fiscal year of the Plan, which shall be the calendar year.

2

     “Plan Year Subaccount” means the portion of a Participant’s Account that relates to amounts credited for a particular Plan Year.

     “Retirement” means “Retirement” as defined in the Retirement Savings Plan.

     “Retirement Savings Plan” means the Con-way Retirement Savings Plan.

     “Separation from Service” has the meaning set forth in the Deferred Compensation Plan.

     “Specified Employee” has the meaning set forth in the Deferred Compensation Plan.

     “Spouse” has the meaning set forth in the Defense of Marriage Act of 1996 (P.L. 104-199), as amended. As of January 1, 2007, this definition is a legal union between one man and one woman as husband and wife.

     “Total Compensation” means “Compensation” as defined in the Retirement Savings Plan with the following adjustments:

     (a) Total Compensation includes amounts deferred under the Deferred Compensation Plan that would have constituted “Compensation” (as defined in the Retirement Savings Plan) if it had not been deferred.

     (b) Total Compensation is not subject to the limitations set forth in Code Section 401(a)(17).

     (c) Total Compensation includes only Compensation earned during such time as the Participant is a “Qualified Employee,” as defined in the Retirement Savings Plan.

     “Transition Deferral” means a deferral pursuant to Section 3.2(c).

     “Year of Service” means “Year of Service” as defined in the Retirement Savings Plan.

ARTICLE 2
ELIGIBILITY

     Participation in the Plan shall be limited to a select group of management or highly compensated employees of the Employers, consisting of those participants in the Retirement Savings Plan:

     (a) whose Compensation exceeds the limit imposed by Code Section 401(a)(17), or

     (b) who are participants in the Deferred Compensation Plan.

     In the event a Participant Separates from Service and subsequently resumes providing services to the Company or any of the Employers, such return to service shall have no effect on

3

the time or form of any Plan payments being made to the Participant as of the date Participant’s services resume.

ARTICLE 3
DEFERRALS

     3.1 Establishment of Accounts. The Plan Administrator shall establish a notional Account for each Participant, with Plan Year Subaccounts for each Plan Year for which deferrals are made for the Participant.

     3.2 Deferrals. For each Plan Year, the Plan Administrator shall credit the following amounts to each Participant’s Plan Year Subaccount:

          (a) if the Participant makes the maximum elective deferrals under Code Section 402(g) or the maximum elective contributions permitted under the terms of the Retirement Savings Plan for the Plan Year, an amount equal to the Participant’s Excess Compensation for the Plan Year multiplied by three percent (3%);

          (b) an amount equal to the Participant’s Excess Compensation multiplied by the percentage Basic Contribution applicable to the Participant (i.e., 0%, 3%, 4% or 5%) under the Retirement Savings Plan for each calendar quarter in the Plan Year, taking into account only Compensation with respect to calendar quarters ending on or after the Participant has a “Period of Service” (as such term is defined in the Retirement Savings Plan) of at least six months; and

          (c) an amount equal to the Participant’s Excess Compensation multiplied by the percentage Transition Contribution applicable to the Participant (i.e., 0%, 1%, 2% or 3%) under the Retirement Savings Plan.

     3.3 Adjustment of Accounts. The Plan Administrator shall add to each Participant’s Account all amounts credited pursuant to Section 3.2, shall adjust the Account for income and loss, and shall reduce the Account by forfeitures and by all distributions to the Participant or the Participant’s Beneficiary, subject to the following special rules:

          (a) Credits pursuant to Section 3.2 shall be made quarterly, at the same time as the corresponding contributions are made to the Retirement Savings Plan, with no credits for a calendar quarter unless the Participant is employed by an Affiliate on the last day of the quarter.

          (b) The Plan Administrator shall determine income and loss based on the investment elections in effect under the Retirement Savings Plan, including default elections. If the investment election includes “Company Stock” (as such term is defined in the Retirement Savings Plan), the Plan Administrator shall determine income and loss based on the Participant’s other investment funds, prorated. If a Participant’s investment election includes only Company Stock, the Plan Administrator shall determine income and loss based on the applicable default investment under the Retirement Savings Plan.

4

          (c) Basic Deferrals and Transition Deferrals shall be one hundred percent (100%) vested immediately. Matching Deferrals (as adjusted for income and loss) shall vest at the same time as “Matching Contributions” (as defined in the Retirement Savings Plan) vest under the Retirement Savings Plan. Forfeitures and reinstatements of Matching Deferrals (as adjusted for income and loss) shall occur in accordance with the provisions of the Retirement Savings Plan regarding forfeitures of “Matching Contributions” (as defined in the Retirement Savings Plan).

          (d) If a date for payment under Articles 5 or 6 has passed and the Plan Administrator has not located the Participant or Beneficiary, the following shall apply:

               (1) The unclaimed benefit shall be forfeited when the Plan Administrator determines that the person cannot be located using reasonable efforts.

               (2) If the Participant or Beneficiary later establishes a valid claim for the forfeited amount, then such amount, unadjusted for any interim gains or losses, shall be restored to the Participant’s Account and distributed in accordance with the regular rules of the Plan.

     3.4 Statement of Accounts. The Plan Administrator shall send to each Participant quarterly statements in such form as the Plan Administrator deems desirable setting forth the Participant’s Account Balance FICA Tax. The Participant’s share of applicable FICA and other payroll taxes on Matching Deferrals, Basic Deferrals and Transition Deferrals will be withheld from the compensation payable to the Participant, or otherwise collected from the Participant, as determined by the Plan Administrator.

          (a) The applicable FICA and other payroll taxes on Matching Deferrals, to the extent vested at the time of the deferral, and on Basic Deferrals and Transition Deferrals, will be withheld at the approximate time of the deferral.

          (b) If Matching Deferrals are not vested at the time of the deferral, the applicable FICA and other payroll taxes on the Matching Deferrals will be withheld at the approximate time of vesting, with the amount subject to tax adjusted for income or loss pursuant to Section 3.3.

     3.5 FICA Tax. The Participant’s share of applicable FICA and other payroll taxes on Matching Deferrals, Basic Deferrals and Transition Deferrals will be withheld from the compensation payable to the Participant, or otherwise collected from the Participant, as determined by the Plan Administrator.

          (a) The applicable FICA and other payroll taxes on Matching Deferrals, to the extent vested at the time of the deferral, and on Basic Deferrals and Transition Deferrals, will be withheld at the approximate time of the deferral.

          (b) If Matching Deferrals are not vested at the time of the deferral, the applicable FICA and other payroll taxes on the Matching Deferrals will be withheld at the

5

approximate time of vesting, with the amount subject to tax adjusted for income or loss pursuant to Section 3.3.

ARTICLE 4
DISTRIBUTION ELECTIONS

     For each Plan Year, a Participant may elect to receive the balance of the Plan Year Subaccount relating to that Plan Year in a lump sum or in quarterly payments over a period of five (5) or ten (10) years following the Participant’s Separation from Service. Separate elections may be made for (a) Separation from Service prior to Retirement other than on account of death, and (b) Separation from Service on account of Retirement. Any election under this Article 4 relating to an Annual Election Period must be made prior to the beginning of the Plan Year to which it applies or, with respect to a Participant’s Initial Election Period (as that term is defined in the Deferred Compensation Plan), the election must be made prior to the Participant’s Plan Entry Date. If the Participant does not make an election for a Plan Year, the Participant will receive the balance of the Plan Year Subaccount relating to that Plan Year in a lump sum following the Participant’s Separation from Service.

ARTICLE 5
DISTRIBUTIONS

     5.1 Distributions. In the event of a Separation from Service other than on account of death, the Participant’s Account shall be distributed in accordance with the Participant’s elections under Article 4 to the extent vested under Section 3.3(c) and in accordance with this Article.

     5.2 Lump Sum Payments. Lump sum payments shall be made within sixty (60) days of the Participant’s Separation from Service, but subject to and not before the time permitted by Section 5.4(c).Installment Payments. Installment payments shall commence on the first day of the quarter following the first full quarter following such Participant’s Separation from Service (or as soon thereafter as administratively practicable), but not before the time permitted by Section 5.4(c). All additional installment payments shall be paid on the first day of the remaining calendar quarters of the payment period (or as soon thereafter as administratively practicable). The amount of each installment payment shall be determined by dividing the Participant’s Plan Year Subaccount Balance at the time of the installment payment by the number of the remaining installment payments (including the installment payment being made at that time).Special Rules. Notwithstanding the preceding Sections of this Article:

          (a) If the balance in a Participant’s Account is less than $25,000 on the date of Separation from Service, such Account Balance shall be paid to the Participant in a lump sum as soon as practicable following the date of such Separation from Service (subject to subsection (c)).

          (b) If the Participant incurs a Separation from Service within one (1) year after a Change in Control, the Participant’s Account shall be distributed in a lump sum within twenty (20) days of the Separation from Service (subject to subsection (c)).

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          (c) If the Participant is a Specified Employee and the distribution is to be made on account of the Participant’s Separation from Service, then no lump sum or installment payments will be paid before the earlier of:

               (1) the date which is six (6) months after the date of the Participant’s Separation from Service, or

               (2) the date of death of the Participant.

     5.3 Installment Payments. Installment payments shall commence on the first day of the quarter following the first full quarter following such Participant’s Separation from Service (or as soon thereafter as administratively practicable), but not before the time permitted by Section 5.4(c). All additional installment payments shall be paid on the first day of the remaining calendar quarters of the payment period (or as soon thereafter as administratively practicable). The amount of each installment payment shall be determined by dividing the Participant’s Plan Year Subaccount Balance at the time of the installment payment by the number of the remaining installment payments (including the installment payment being made at that time).

     5.4 Special Rules. Notwithstanding the preceding Sections of this Article:

          (a) If the balance in a Participant’s Account is less than $25,000 on the date of Separation from Service, such Account Balance shall be paid to the Participant in a lump sum as soon as practicable following the date of such Separation from Service (subject to subsection (c)).

          (b) If the Participant incurs a Separation from Service within one (1) year after a Change in Control, the Participant’s Account shall be distributed in a lump sum within twenty (20) days of the Separation from Service (subject to subsection (c)).

          (c) If the Participant is a Specified Employee and the distribution is to be made on account of the Participant’s Separation from Service, then no lump sum or installment payments will be paid before the earlier of:

               (1) the date which is six (6) months after the date of the Participant’s Separation from Service, or

               (2) the date of death of the Participant.

     Any such lump sum or installment payments that were scheduled to be paid during the 6-month period following the Participant’s Separation from Service, but which were delayed pursuant to this Section 5.4(c), shall be paid on or as soon as administratively practicable after the first day of the seventh month after the Participant’s Separation from Service (or if earlier, the date of the Participant’s death). Any lump sum or installment payments that were originally

7

scheduled to be paid following the 6-month period beginning after the date of the Participant’s Separation from Service shall continue to be paid according to their pre-determined schedule.

ARTICLE 6
DEATH

     6.1 Payment to Beneficiary.

          (a) If a Participant Separates from Service on account of death, the Participant’s Account Balance shall be paid to the Participant’s Beneficiary in a lump sum within sixty (60) days of the Plan Administrator’s receiving proof of the Participant’s death. Section 5.4(c)(1) shall not apply.

          (b) If a Participant dies after Separation from Service but before full distribution of the Participant’s Account Balance, the Participant’s Account Balance shall be paid to the Participant’s Beneficiary at the same time and in the same amounts as the Participant’s Account Balance would have been paid to the Participant if the Participant had survived, except that Section 5.4(c)(2) shall apply with respect to the actual date of death.

     6.2 Beneficiary Designation. Each Participant shall file a Beneficiary designation form with the Plan Administrator, in such form as the Plan Administrator may approve, naming a specific Beneficiary or Beneficiaries, subject to the rules that apply to designations of beneficiaries under the Retirement Savings Plan, including consent requirements, rules for determining Beneficiaries in the absence of a valid designation, and disclaimers, with such changes as may be made by the Plan Administrator.

ARTICLE 7
PLAN ADMINISTRATION

     7.1 Plan Administrator. The powers and duties of the Plan Administrator are as follows:

          (a) The Plan Administrator shall interpret the Plan, shall decide any questions about the rights of Participants and Beneficiaries and in general shall administer the Plan. All actions taken by the Plan Administrator (or its delegate) will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. All findings, decisions and determinations of any kind made by the Plan Administrator or its delegate shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. The Company intends the Plan to meet the requirements of Section 409A. The Plan Administrator shall interpret the Plan in such a way as to meet such requirements.

          (b) The Committee shall be the “Plan Administrator” under federal laws and regulations applicable to plan administration and shall comply with such laws and regulations. The general counsel for the Company shall be the agent for service of process on the Plan at the Company’s address.

8

          (c) The Plan Administrator may delegate all or part of its administrative duties to one or more agents and may retain advisors to assist it. The Plan Administrator may consult with and rely upon the advice of counsel who may be counsel for the Company.

          (d) The Plan Administrator shall keep records of all relevant data about the rights of all persons under the Plan. The Plan Administrator shall determine eligibility to participate, the proper recipient of benefits, the service of any employee, and (subject to the limitations imposed by Section 409A), instruct the Trustee (if any there be) on distributions.

          (e) The Plan Administrator may adjust any retirement benefit payable to a Participant or Beneficiary under this Plan and may recoup overpayments if an error in relevant data or calculation is discovered.

     7.2 Claims Procedure. The Plan’s claims procedure is set forth in the Plan’s Administrative Appendix.

     7.3 Authority to Act for the Company or Employer.

          (a) Except as provided in 7.3(b), all authority of the Company or any Employer under this Plan shall be exercised by the chief executive officer of the Company, who may delegate all or any part of such authority.

          (b) The power to amend or terminate the Plan may be exercised only by the Board of Directors of the Company (the “Board”), except as provided in 7.3(c). Notwithstanding the foregoing to the contrary, the provisions set forth in the Administrative Appendix may be amended by either the Board or the Plan Administrator.

          (c) Any officer of the Company may amend the Plan to make technical, administrative or editorial changes on advice of counsel to comply with applicable law or to simplify or clarify the Plan.

          (d) The Board of Directors of the Company or of an Employer shall have no administrative or investment authority or function. Membership on the Board shall not make a person a plan fiduciary.

          (e) Documents may be signed for the Committee by the chair, the secretary or other persons designated by the Committee.

     7.4 Expenses; Indemnification.

          (a) The Plan Administrator shall not be compensated for services. The Plan Administrator shall be reimbursed for all expenses.

9

          (b) The Company shall indemnify and defend any Plan fiduciary who is an officer, director or employee of an Employer from any claim, loss, liability, or expense, including attorneys’ fees, arising from any action or inaction in connection with the Plan, subject to the following:

          (c) Coverage shall be limited to actions taken in good faith that the fiduciary reasonably believed were not contrary to the terms of the Plan.

          (d) Coverage shall be reduced to the extent of any insurance proceeds.

     7.5 Trust. Amounts payable to a Participant or Beneficiary under this Plan shall be paid from the general assets of the Company (including without limitation the assets of any trust established to fund payment of obligations hereunder) exclusively. A Participant’s right to Plan distributions shall be no greater than the rights to payment of general, unsecured creditors of the Company. The Company may, in its discretion, establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any circumstances to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray its financial liabilities shall be subject to the claims of its general creditors in the event of the Company’s insolvency. The assets of any such trust shall not, at any time, be located outside of the United States or transferred outside of the United States. References herein to a “Trustee” shall be to that person who is responsible for administration and management of such a trust in accordance with its terms.

ARTICLE 8
MISCELLANEOUS PROVISIONS

     8.1 Information for Plan Administrator.

          (a) The Plan Administrator may accept as correct and rely on any information furnished by the Company or an Employer. The Plan Administrator may not demand an audit, investigation or disclosure of the records of the Company or any Employer.

          (b) The Plan Administrator may require satisfactory proof of data from a Participant, surviving Spouse, joint or contingent annuitant or Beneficiary. A Participant will cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder. The Plan Administrator may adjust any retirement benefit if an error in relevant data is discovered.

     8.2 Applicable Law; Captions. The provisions of this Plan shall be construed and interpreted according to the laws of the State of California, to the extent not preempted by federal law. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

10

     8.3 Plan Binding on All Parties; Liability for Benefits. This Plan shall be binding upon the heirs, personal representatives, successors and assigns of all present and future parties. An Employer other than the Company shall have no liability to a Participant or a Participant’s Beneficiary for payment of any benefits under the Plan.

     8.4 Not Contract of Employment. The adoption and maintenance of the Plan shall not confer on any Participant any right to continue in the employ of an Employer, and shall not interfere with the right of an Employer to discharge any person without regard to the effect that such discharge might have on the person as a Participant. This Plan shall only create a contractual obligation on the part of the Company, and shall not be construed as creating a trust or any fiduciary relationship.

     8.5 Notices. Except as otherwise required or permitted under other provisions of this Plan or under applicable law, any notice under this Plan shall be in writing and shall be effective when actually delivered or, if mailed, when deposited postpaid as first-class mail. Notices to the Company, Employer, or the Plan Administrator shall be directed to:

Corporate Benefits Office
Con-way Inc.
1717 NW 21st
Portland, OR 97209
PO Box 3680
Portland, OR 97208

     8.6 Benefits Not Assignable. Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner, including but not limited to such Spouse’s will, nor shall such interest pass under the laws of intestate succession. Notwithstanding the preceding provisions of this section, the Plan Administrator will recognize the provisions of a qualified domestic relations order as defined in ERISA Section 206(d) that does not change the timing of the Participant’s benefit payments.

     8.7 Savings Clause. The Company intends the Plan to meet the requirements of Section 409A. Any Plan provision that does not meet such requirements shall be reformed so as to satisfy such requirements if such reformation may be accomplished without substantially adversely affecting a Participant’s benefits, and if in the good faith determination of the Plan Administrator such result cannot be achieved, shall be treated as void. Moreover, for purposes of applying the provisions of Section 409A to this Plan, each separately identified amount to which Participant is entitled under this Plan shall be treated as a separate payment. In addition, to the

11

extent permissible under Section 409A, any series of installment payments under this Plan shall be treated as a right to a series of separate payments.

     8.8 Payment of Withholding. As a condition of receiving benefits under the Plan, the Participant shall pay the Company and/or the applicable Employer not less than the amount of all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any benefits paid in its sole determination.

     8.9 Incompetent. If the Plan Administrator determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Plan Administrator may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate and/or such indemnification of the Plan Administrator, the Company and the Participant’s Employer and security, as it deems appropriate, in its sole discretion, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant or the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

     8.10 Legal Fees To Enforce Rights. If any Employer has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if any Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorizes such Participant to retain counsel chosen by the Participant and agrees to pay the reasonable legal fees and expenses of the Participant incurred in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, any other Employer, or any director, officer, shareholder or other person affiliated with the Company, or any successor thereto in any jurisdiction, provided that such Participant prevails in such action.

     8.11 Coordination with Other Benefits. The benefits provided for a Participant and the Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Company and its Affiliates. In no event shall distributions under the Plan have the effect of increasing payments otherwise due under the various retirement plans of the Company or its Affiliates.

     8.12 Effect of Payment. The full payment of the applicable benefit under Articles 5 or 6 of the Plan shall completely discharge all obligations to a Participant or Beneficiary under this Plan.

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ARTICLE 9
AMENDMENT; TERMINATION

     9.1 Amendment. The Company may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall deprive a Participant or a Beneficiary of a material right accrued hereunder prior to the date of the amendment or materially and adversely affect the payment of benefits to any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification unless the Participant or Beneficiary so affected consents in writing to the amendment or modification. Notwithstanding the foregoing, the Company may amend the Plan retroactively to the extent the Company is of the opinion that such an amendment is required to avoid the imposition of additional tax liabilities on a Participant under Section 409A or to conform the Plan to the provisions and requirements of any applicable law, provided that no such amendment may reduce any Participant’s Account Balance. No such amendment shall be considered prejudicial to any interest of a Participant or Beneficiary hereunder. Finally, while the ability to amend the Plan generally rests with the Company, acting through its Board, the provisions set forth in the Administrative Appendix or the Compliance Appendix may be amended either by the Company or the Plan Administrator.

     9.2 Termination. The Company reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Company may elect to accelerate distribution of Participant accounts, but only if the accelerated distribution would not result in additional tax to the Participants under Section 409A.

     IN WITNESS WHEREOF, the Company has amended and restated this Plan effective as of January 1, 2009.

CON-WAY INC.
 

By:  

Jennifer W. Pileggi, Senior Vice President, General
Counsel and Secretary

Dated: December 1, 20008

13

ADMINISTRATIVE APPENDIX TO

CON-WAY INC.

SUPPLEMENTAL RETIREMENT SAVINGS PLAN
AMENDED AND RESTATED DECEMBER 2008

Claims Procedure

Claims for benefits shall be administered in accordance with the procedures set forth in this Administrative Appendix and any additional written procedures that may be adopted from time to time by the Plan Administrator. The Plan Administrator may designate one or more members of the Committee or one or more persons in the Company’s corporate benefits department to act on behalf of the full Committee to review and decide claims.

     A. Submission of Claim

A claim for benefit payment under this Plan shall be considered filed when a written request is submitted to the Plan Administrator. The Plan Administrator shall respond to a claim in writing or electronically. An authorized representative may act on behalf of a Participant or Beneficiary (hereinafter “Claimant”) who claims benefits.

     B. Notice of Denial

Any time a claim for benefits is wholly or partially denied, the Claimant shall be given written or electronic notice of such action within ninety (90) days after the claim is filed, unless special circumstances require an extension of time for processing. If there is an extension, the Claimant shall be notified of the extension and the reason for the extension within the initial 90-day period. The extension shall not exceed 180 days after the claim is filed.

Such notice will indicate i) the reason for denial, ii) the specific provisions of the Plan on which the denial is based, iii) an explanation of the claims appeal procedure including the time limits applicable to the procedure and a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA and iv) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary.

     C. Right to Request Review

Any person who has had a claim for benefits denied by the Plan Administrator, who disputes the benefit determination, or is otherwise adversely affected by action of the Plan Administrator, shall have the right to request review by the Plan Administrator. The Plan Administrator or its delegate shall provide a full and fair review that takes into account all comments, documents, records, and other information submitted relating to the claim, without regard to whether the information was previously submitted or considered in the initial benefit determination. Such

14

request must be in writing, and must be made within sixty (60) days after such person receives notice of the denial. If written request for review is not made within such 60-day period, the Claimant shall forfeit his or her right to review. The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant may submit written comments, documents, records and other information relating to the claim.

     D. Review of Claim

The Plan Administrator or its delegate shall then review the claim. The Plan Administrator or its delegate may hold a hearing if it is deemed necessary and shall issue a written decision reaffirming, modifying or setting aside the initial determination by the Plan Administrator within a reasonable time and not later than sixty (60) days after receipt of the written request for review, or 120 days if special circumstances, such as a hearing, require an extension. If an extension is required, the Claimant shall be notified in writing or electronically within the initial 60-day period of the extension, the special circumstances requiring the extension, and the date by which the Plan expects to render a determination.

A copy of the decision shall be furnished to the Claimant. The decision shall set forth the specific reasons for the decision and specific Plan provisions on which it is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA. The decision shall be final and binding upon the Claimant and all other persons involved.

15

COMPLIANCE APPENDIX TO

CON-WAY INC.

SUPPLEMENTAL RETIREMENT SAVINGS PLAN
AMENDED AND RESTATED DECEMBER 2008

This Compliance Appendix to the Con-way Inc. Supplemental Retirement Savings Plan (the “Plan”) documents the transition rules used for administration of the Plan implemented as a good faith effort to comply with Section 409A prior to the final effective date of the final regulations issued under Code Section 409A.

Generally, these transition rules were applicable to Plan benefits accrued or vested on or after January 1, 2007. In 2008, the Plan was twice restated to comply with the final regulations under Section 409A.

During 2007, the Plan relied on the following transition rules under Notice 2007-86:

Elections as to the time and form of payment of a Participant’s Account Balance under the Plan are based on Participant’s election under the Con-Way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees (the “Deferred Compensation Plan”).

In 2007, the third party administrator’s web site for the Plan gave incorrect distribution options for the Deferred Compensation Plan. During a special election period in 2007, Participants were told that they had to modify their Deferred Compensation Plan distribution elections so that they had a single time and form of payment for all 2007 deferrals (regardless of the source of the compensation). These new elections also applied to this Plan. These new payment elections did not allow amounts deferred to a later year to be paid in 2007, nor did they allow amounts payable in 2007 to be deferred to a later year. Accordingly, the payment elections complied with Section 3.01(B)(1)(.02) of Notice 2007-86.

16

EX-12

Exhibit 12

CON-WAY INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Year Ended December 31,

(Dollars in thousands)

	2008			2007			2006			2005			2004
Earnings:
Income from continuing operations before income tax provision	$	134,917		$	242,646		$	392,309		$	352,356		$	248,775
Add (deduct):
Loss (Income) from equity investment (1)		—			2,699			(52,599	)		(16,061	)		(18,253	)
Interest expense, net of capitalized interest (2)		62,936			42,805			34,791			38,465			43,647
Interest component of rental expense (3)		12,012			8,711			7,384			7,733			6,590
Earnings as adjusted	$	209,865		$	296,861		$	381,885		$	382,493		$	280,759
Fixed Charges:
Interest expense, net of capitalized interest (2)	$	62,936		$	42,805		$	34,791		$	38,465		$	43,647
Capitalized interest		645			514			917			136			173
Dividend requirement on Series B Preferred Stock (4)		7,134			7,651			8,173			9,114			9,797
Interest component of rental expense (3)		12,012			8,711			7,384			7,733			6,590
Fixed Charges	$	82,727		$	59,681		$	51,265		$	55,448		$	60,207
Ratio of Earnings to Fixed Charges		2.5	x		5.0	x		7.4	x		6.9	x		4.7	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 are used to pay debt service on notes issued by Con-way’s Retirement Savings Plan.

EX-21

Exhibit 21

CON-WAY INC.
SIGNIFICANT SUBSIDIARIES
December 31, 2008

          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 (Nos. 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 and 333-148234 on Form S-3 and No. 333-116211 on Form S-4) of Con-way Inc. of our report dated February 27, 2009, with respect to the consolidated balance sheets of Con-way Inc. and subsidiaries (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2008 and the effectiveness of internal control over financial reporting as of December 31, 2008, which report appears in the December 31, 2008 annual report on Form 10-K of Con-way Inc.

/s/ KPMG LLP  

Portland, Oregon
February 27, 2009

EX-31.1

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 annual 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 27, 2009	/s/ Douglas W. Stotlar Douglas W. Stotlar
	Chief Executive Officer

EX-31.2

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 annual 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 27, 2009	/s/ Stephen L. Bruffett Stephen L. Bruffett
	Chief Financial Officer

EX-32.1

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, 2008 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 27, 2009

/s/ Douglas W. Stotlar Name: Douglas W. Stotlar

Title: Chief Executive Officer

EX-32.2

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, 2008 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 27, 2009

/s/ Stephen L. Bruffett Name: Stephen L. Bruffett

Title: Chief Financial Officer