2005 SUPPLEMENTAL EXCESS RETIREMENT PLAN AMENDED AND RESTATED DECEMBER 2008

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

INDEX OF TERMS

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.

      1.02 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.

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:

     (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.

     (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 administra