CON-WAY INC. SUPPLEMENTAL RETIREMENT SAVINGS PLAN AMENDED AND RESTATED DECEMBER 2008

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

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).

      “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.

      “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

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.

          (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

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