AMENDMENT NO. 1 TO THE CON-WAY INC. 2005 DEFERRED COMPENSATION PLAN

                                                                 Exhibit 10.1


                               AMENDMENT NO. 1
                                     TO
              THE CON-WAY INC. 2005 DEFERRED COMPENSATION PLAN
                       FOR EXECUTIVES AND KEY EMPLOYEES
               AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008



     The Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key
Employees, Amended and Restated January 1, 2008 (the "Plan"), is amended as
follows, pursuant to Section 11.2, effective June 22, 2008.   Capitalized
terms used herein and not otherwise defined shall have the meanings given to
such terms in the Plan.

     Section 1.2 of the Plan provides for the definition of Annual Bonus.   In
order to expand the definition of Annual Bonus to allow for the availability
of certain additional deferrals under the Plan, Section 1.2 is amended to
read as follows:

     "1.2   "Annual    Bonus" means any and all bonuses or incentive
           compensation, other than   a   Value Management 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."

     Section 3.3(b)