CON-WAY INC. 2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND KEY EMPLOYEES AMENDED AND RESTATED DECEMBER 2008 Preamble

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.

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:

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”).

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

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.)

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.

(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.

approval.In the event of a cancellation or payout, the Participant may not make up the lost deferral opportunity.

(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.

(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