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

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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.

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.

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

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

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.

3.1

Fixed Date Distribution .

(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.

(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.

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

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.

6.1

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