exv10w58






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




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 ELIGIBILITY
	 	 	3	 
	 
	 	 	 	 
	3.1 Establishment of Accounts
	 	 	4	 
	3.2 Deferrals
	 	 	4	 
	3.3 Adjustment of Accounts
	 	 	4	 
	3.4 Statement of Accounts
	 	 	5	 
	3.5 FICA Tax
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 4 DISTRIBUTION ELECTIONS
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 5 DISTRIBUTIONS
	 	 	6	 
	 
	 	 	 	 
	5.1 Distributions
	 	 	6	 
	5.2 Lump Sum Payments
	 	 	6	 
	5.3 Installment Payments
	 	 	7	 
	5.4 Special Rules
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 6 DEATH
	 	 	8	 
	 
	 	 	 	 
	6.1 Payment to Beneficiary
	 	 	8	 
	6.2 Beneficiary Designation
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 7 PLAN ADMINISTRATION
	 	 	8	 
	 
	 	 	 	 
	7.1 Plan Administrator
	 	 	8	 
	7.2 Claims Procedure
	 	 	9	 
	7.3 Authority to Act for the Company or Employer
	 	 	9	 
	7.4 Expenses; Indemnification
	 	 	9	 
	7.5 Trust
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 8 MISCELLANEOUS PROVISIONS
	 	 	10	 
	 
	 	 	 	 
	8.1 Information for Plan Administrator
	 	 	10	 
	8.2 Applicable Law; Captions
	 	 	10	 
	8.3 Plan Binding on All Parties; Liability for Benefits
	 	 	11	 
	8.4 Not Contract of Employment
	 	 	11	 
	8.5 Notices
	 	 	11	 
	8.6 Benefits Not Assignable
	 	 	11	 
	8.7 Savings Clause
	 	 	11	 






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	 	 	Page
	8.8 Payment of Withholding
	 	 	12	 
	8.9 Incompetent
	 	 	12	 
	8.10 Legal Fees To Enforce Rights
	 	 	12	 
	8.11 Coordination with Other Benefits
	 	 	12	 
	8.12 Effect of Payment
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 9 AMENDMENT; TERMINATION
	 	 	13	 
	 
	 	 	 	 
	9.1 Amendment
	 	 	13	 
	9.2 Termination
	 	 	13	 
	 
	 	 	 	 
	ADMINISTRATIVE APPENDIX
	 	 	14	 
	 
	 	 	 	 
	COMPLIANCE APPENDIX
	 	 	16	 







ii









 








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).



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     “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.



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     “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



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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.



4









 





          (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



5









 







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 within one (1) year after a Change in
Control, the Participant’s Account shall be distributed in a lump sum within twenty (20) days of
the Separation from Service (subject to subsection (c)).



6









 







          (c) If the Participant is a Specified Employee and the distribution is to be made on account
of the Participant’s Separation from Service, then no lump sum or installment payments will be paid
before the earlier of:




               (1) the date which is six (6) months after the date of the Participant’s Separation
from Service, or




               (2) the date of death of the Participant.



     5.3 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).



     5.4 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 within one (1) year after a Change in
Control, the Participant’s Account shall be distributed in a lump sum within twenty (20) days of
the Separation from Service (subject to subsection (c)).



          (c) If the Participant is a Specified Employee and the distribution is to be made on account
of the Participant’s Separation from Service, then no lump sum or installment payments will be paid
before the earlier of:




               (1) the date which is six (6) months after the date of the Participant’s Separation
from Service, or




               (2) the date of death of the Participant.



     Any such lump sum or installment payments that were scheduled to be paid during the 6-month
period following the Participant’s Separation from Service, but which were delayed pursuant to this
Section 5.4(c), shall be paid on or as soon as administratively practicable after the first day of
the seventh month after the Participant’s Separation from Service (or if earlier, the date of the
Participant’s death). Any lump sum or installment payments that were originally



7









 







scheduled to be paid following the 6-month period beginning after the date of the
Participant’s Separation from Service shall continue to be paid according to their pre-determined
schedule.



ARTICLE 6

DEATH




     6.1 Payment to Beneficiary.



          (a) If a Participant Separates from Service on account of death, the Participant’s Account
Balance shall be paid to the Participant’s Beneficiary in a lump sum within sixty (60) days of the
Plan Administrator’s receiving proof of the Participant’s death. Section 5.4(c)(1) shall not
apply.



          (b) If a Participant dies after Separation from Service but before full distribution of the
Participant’s Account Balance, the Participant’s Account Balance shall be paid to the Participant’s
Beneficiary at the same time and in the same amounts as the Participant’s Account Balance would
have been paid to the Participant if the Participant had survived, except that Section 5.4(c)(2)
shall apply with respect to the actual date of death.



     6.2 Beneficiary Designation. Each Participant shall 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 Savings 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.



ARTICLE 7

PLAN ADMINISTRATION




     7.1 Plan Administrator. The powers and duties of the Plan Administrator are as
follows:



          (a) The Plan Administrator shall interpret the Plan, shall decide any questions about the
rights of Participants and Beneficiaries and in general shall administer the Plan. All actions
taken by the Plan Administrator (or its delegate) will be conclusive and binding on all persons
having any interest under the Plan, subject only to the claims procedures in the Administrative
Appendix. All findings, decisions and determinations of any kind made by the Plan Administrator or
its delegate shall not be disturbed unless the Plan Administrator has acted in an arbitrary and
capricious manner. The Company intends the Plan to meet the requirements of Section 409A. The Plan
Administrator shall interpret the Plan in such a way as to meet such requirements.



          (b) The Committee shall be the “Plan Administrator” under federal laws and regulations
applicable to plan administration and shall comply with such laws and regulations. The general
counsel for the Company shall be the agent for service of process on the Plan at the Company’s
address.



8









 





          (c) The Plan Administrator may delegate all or part of its administrative duties to one or
more agents and may retain advisors to assist it. The Plan Administrator may consult with and rely
upon the advice of counsel who may be counsel for the Company.



          (d) The Plan Administrator shall keep records of all relevant data about the rights of all
persons under the Plan. The Plan Administrator shall determine eligibility to participate, the
proper recipient of benefits, the service of any employee, and (subject to the limitations imposed
by Section 409A), instruct the Trustee (if any there be) on distributions.



          (e) The Plan Administrator may adjust any retirement benefit payable to a Participant or
Beneficiary under this Plan and may recoup overpayments if an error in relevant data or calculation
is discovered.



     7.2 Claims Procedure. The Plan’s claims procedure is set forth in the Plan’s
Administrative Appendix.



     7.3 Authority to Act for the Company or Employer.



          (a) Except as provided in 7.3(b), all authority of the Company or any Employer under this Plan
shall be exercised by the chief executive officer of the Company, who may delegate all or any part
of such authority.



          (b) The power to amend or terminate the Plan may be exercised only by the Board of Directors
of the Company (the “Board”), except as provided in 7.3(c). Notwithstanding the foregoing to the
contrary, the provisions set forth in the Administrative Appendix may be amended by either the
Board or the Plan Administrator.



          (c) Any officer of the Company may amend the Plan to make technical, administrative or
editorial changes on advice of counsel to comply with applicable law or to simplify or clarify the
Plan.



          (d) The Board of Directors of the Company or of an Employer shall have no administrative or
investment authority or function. Membership on the Board shall not make a person a plan
fiduciary.



          (e) Documents may be signed for the Committee by the chair, the secretary or other persons
designated by the Committee.



     7.4 Expenses; Indemnification.



          (a) The Plan Administrator shall not be compensated for services. The Plan Administrator
shall be reimbursed for all expenses.



9









 





          (b) The Company shall indemnify and defend any Plan fiduciary who is an officer, director or
employee of an Employer from any claim, loss, liability, or expense, including attorneys’ fees,
arising from any action or inaction in connection with the Plan, subject to the following:



          (c) Coverage shall be limited to actions taken in good faith that the fiduciary reasonably
believed were not contrary to the terms of the Plan.



          (d) Coverage shall be reduced to the extent of any insurance proceeds.



     7.5 Trust. Amounts payable to a Participant or Beneficiary under this Plan shall be
paid from the general assets of the Company (including without limitation the assets of any trust
established to fund payment of obligations hereunder) exclusively. A Participant’s right to Plan
distributions shall be no greater than the rights to payment of general, unsecured creditors of the
Company. The Company may, in its discretion, establish one or more grantor trusts (as defined in
Code Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company
shall not be obligated under any circumstances to fund its financial obligations under the Plan.
Any assets which the Company may acquire or set aside to defray its financial liabilities shall be
subject to the claims of its general creditors in the event of the Company’s insolvency. The assets
of any such trust shall not, at any time, be located outside of the United States or transferred
outside of the United States. References herein to a “Trustee” shall be to that person who is
responsible for administration and management of such a trust in accordance with its terms.



ARTICLE 8

MISCELLANEOUS PROVISIONS




     8.1 Information for Plan Administrator.



          (a) The Plan Administrator may accept as correct and rely on any information furnished by the
Company or an Employer. The Plan Administrator may not demand an audit, investigation or
disclosure of the records of the Company or any Employer.



          (b) The Plan Administrator may require satisfactory proof of data from a Participant,
surviving Spouse, joint or contingent annuitant or Beneficiary. A Participant will cooperate with
the Plan Administrator by furnishing any and all information requested by the Plan Administrator
and take such other actions as may be requested in order to facilitate the administration of the
Plan and the payments of benefits hereunder. The Plan Administrator may adjust any retirement
benefit if an error in relevant data is discovered.



     8.2 Applicable Law; Captions. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of California, to the extent not preempted by
federal law. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.



10









 





     8.3 Plan Binding on All Parties; Liability for Benefits. This Plan shall be binding
upon the heirs, personal representatives, successors and assigns of all present and future parties.
An Employer other than the Company shall have no liability to a Participant or a Participant’s
Beneficiary for payment of any benefits under the Plan.



     8.4 Not Contract of Employment. The adoption and maintenance of the Plan shall not
confer on any Participant any right to continue in the employ of an Employer, and shall not
interfere with the right of an Employer to discharge any person without regard to the effect that
such discharge might have on the person as a Participant. This Plan shall only create a contractual
obligation on the part of the Company, and shall not be construed as creating a trust or any
fiduciary relationship.



     8.5 Notices. Except as otherwise required or permitted under other provisions of this
Plan or under applicable law, any notice under this Plan shall be in writing and shall be effective
when actually delivered or, if mailed, when deposited postpaid as first-class mail. Notices to the
Company, Employer, or the Plan Administrator shall be directed to:


Corporate Benefits Office

Con-way Inc.

1717 NW 21st

Portland, OR 97209

PO Box 3680

Portland, OR 97208




     8.6 Benefits Not Assignable. Neither a Participant nor any other person shall have
the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to be
unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by operation of law in
the event of a Participant’s or any other person’s bankruptcy or insolvency. The interest in the
benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by such Spouse in any manner,
including but not limited to such Spouse’s will, nor shall such interest pass under the laws of
intestate succession. Notwithstanding the preceding provisions of this section, the Plan
Administrator will recognize the provisions of a qualified domestic relations order as defined in
ERISA Section 206(d) that does not change the timing of the Participant’s benefit payments.



     8.7 Savings Clause. The Company intends the Plan to meet the requirements of Section
409A. Any Plan provision that does not meet such requirements shall be reformed so as to satisfy
such requirements if such reformation may be accomplished without substantially adversely affecting
a Participant’s benefits, and if in the good faith determination of the Plan Administrator such
result cannot be achieved, shall be treated as void. Moreover, for purposes of applying the
provisions of Section 409A to this Plan, each separately identified amount to which Participant is
entitled under this Plan shall be treated as a separate payment. In addition, to the



11









 







extent permissible under Section 409A, any series of installment payments under this Plan
shall be treated as a right to a series of separate payments.



     8.8 Payment of Withholding. As a condition of receiving benefits under the Plan, the
Participant shall pay the Company and/or the applicable Employer not less than the amount of all
applicable federal, state, local and foreign taxes required by law to be paid or withheld relating
to the receipt or entitlement to benefits hereunder. The Company may withhold taxes from any
benefits paid in its sole determination.



     8.9 Incompetent. If the Plan Administrator determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person
incapable of handling the disposition of that person’s property, the Plan Administrator may direct
payment of such benefit to the guardian, legal representative or person having the care and custody
of such minor, incompetent or incapable person. The Plan Administrator may require proof of
minority, incompetency, incapacity or guardianship, as it may deem appropriate and/or such
indemnification of the Plan Administrator, the Company and the Participant’s Employer and security,
as it deems appropriate, in its sole discretion, prior to distribution of the benefit. Any payment
of a benefit shall be a payment for the account of the Participant or the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.



     8.10 Legal Fees To Enforce Rights. If any Employer has failed to comply with any of
its obligations under the Plan or any agreement thereunder or, if any Employer or any other person
takes any action to declare the Plan void or unenforceable or institutes any litigation or other
legal action designed to deny, diminish or to recover from any Participant the benefits intended to
be provided, then the Company irrevocably authorizes such Participant to retain counsel chosen by
the Participant and agrees to pay the reasonable legal fees and expenses of the Participant
incurred in connection with the initiation or defense of any litigation or other legal action,
whether by or against the Company, any other Employer, or any director, officer, shareholder or
other person affiliated with the Company, or any successor thereto in any jurisdiction, provided
that such Participant prevails in such action.



     8.11 Coordination with Other Benefits. The benefits provided for a Participant and
the Participant’s Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the Company and its Affiliates.
In no event shall distributions under the Plan have the effect of increasing payments otherwise due
under the various retirement plans of the Company or its Affiliates.



     8.12 Effect of Payment. The full payment of the applicable benefit under Articles 5 or
6 of the Plan shall completely discharge all obligations to a Participant or Beneficiary under this
Plan.



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ARTICLE 9

AMENDMENT; TERMINATION




     9.1 Amendment. The Company 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 Company may amend the Plan retroactively to the
extent the Company is of the opinion that such an amendment is required to avoid the imposition of
additional tax liabilities on a Participant under 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. Finally, while the ability to amend the Plan generally
rests with the Company, acting through its Board, the provisions set forth in the Administrative
Appendix or the Compliance Appendix may be amended either by the Company or the Plan Administrator.



     9.2 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 Participant
accounts, but only if the accelerated distribution would not result in additional tax to the
Participants under Section 409A.



     IN WITNESS WHEREOF, the Company has amended and restated this Plan effective as of January 1,
2009.



	 	 	 	 	 
	 	CON-WAY INC.

 	 
	 	By:  	 	 
	 	Jennifer W. Pileggi, Senior Vice President, General
Counsel and Secretary	 
	 	
Dated:  December 1, 20008	 
	 




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ADMINISTRATIVE APPENDIX TO




CON-WAY INC.




SUPPLEMENTAL RETIREMENT SAVINGS PLAN

AMENDED AND RESTATED DECEMBER 2008




Claims Procedure



Claims for benefits shall be administered in accordance with the procedures set forth in this
Administrative Appendix and any additional written procedures that may be adopted from time to time
by the Plan Administrator. The Plan Administrator may designate one or more members of the
Committee or one or more persons in the Company’s corporate benefits department to act on behalf of
the full Committee to review and decide claims.





     A. Submission of Claim


A claim for benefit payment under this Plan shall be considered filed when a written request is
submitted to the Plan Administrator. The Plan Administrator shall respond to a claim in writing or
electronically. An authorized representative may act on behalf of a Participant or Beneficiary
(hereinafter “Claimant”) who claims benefits.




     B. Notice of Denial


Any time a claim for benefits is wholly or partially denied, the Claimant shall be given written or
electronic notice of such action within ninety (90) days after the claim is filed, unless special
circumstances require an extension of time for processing. If there is an extension, the Claimant
shall be notified of the extension and the reason for the extension within the initial 90-day
period. The extension shall not exceed 180 days after the claim is filed.



Such notice will indicate i) the reason for denial, ii) the specific provisions of the Plan on
which the denial is based, iii) an explanation of the claims appeal procedure including the time
limits applicable to the procedure and a statement of the Claimant’s right to bring a civil action
under section 502(a) of ERISA and iv) a description of any additional material or information
necessary to perfect the claim and an explanation of why such material or information is necessary.




     C. Right to Request Review


Any person who has had a claim for benefits denied by the Plan Administrator, who disputes the
benefit determination, or is otherwise adversely affected by action of the Plan Administrator,
shall have the right to request review by the Plan Administrator. The Plan Administrator or its
delegate shall provide a full and fair review that takes into account all comments, documents,
records, and other information submitted relating to the claim, without regard to whether the
information was previously submitted or considered in the initial benefit determination. Such


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request must be in writing, and must be made within sixty (60) days after such person receives
notice of the denial. If written request for review is not made within such 60-day period, the
Claimant shall forfeit his or her right to review. The Claimant shall be provided, upon request
and free of charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim for benefits. The Claimant may submit written comments,
documents, records and other information relating to the claim.




     D. Review of Claim


The Plan Administrator or its delegate shall then review the claim. The Plan Administrator or its
delegate may hold a hearing if it is deemed necessary and shall issue a written decision
reaffirming, modifying or setting aside the initial determination by the Plan Administrator within
a reasonable time and not later than sixty (60) days after receipt of the written request for
review, or 120 days if special circumstances, such as a hearing, require an extension. If an
extension is required, the Claimant shall be notified in writing or electronically within the
initial 60-day period of the extension, the special circumstances requiring the extension, and the
date by which the Plan expects to render a determination.



A copy of the decision shall be furnished to the Claimant. The decision shall set forth the
specific reasons for the decision and specific Plan provisions on which it is based, a statement
that the Claimant is entitled to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant to the claim, and a statement
of the Claimant’s right to bring a civil action under section 502(a) of ERISA. The decision shall
be final and binding upon the Claimant and all other persons involved.





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COMPLIANCE APPENDIX TO




CON-WAY INC.




SUPPLEMENTAL RETIREMENT SAVINGS PLAN

AMENDED AND RESTATED DECEMBER 2008



This Compliance Appendix to the Con-way Inc. Supplemental Retirement Savings Plan (the “Plan”)
documents the transition rules used for administration of the Plan implemented as a good faith
effort to comply with Section 409A prior to the final effective date of the final regulations
issued under Code Section 409A.



Generally, these transition rules were applicable to Plan benefits accrued or vested on or after
January 1, 2007. In 2008, the Plan was twice restated to comply with the final regulations under
Section 409A.



During 2007, the Plan relied on the following transition rules under Notice 2007-86:



Elections as to the time and form of payment of a Participant’s Account Balance under the Plan are
based on Participant’s election under the Con-Way Inc. 2005 Deferred Compensation Plan for
Executives and Key Employees (the “Deferred Compensation Plan”).



In 2007, the third party administrator’s web site for the Plan gave incorrect distribution options
for the Deferred Compensation Plan. During a special election period in 2007, Participants were
told that they had to modify their Deferred Compensation Plan distribution elections so that they
had a single time and form of payment for all 2007 deferrals (regardless of the source of the
compensation). These new elections also applied to this Plan. These new payment elections did not
allow amounts deferred to a later year to be paid in 2007, nor did they allow amounts payable in
2007 to be deferred to a later year. Accordingly, the payment elections complied with Section
3.01(B)(1)(.02) of Notice 2007-86.





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