Exhibit 10.1
                                CON-WAY INC.
                      RESTRICTED STOCK AWARD AGREEMENT

                           (Service-Based Vesting)

THIS AGREEMENT, granted on the [__] day of [______], 20[__], by Con-way Inc.,
a  Delaware corporation (hereinafter called "Company"), to [First Name] [Last
Name] (hereinafter called "Recipient").

                                 WITNESSETH:

WHEREAS,  Company has adopted the Con-way Inc. 2003 Equity Incentive Plan for
Non-Employee  Directors,  as  amended  from  time to time (as so amended, the
"Plan"), which Plan is incorporated in this Agreement by reference and made a
part of it;

WHEREAS, the Company encourages its Directors  to own shares of the Company's
stock and thereby to align their interests more closely with the interests of
the other stockholders of the Company, and desires  to  motivate Recipient by
providing Recipient with a direct interest in the Company's attainment of its
financial goals, and desires to provide a financial incentive  that will help
attract and retain the most qualified Directors; and

WHEREAS,  the  Company  has determined that it would be to the advantage  and
interest of the Company and  its  stockholders  to issue the restricted stock
provided for in this Agreement to the Recipient as an incentive for increased
efforts and successful achievements;

NOW, THEREFORE, the Company hereby grants to Recipient  this Restricted Stock
Award upon the following terms and conditions:

     1. Restricted Stock Award.  As of the date of this Agreement (the "Grant
        Date"), Company has issued to Recipient [_____] shares  of its Common
        Stock  (hereinafter called the "Stock") as a stock award ("Restricted
        Stock Award").   The Company may at its election either (a) after the
        Grant Date, issue a certificate representing the Stock subject to the
        Award and place a  legend  on and stop transfer notice describing the
        restrictions on and forfeitability  of  such Stock, in which case the
        Company may retain such certificates or deliver  such certificates to
        its designated agent unless and until the Stock represented  by  such
        certificate  has vested and may cancel such certificate if and to the
        extent that the  Stock  is  forfeited  or  otherwise  required  to be
        transferred  back  to  the  Company, or (b) not issue any certificate
        representing Stock subject to  this  Agreement  and  instead document
        Recipient'  s  interest  in  the  Stock  by  notifying  the Company's
        transfer  agent  ("Transfer Agent") and requesting that the  Transfer
        Agent hold the Stock  in book entry form in Recipient's name with the
        applicable restrictions  noted  in  the book entry system. Book entry
        adjustments shall be made as specified  in  Paragraph  5.  Subject to
        the  other  provisions  of this Agreement, Recipient shall  have  all
        rights of a stockholder with  respect thereto, including the right to
        vote,   to  receive  dividends  (including   stock   dividends),   to
        participate  in  stock  splits  or  other  recapitalizations,  and to
        exchange   such   shares   in   a   merger,  consolidation  or  other
        reorganization.   Recipient  hereby acknowledges  that  Recipient  is
        acquiring the Stock issued hereunder  for  investment  and not with a
        view to the distribution thereof, and that Recipient does  not intend
        to subdivide Recipient's interest in the Stock with any other person.


     2. Restrictions.

        (a)  Except as otherwise provided in the Plan, during the period when
        any  shares  of  Stock  issued  hereunder are subject to restrictions
        imposed pursuant to this Paragraph  2,  such shares of Stock shall be
        deemed  to  be  "Restricted  Securities"  and   shall  not  be  sold,
        transferred  by gift, pledged, hypothecated or otherwise  transferred
        or disposed of by Recipient until the restrictions on such Restricted
        Securities shall lapse as provided in Paragraph 3 hereof.

        (b)All Restricted  Securities  shall be subject to the limitations on
        transferability set forth in Section  6(e)  of  the Plan, except that
        the committee referred to in paragraph 12 may, in its discretion, (i)
        pursuant  to rules adopted by such committee, permit  transfer(s)  of
        Restricted Securities in connection with Recipient's estate planning,
        and (ii) permit transfers upon divorce or marital dissolution.

        (c)  Stocks  Held  in Book Entry Form.  Upon vesting of any shares of
        Stock held by Transfer  Agent  in  book entry form, the Company shall
        notify Transfer Agent of such vesting  and  Transfer Agent shall make
        all necessary book entry adjustments in accordance  with  Paragraph 5
        below.

        (d)  Stock  Evidenced  by  Certificate.  If the Company issues  stock
        certificates  in  accordance  with   Paragraph   1(a)   above,   such
        Restricted Securities shall be  evidenced by one or more certificates
        which bear the following legend:

          "These  shares  are  subject  to the restrictions enumerated in the
          Con-way Inc.  2003 Equity Incentive Plan for Non-Employee Directors
          and in the Restricted Stock Award  Agreement  dated  as  of [______
          __,]  20[__].  between  Con-way  Inc. and the registered holder  of
          these shares."

          Upon   vesting  of  any  shares  of  Stock   evidenced   by   stock
          certificates,  the Company shall cause new stock certificates to be
          issued to evidence  the  Stock.   In such case, all shares of Stock
          that have vested, and that therefore  are  no  longer classified as
          Restricted  Securities,  shall  be  evidenced by a new  certificate
          which does not bear the legend referred to above, which certificate
          shall be delivered to Recipient.

          All shares (if any) of Stock which remain  unvested  at  such time,
          and  which  therefore  continue  to  be  classified  as  Restricted
          Securities,  shall  be  evidenced by a new certificate bearing  the
          legend referred to above,  which  certificate shall be delivered to
          and held by the Company or its designated agent.

     3. Lapse of Restrictions; Vesting.

        (a) Subject to subparagraphs (b), (c),  (d) and (e) of this Paragraph
        (3), the restrictions imposed on the Restricted  Securities  pursuant
        to  Paragraph  2  above  shall  lapse, and the shares of Stock issued
        hereunder shall vest, in three (3)  equal installments, on the first,
        second and third anniversaries of the date of grant of the Restricted
        Stock Award.

        (b) If a "Change in Control" (as defined  in  the  Plan) occurs, then
        all shares of Stock (if any) that have not vested as  of  the date of
        such Change in Control shall vest on such date.

        (c) If the Recipient's service as a member of the Company's  Board of
        Directors  (the  "Board")  is  terminated  as  a  result  of death or
        Disability, then all shares of Stock (if any) that have not vested as
        of  the date of such termination of service shall vest on such  date.
        As used  herein,  "Disability" means a substantial mental or physical
        disability, as determined  by  the committee referred to in paragraph
        12, in its sole discretion.

        (d)  If the Recipient is serving  as  a  member  of the Board when he
        attains the age of 72 years, then all shares of Stock shall vest upon
        the Recipient reaching age 72.

        (e)  If the Recipient leaves the Board at the end of his or her term,
        then  all shares of Stock (if any) that have not vested  as  of  such
        date shall vest when the Recipient leaves the Board.

        (f)  The  vesting  provisions  of  this  Paragraph  3 are intended to
        supersede  the vesting provisions contained in Section  6(f)  of  the
        Plan.

     4. Additional Securities.   Any securities or other property (other than
        cash) received as the result  of  ownership  of Restricted Securities
        (hereinafter called "Additional Securities"),  including,  but not by
        way  of  limitation,  warrants  and  securities  received  as a stock
        dividend  or  stock  split,  or as a result of a recapitalization  or
        reorganization, shall be handled  by  the  Company in the same manner
        and subject to the same conditions as the Restricted  Securities with
        respect  to which they were issued.  Recipient shall be  entitled  to
        direct the Company or its designated agent to exercise any warrant or
        option received  as  Additional  Securities  upon supplying the funds
        necessary to do so, in which event the securities  so purchased shall
        constitute Additional Securities, or Recipient may direct the Company
        or its designated agent to sell any such warrant or  option, in which
        event  the proceeds thereof shall be remitted to Recipient.   In  the
        event any Restricted Securities or Additional Securities consist of a
        security  by  its terms or otherwise convertible into or exchangeable
        for another security at the election of the holder thereof, Recipient
        may exercise any  such  right  of conversion or exchange in the event
        the  failure to exercise or delay  in  exercising  such  right  would
        result  in  its  loss  or  diminution in value, and any securities so
        acquired shall be deemed Additional  Securities.  In the event of any
        change in certificates evidencing Restricted Securities or Additional
        Securities, issued by the Company pursuant  to  Paragraph 1(a) above,
        by   reason   of  any  recapitalization,  reorganization   or   other
        transaction which  results  in the creation of Additional Securities,
        the Company may take any actions it determines appropriate to reflect
        the changes to such Restricted  Securities  or Additional Securities,
        which  shall  be  deemed  to  be  Additional Securities.   Additional
        Securities shall be subject to the conditions imposed by Paragraphs 2
        and 3 above in the same manner as the  conditions  thereunder  are or
        would  be  applicable  to  the  Restricted Securities with respect to
        which they were delivered.

     5. Book Entry Adjustments.  The Transfer  Agent  shall  maintain  a book
        entry  account  (the  "Account") to indicate the number of Restricted
        Securities and Additional Securities held thereunder (the "Book-Entry
        Shares") and, upon notification by the Company, shall make book entry
        adjustments to reflect  releases  of  Book-Entry  Shares to Recipient
        pursuant to the terms of this Agreement.  When Book-Entry  Shares are
        to be transferred to Recipient, the Transfer Agent shall, unless  the
        Company  requests that such shares be evidenced by certificates, make
        appropriate  book entry adjustments to the accounts maintained by the
        Transfer Agent  on  behalf  of  Recipient.   The Transfer Agent shall
        advise  the  Company  and  Recipient  in writing of  changes  to  the
        Account, and the Transfer Agent shall make  the information contained
        in the Account, as it may be updated from time to time, available for
        inspection  by  the  Company  and  Recipient  upon  their  reasonable
        request.

     6. Taxes.   Recipient  agrees to make appropriate arrangements  for  the
        satisfaction  of  any applicable  federal,  state  or  local  income,
        employment or other  tax  withholding  requirements applicable to the
        receipt of Stock hereunder or the lapse  of  forfeiture  restrictions
        with respect thereto.

     7. Distributions.   Company  shall  transmit  to Transfer Agent for  the
        account of Recipient all dividends, interest  and other distributions
        paid  or  made with respect to Restricted Securities  and  Additional
        Securities.   Transfer  Agent  shall,  upon receipt thereof, disburse
        forthwith  to  Recipient,  less  any  applicable   federal  or  state
        withholding  taxes,  any  dividends, interest or other  distributions
        paid  or  made  in  cash  on  Restricted   Securities  or  Additional
        Securities, and shall hold as Additional Securities  subject  to  the
        provisions  of  this  Agreement,  any securities or other property so
        received.

     8. Successors.  This Agreement shall be  binding upon and shall inure to
        the  benefit  of  the  parties  hereto  and their  respective  heirs,
        executors, administrators, successors and assigns.

     9. Notice.   Any notice or other paper required  to  be  given  or  sent
        pursuant to  the  terms of this Agreement shall be sufficiently given
        or served hereunder  to  any  party when transmitted by registered or
        certified mail, postage prepaid,  addressed to the party to be served
        as follows:

        Company:     Con-way Inc., 2855 Campus  Drive,  Suite 300, San Mateo,
                     CA  94403
                     Attn.: Corporate Secretary


        Recipient:   At Recipient's home address as it appears  most recently
                     in the books and records of the Company

     Any party may designate another address for receipt of notices  so  long
     as notice is given in accordance with this Paragraph 9.

     10.Amendment;  Modification.   This  Agreement  may  not  be modified or
        amended, except for a unilateral amendment by the Company  that  does
        not  materially  adversely  affect the rights of Recipient under this
        Agreement.  No party to this  agreement  may  unilaterally  waive any
        provision   hereof,   except  in  writing.   Any  such  modification,
        amendment or waiver signed  by,  or binding upon, Recipient, shall be
        valid and binding upon any and all  persons  or  entities who may, at
        any  time,  have  or  claim  any  rights  under or pursuant  to  this
        Agreement.

     11.Severability.  If any provision of this Agreement shall be invalid or
        unenforceable, such invalidity or unenforceability  shall attach only
        to  such  provision  and  shall  not in any manner affect  or  render
        invalid  or  unenforceable  any other  severable  provision  of  this
        Agreement, and this Agreement shall be carried out as if such invalid
        or unenforceable provision were not contained herein.

     12.Committee Decisions Conclusive.   All  decisions  of the committee of
        the Board which administers the Plan upon any question  arising under
        the Plan or under this Agreement shall be conclusive.

     13.Governing  Law.   The interpretation, performance and enforcement  of
        this Agreement shall  be  governed  by  the  laws  of  the  State  of
        Delaware.

     14.Counterparts.  This Agreement may be executed in counterparts, all of
        which taken together shall be deemed one original.

IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                    Con-way Inc.

                                    By:________________________
                                       Jennifer W. Pileggi
                                       Senior Vice President, General
                                       Counsel and Secretary




Acknowledgements:  The  undersigned  Recipient  acknowledges  receipt of, and
understands and agrees to, the terms and conditions of this Restricted  Stock
Award Agreement and the Plan.  Recipient further acknowledges that as of  the
date set forth herein, this Restricted Stock Award Agreement and the Plan set
forth  the  entire  understanding between Recipient and the Company regarding
the acquisition of stock  in  the  Company  under  the Plan and supersede all
prior oral and written agreements on this subject.

                                    RECIPIENT

                                    By: _________________________
                                        Name
                                        [Address]
                                        [Address]