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the changes necessary to keep the Plan compliant with Sections 162(m) and 409A of the Codeand also to make other administrative and clarifying changes to the Plan.**2.** **Definitions.**For purposes of the Plan, the following terms shall be defined as set forth below:“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgatedunder the Exchange Act, including a Business Unit.“Award” means any Option, SAR, Restricted Stock, Phantom Stock Unit, DividendEquivalent or Other Stock-Based Award or Other Cash-Based Award granted under the Plan.“Award Agreement” means any written agreement, contract, or other instrument ordocument evidencing an Award.“Board” means the Board of Directors of the Company.“Business Unit” means an entity, whether or not incorporated, more than 50% of theoutstanding ownership interests of which are owned by the Company, directly or indirectlythrough one or more ownership chains where each link in the chain owns more than 50% of theoutstanding ownership interests of the next link (either alone or together with other linksin the same chain or another chain).“Change in Control” means the occurrence of any one of the following events: (a) *25% of the Company’s Voting Securities Acquired by an Outsider*. Any “person”(as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than (i)the Company or its Affiliates, (ii) any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or its Affiliates, and (iii) anycorporation owned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of Stock) is or becomes the“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company (not including in the securities beneficiallyowned by such person any securities acquired directly from the Company or itsAffiliates) representing 25% or more of the combined voting power of the Company’s thenoutstanding voting securities;  (b) *Members of the Board as of January 1, 2006 cease to constitute a majority ofDirectors*. The following individuals cease for any reason to constitute a majority ofthe number of directors then serving on the Board: individuals who, on January 1, 2006,constitute the Board and any new director (other than a director whose initialassumption of office is in connection with an actual or threatened election contest,including but not limited to a consent solicitation, relating to the election ofdirectors of the Company) whose appointment or election by the Board or nomination forelection by the Company’s stockholders was approved or recommended by a vote of atleast two-thirds (2/3) of the directors then still in office who either were directorson January 1, 2006 or whose appointment, election or nomination for election waspreviously so approved or recommended;
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 (c) *Merger or Consolidation*. There is consummated a merger or consolidation of theCompany, a Subsidiary or an Affiliate with any other corporation or other entity, whichmerger or consolidation — (i) results in the voting securities of the Company outstandingimmediately prior thereto failing to represent (either by remaining outstandingor by being converted into voting securities of the surviving or parent entity)more than 50% of the combined voting power of the voting securities of theCompany or the surviving or parent entity outstanding immediately after suchmerger or consolidation, or  (ii) is effected to implement a recapitalization of the Company (orsimilar transaction) in which a “person” (as defined in clause (a) above),directly or indirectly, acquires 25% or more of the combined voting power of theCompany’s then outstanding securities (not including in the securitiesbeneficially owned by such person any securities acquired directly from theCompany or its Affiliates); (d) *Complete Liquidation or Disposition of more than 75% of the Company’s Assets*.The stockholders of the Company approve a plan of complete liquidation of the Companyor there is consummated an agreement for the sale or disposition by the Company ofassets having an aggregate book value at the time of such sale or disposition of morethan 75% of the total book value of the Company’s assets on a consolidated basis (orany transaction having a similar effect), other than any such sale or disposition bythe Company (including by way of spin-off or other distribution) to an entity, at least50% of the combined voting power of the voting securities of which are ownedimmediately following such sale or disposition by stockholders of the Company insubstantially the same proportions as their ownership of the Company immediately priorto such sale or disposition; or  (e) *Disposition of a Business Unit*. There is consummated the Disposition of aBusiness Unit; provided, however, that this clause (e) shall apply only to employeeswho (i) immediately prior to the Disposition of a Business Unit were employed by (andon the payroll of) the Business Unit that was the subject of the Disposition of aBusiness Unit (for purposes of this clause (e) the “Subject Business Unit”) and(ii) immediately following the Disposition of a Business Unit are employed by (and onthe payroll of) either (i) in the case of a sale of ownership interests within the meaningof clause (a) of the definition of Disposition of a Business Unit (or similartransaction or course of action under clause (c) of the definition ofDisposition of a Business Unit), the Subject Business Unit, its successor, or anemployer affiliated with the Subject Business Unit or its successor, or  (ii) in the case of a sale of assets within the meaning of clause (b)of the definition of Disposition of a Business Unit (or similar transaction orcourse of action under clause (c) of the definition of Disposition of a BusinessUnit), the purchaser of the assets, its successor, or an employer affiliatedwith the purchaser of the assets or its successor.Because severance agreements and severance plans are not intended to serve the same purposeas the Plan, whether benefits are payable under a severance agreement or a
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severance plan does not determine whether a “Change in Control” has taken place under thePlan.“Claimant” means any person who believes that he or she is not receiving the fullbenefits to which he or she is entitled under the Plan.“Code” means the Internal Revenue Code of 1986, as amended from time to time.“Committee” means the Compensation Committee of the Board, the composition of whichshall at all times satisfy the provisions of Rule 16b-3, Section 162(m) of the Code andapplicable New York Stock Exchange Rules; provided, however, that the Board may, if it sochooses, retain authority to administer all or any part of the Plan and, to the extent theBoard does so, references in the Plan to “Committee” shall mean and be references to theBoard. Notwithstanding the foregoing to the contrary, the administration of awards made toCovered Employees and which are intended as “performance-based compensation” shallexclusively be administered by the Committee and not by the Board.“Company” means Con-way Inc., a corporation organized under the laws of the State ofDelaware, or any successor corporation.“Covered Employee” has the meaning given by Section 162(m)(3) of the Code.“Disposition of a Business Unit” means a sale or other disposition, howevereffected, of a Business Unit which is either: (a) *Sale of Ownership Interests*. A sale by the Company or an Affiliate of the thenoutstanding ownership interests of the Business Unit having more than 50% of the thenexisting voting power of all outstanding ownership interests of the Business Unit,whether by merger, consolidation or otherwise, unless after the sale the Company, anAffiliate, or any trustee or other fiduciary holding securities under an employeebenefit plan of the Company, the Business Unit or any other Affiliate, individually orcollectively, directly or indirectly, owns the then outstanding ownership interests ofthe Business Unit having 50% or more of the then existing voting power of alloutstanding ownership interests of the Business Unit;  (b) *Sale of Assets*. The sale of all or substantially all of the assets of theBusiness Unit as a going concern; or  (c) *Other Transaction*. Any other transaction or course of action engaged in,directly or indirectly, by the Company, the Business Unit or an Affiliate that has asubstantially similar effect as the transactions of the type referred to in clause (a)or (b) above,except as provided in clause (y) or (z) below.A Disposition of a Business Unit may occur even if such Business Unit constitutes part of alarger enterprise at the time of the relevant Disposition of a Business Unit transaction andsuch Disposition of a Business Unit involves such larger enterprise. However, a “Dispositionof a Business Unit” shall not occur: (y) *Spin-off or Public Offering*. In the event of the sale or distribution ofownership interests (including, without limitation, a spin-off) of the Business Unit tostockholders of the Company, or the sale of assets of the Business Unit to anycorporation or other entity
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   owned, directly or indirectly, by the stockholders of the Company, in either case insubstantially the same proportions as their ownership of stock in the Company, or apublic offering of the ownership interests of the Business Unit (even if after thepublic offering the Company has no direct or indirect ownership interest in theBusiness Unit), or (z) *Liquidation*. In the event of the closing down or liquidation of the BusinessUnit, even if the Business Unit sells all or substantially all of its assets.“Dividend Equivalent” means a right, granted to a Grantee under Section 11(b)(v), toreceive cash or Stock equal in value to dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or inconnection with another Award, and may be paid currently or on a deferred basis.“Effective Date” of this amendment means January 1, 2009; the Plan’s OriginalEffective Date means January 23, 2006, the date that the Plan was adopted by the Board.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.“Exchange Act” means the Securities Exchange Act of 1934, as amended from time totime, and as now or hereafter construed, interpreted and applied by regulations, rulings andcases.“Fair Market Value” per share of Stock as of a particular date means: (a) the closing sales price per share of Stock on that date on the nationalsecurities exchange on which the Stock is principally traded or, if the exchange is notopen or for any other reason there are no sales of Stock on that date, the closingsales price per share of Stock for the last preceding date on which there was a sale ofsuch Stock on such exchange; or  (b) if the shares of Stock are then traded in an over-the-counter market, theaverage of the closing bid and asked prices for the shares of Stock on that date insuch over-the-counter market or, if the market is not open or for any other reasonthere are no sales of Stock on that date, the average of the closing bid and askedprices on the last preceding date on which there was a sale of such Stock in suchmarket; or  (c) if the shares of Stock are not then listed on a national securities exchange ortraded in an over-the-counter market, such value as the Committee, in its solediscretion, shall determine.“Grantee” means a person who, as an employee of the Company, a Subsidiary or anAffiliate, has been granted an Award under the Plan.“ISO” means any Option intended to be and designated as an incentive stock optionwithin the meaning of Section 422 of the Code.“NQSO” means any Option that is designated as a non-qualified stock option.“Option” means a right, granted to a Grantee under Section 7, to purchase shares ofStock. An Option may be either an ISO or an NQSO; provided that ISOs may be granted only toemployees of the Company or a Subsidiary.
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“Other Cash-Based Award” means an Award which is not denominated or valued byreference to Stock, including an Award which is subject to the attainment of PerformanceGoals or otherwise as permitted under the Plan and including an Award under the CNF Inc.Value Management Plan.“Other Stock-Based Award” means an Award, other than an Option, SAR, RestrictedStock, Phantom Stock Unit, or Dividend Equivalent, that is denominated or valued in whole orin part by reference to Stock and is payable in cash or in Stock.“Performance Goals” means performance goals based on one or more of the followingcriteria: (a) pre-tax income, after-tax income, or operating income or profit, in each casecomputed with appropriate adjustments,  (b) return on equity, assets, capital or investment,  (c) earnings or book value per share,  (d) working capital,  (e) sales or revenues, in each case computed with appropriate adjustments (such asdeducting sales commissions and purchased transportation),  (f) accounts receivable or days sales outstanding,  (g) operating or administrative expense in the absolute or as a percent of revenue,  (h) stock price appreciation or total stockholder return (stock price appreciationplus dividends),  (i) operational efficiency factors,  (j) safety (accidents), and  (k) implementation or completion of critical projects or processes.Where applicable, the Performance Goals may be expressed in terms of attaining a specifiedlevel of the particular criteria or the attainment of a percentage increase or decrease inthe particular criteria, and may be applied to one or more of the Company, a Subsidiary, anAffiliate, a Business Unit, or a division the Company, a Subsidiary, an Affiliate, or aBusiness Unit, or may be applied to the performance of the Company relative to a marketindex, a group of other companies or a combination thereof, all as determined by theCommittee. The Performance Goals may include a threshold level of performance below which nopayment will be made (or no vesting will occur), levels of performance at which specifiedpayments will be made (or specified vesting will occur), and a maximum level of performanceabove which no additional payment will be made (or at which full vesting will occur). Eachof the foregoing Performance Goals shall be determined in accordance with generally acceptedaccounting principles and shall be subject to certification by the Committee with respect toCovered Employees; provided that the Committee shall have the authority to make equitableadjustments to the Performance Goals in recognition of unusual or non-recurring eventsaffecting the Company or any Subsidiary or Affiliate or the financial statements of theCompany or any Subsidiary or Affiliate, in response to changes in applicable laws orregulations, or to account for items of gain, loss or expense determined to be extraordinaryor
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unusual in nature or infrequent in occurrence or related to the disposal of a segment of abusiness or related to a change in accounting principles.“Phantom Stock Unit” means a right granted or issued under Section 10 to receiveStock or cash at the end of a specified deferral period, which right may be conditioned onthe satisfaction of certain requirements (including the satisfaction of certain PerformanceGoals).“Plan” means this Con-way Inc. 2006 Equity and Incentive Plan, as amended from timeto time.“Plan Year” means a calendar year.“Restricted Stock” means an Award of shares of Stock to a Grantee under Section 9that may be subject to certain transferability and other restrictions and to a risk offorfeiture (including by reason of not satisfying certain Performance Goals).“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by theSecurities and Exchange Commission under the Exchange Act, including any successor to suchRule.“Stock” means shares of the common stock, par value $0.625 per share, of theCompany.“SAR” or “Stock Appreciation Right” means the right allowing a Grantee underSection 8 to elect to receive an amount equal to the appreciation in the Fair Market Valueof Stock from the grant date to the exercise date, with payment to be made in cash or Stockas specified in the Award or determined by the Committee.“Subsidiary” means any corporation in an unbroken chain of corporations beginningwith the Company if, at the time of granting of an Award, each of the corporations (otherthan the last corporation in the unbroken chain) owns stock possessing 50% or more of thetotal combined voting power of all classes of stock in one of the other corporations in thechain.**3.** **Administration.**The Plan shall be administered by the Committee. The Committee shall have the authority inits discretion, subject to and not inconsistent with the express provisions of the Plan toadminister the Plan and to exercise all the powers and authorities either specificallygranted to it under the Plan or necessary or advisable in the administration of the Plan,including, without limitation, the power and authority: (a) to grant Awards;  (b) to determine the persons to whom and the time or times at which Awards shall begranted;  (c) to determine the type and number of Awards to be granted, the number of sharesof Stock to which an Award may relate and the terms, conditions, restrictions andPerformance Goals relating to any Award;  (d) to determine Performance Goals no later than such time as is required to ensurethat an underlying Award which is intended to comply with the requirements of Section162(m) of the Code so complies;
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 (e) to determine whether, to what extent, and under what circumstances an Award maybe settled, canceled, forfeited, exchanged, or surrendered;  (f) to make adjustments in the terms and conditions (including Performance Goals)applicable to Awards;  (g) to designate Affiliates;  (h) to construe and interpret the Plan and any Award;  (i) to prescribe, amend and rescind rules and regulations relating to the Plan;  (j) to determine the terms and provisions of the Award Agreements (which need notbe identical for each Grantee); and  (k) to make all other determinations deemed necessary or advisable for theadministration of the Plan.Notwithstanding the foregoing and except as otherwise provided in Section 5(g) below, theCommittee shall not have the power and authority to lower the exercise price of anyoutstanding Option or SAR, nor shall the Committee have the power and authority to settle,cancel or exchange any outstanding option or SAR in consideration for the grant of a newAward with a lower exercise price, and the Committee may only grant those Awards that eithercomply with the applicable requirements of Section 409A of the Code or do not result in thedeferral of compensation within the meaning of Section 409A of the Code.The Committee may appoint a chairperson and a secretary and may make such rules andregulations for the conduct of its business as it shall deem advisable, and shall keepminutes of its meetings. All determinations of the Committee shall be made by a majority ofits members either present in person or participating by conference telephone at a meetingor by written consent. The Committee may delegate to one or more of its members or to one ormore agents such power and authority as it may deem advisable (including the authorizationpermitted by Section 157(c) of the Delaware General Corporation Law), and the Committee orany person to whom it has delegated power and authority as aforesaid may employ one or morepersons to render advice with respect to any responsibility the Committee or such person mayhave under the Plan. All decisions, determinations and interpretations of the Committeeshall be final and binding on all persons, including the Company, and any Subsidiary,Affiliate or Grantee (or any person claiming any rights under the Plan from or through anyGrantee) and any stockholder, subject to Section 15 (Claims Procedures).No member of the Board or Committee shall be liable for any action taken or determinationmade in good faith with respect to the Plan or any Award granted hereunder.**4.** **Eligibility.**Awards may be granted to selected employees of the Company and its present or futureSubsidiaries and Affiliates, in the discretion of the Committee. In determining the personsto whom Awards shall be granted and the type of any Award (including the number of shares tobe covered by such Award), the Committee shall take into account such factors as theCommittee shall deem relevant in connection with accomplishing the purposes of the Plan.
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**5.** **Stock Subject to the Plan.** (a) *Plan Limit.*The maximum number of shares of Stock reserved for issuancepursuant to Awards granted under the Plan over the term of the Plan is 6,200,000,subject to adjustment as provided in subsection (g). Each share of Restricted Stock,each Phantom Stock Unit payable in shares of Stock and each share of Stock subject toan Other Stock-Based Award that is granted shall reduce the pool by 1.72 shares.Determinations made in respect of the limitations set forth in this Section 5 shall bemade in a manner consistent with the rules of the New York Stock Exchange (or any otherapplicable stock exchange).  (b) *Individual Limit.*The maximum number of shares of Stock with respect to whichOptions or SARs may be granted to a single individual over the term of the Plan is1,550,000, subject to adjustment as provided in subsection (g). Determinations made inrespect of the limitation set forth in the preceding sentence shall be made in a mannerconsistent with Section 162(m) of the Code.  (c) *ISO Limit.*The maximum number of shares of Stock that may be issued in theaggregate in respect of ISOs to all Grantees over the term of the Plan is 6,200,000,subject to adjustment as provided in subsection (g). Determinations made in respect ofthe limitation set forth in the preceding sentence shall be made in a manner consistentwith Sections 422 and 424 of the Code.  (d) *Limit on Restricted Stock, Phantom Stock Units and Other Stock-Based Awards.*The maximum number of shares of Stock that may be issued in the aggregate in respect ofRestricted Stock, Phantom Stock Units and Other Stock-Based Awards to all Grantees overthe term of the Plan is 3,604,650, and the maximum number of shares of Stock that maybe awarded in the form of Restricted Stock and Phantom Stock Units to a singleindividual over the term of the Plan is 500,000, in each case subject to adjustment asprovided in subsection (g).  (e) *Source of Shares.*Such shares may, in whole or in part, be authorized butunissued shares or shares that shall have been or may be reacquired by the Company inthe open market, in private transactions or otherwise.  (f) *Adjustments to the Number of Shares that may be Issued.* (i) *Options.*If an Option expires, is surrendered, or becomesunexercisable without having been exercised in full, the unissued or retainedshares of Stock shall become available for future grant under the Plan. Unissued shares of Stock that are retained by the Company, or issued shares that aresurrendered by the Grantee to the Company, in each case upon exercise of anOption in order to satisfy the exercise price for such Option or any withholdingtaxes due with respect to such exercise, shall not be available for future grantunder the Plan.  (ii) *SARs.*The number of shares that may be issued under the Planshall not be reduced by the grant or exercise of SARs that can be settled onlywith cash. If an SAR may be settled with Stock, the number of shares that may beissued under the Plan shall be reduced upon grant by the full number of sharessubject to the SAR. If an SAR that may be settled with stock expires withoutexercise or is settled with cash, the shares of Stock shall become available forfuture grant under the Plan. If an SAR is granted in tandem with an Option (sothat the
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   exercise of one reduces or eliminates the extent to which the other can beexercised), the number of shares of Stock that may be issued under the Planshall be reduced upon grant by the total number of shares of Stock that aresubject to the tandem Option and SAR, and if a tandem Option and SAR expireswithout exercise or is settled with cash the shares of Stock subject to suchtandem Option and SAR shall become available for future grant. Shares of Stockthat otherwise would be issued with respect to a SAR but are instead retainedin order to satisfy withholding taxes shall not be available for new Awards.  (iii) *Restricted Stock.*If shares of Restricted Stock are withheldupon vesting to cover taxes, such shares shall not become available for futuregrant under the Plan. Shares of Restricted Stock that are forfeited shall becomeavailable for future grant under the Plan, on the basis of 1.72 shares for everysuch share of Restricted Stock.  (iv) *Phantom Stock Units.*The number of shares that may be issuedunder the Plan shall not be reduced by the grant or exercise of Phantom StockUnits that can be settled only with cash. If a Phantom Stock Unit may be settledwith Stock, the number of shares that may be issued under the Plan shall bereduced at the time of grant by 1.72 times the full number of shares subject tothe Phantom Stock Unit. If a Phantom Stock Unit that may be settled with Stockis forfeited, canceled, exchanged, surrendered or expires without a distributionof shares to the Grantee or is settled with cash, the shares of Stock shallbecome available for future grant under the Plan, on the basis of 1.72 sharesfor every such Phantom Stock Unit. Shares of Stock that otherwise would beissued with respect to a Phantom Stock Unit but are instead retained in order tosatisfy withholding taxes shall not be available for new Awards.  (v) *Other Stock-Based Awards.*The number of shares that may be issuedunder the Plan shall not be reduced by the grant or exercise of OtherStock-Based Awards that can be settled only with cash. If an Other Stock-BasedAward may be settled with Stock, the number of shares that may be issued underthe Plan shall be reduced upon grant by 1.72 times the full number of sharessubject to the Other Stock-Based Award. If an Other Stock-Based Award that maybe settled with Stock is forfeited, canceled, exchanged, surrendered or expireswithout a distribution of shares to the Grantee or is settled with cash, the shares of Stock with respect to such Other Stock-Based Award shall, to theextent of any such forfeiture, cancellation, exchange, surrender, termination,expiration or settlement, become available for future grant under the Plan, onthe basis of 1.72 shares for every share of Stock subject to such OtherStock-Based Award. Shares of Stock that otherwise would be issued with respectto a Stock-Based Award but are instead retained in order to satisfy withholdingtaxes shall not be available for new Awards. (g) *Reorganizations, etc.*In the event that the Committee shall determine that anydividend or other distribution (whether in the form of cash, Stock, or other property),recapitalization, Stock split, reverse split, reorganization, merger, consolidation,spin-off, combination, repurchase, or share exchange, or other similar corporatetransaction or event affects the Stock such that one or more adjustments or changes arenecessary in order to prevent dilution or enlargement of the rights of Grantees underthe Plan, then the Committee shall make such equitable changes or adjustments to
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any or all of (i) the number and kind of shares of Stock or cash that may thereafterbe issued in connection with Awards, (ii) the number and kind of shares of Stock orcash issued or issuable in respect of outstanding Awards, (iii) the exercise price,grant price, or purchase price relating to any Award; provided that, with respect toISOs, such adjustment shall be made in accordance with Section 424(a) of the Code,(iv) the Performance Goals, and (v) the individual limitations applicable to Awards.Any such adjustments or changes shall be made in a manner such that the effect onGrantees under the Plan is consistent with the effect of the corporate transaction onshareholders generally.**6.** **Terms of Awards.**Except as otherwise provided in the Plan, the term of each Award shall be for such period asmay be determined by the Committee. Subject to the terms of the Plan and any applicableAward Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon thegrant, maturation, or exercise of an Award may be made in Stock or cash, or a combinationthereof, as the Committee shall determine at the date of grant or thereafter and may be madein a single payment or transfer, in installments, or on a deferred basis. The Committee maymake rules relating to installment or deferred payments with respect to Awards, consistentwith Section 409A of the Code, including the rate of interest to be credited with respect tosuch payments. In addition to the foregoing, the Committee may impose on any Award or theexercise thereof, at the date of grant or thereafter, such additional terms and conditions,not inconsistent with the provisions of the Plan, as the Committee shall determine.**7.** **Options.**The Committee is authorized to grant Options to Grantees on the following terms andconditions: (a) *Type of Award*. The Award Agreement evidencing the grant of an Option under thePlan shall designate the Option as an ISO or an NQSO.  (b) *Exercise Price.*The exercise price per share of Stock purchasable under anOption shall be determined by the Committee; provided that, such exercise price shallbe not less than the Fair Market Value of a share on the date of grant of such Option.The exercise price for Stock subject to an Option may be paid in cash or by an exchangeof Stock previously owned by the Grantee, or a combination of both, in an amount havinga combined value equal to such exercise price.  (c) *Term and Exercisability of Options.*Options shall be exercisable over theexercise period (which shall not exceed ten years from the date of grant), at suchtimes and upon such conditions as the Committee may determine, as reflected in theAward Agreement; provided that the Committee shall have the authority to accelerate theexercisability of any outstanding Option at such time and under such circumstances asit, in its sole discretion, deems appropriate. An Option may be exercised to the extentof any or all full shares of Stock as to which the Option has become exercisable, bygiving written notice of such exercise to the Committee or its agent.  (d) *Termination of Employment, etc.*An Option may not be exercised unless theGrantee is then in the employ of the Company or a Subsidiary or an Affiliate (or acompany or a parent or subsidiary company of such company issuing or assuming theOption in a transaction to which Section 424(a) of the Code applies), and unless theGrantee has
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   remained continuously so employed since the date of grant of the Option; providedthat, the Award Agreement may contain provisions under which, in the event ofspecified terminations, the Option may continue to be exercisable to a date not laterthan the expiration date of such Option.  (e) *Other Provisions.*Options may be subject to such other conditions including,but not limited to, restrictions on transferability of the shares acquired uponexercise of such Options, as the Committee may prescribe in its discretion or as may berequired by applicable law.**8.** **SARs.**The Committee is authorized to grant SARs to Grantees on the following terms and conditions: (a) *In General*. Unless the Committee determines otherwise, an SAR (i) granted intandem with an NQSO may be granted at the time of grant of the related NQSO or at anytime thereafter or (ii) granted in tandem with an ISO may only be granted at the timeof grant of the related ISO. An SAR granted in tandem with an Option shall beexercisable only to the extent the underlying Option is exercisable.  (b) *SARs*. An SAR shall confer on the Grantee a right to receive an amount of cashor Stock with respect to each share subject thereto, upon exercise thereof, equal tothe excess of (i) the Fair Market Value of one share of Stock on the date of exerciseover (ii) the grant price of the SAR (which in the case of an SAR granted in tandemwith an Option shall be equal to the exercise price of the underlying Option, and whichin the case of any other SAR shall be such price as the Committee may determine, butnot less than the Fair Market Value of a share on the date of grant of such SAR).**9.** **Restricted Stock.**The Committee is authorized to grant Restricted Stock to Grantees on the following terms andconditions: (a) *Issuance and Restrictions*. Restricted Stock shall be subject to suchrestrictions on transferability and other restrictions as the Committee may impose atthe date of grant or thereafter, which restrictions may lapse separately or incombination at such times, under such circumstances, in such installments, orotherwise, as the Committee may determine; provided, however, notwithstanding theforegoing but subject to Section 14 hereof, each Restricted Stock Award shall besubject to restrictions, imposed at the date of grant, relating to either or both of(i) the attainment of Performance Goals by the Company or (ii) the continued employmentof the Grantee with the Company, a Subsidiary or an Affiliate. All performance-basedRestricted Stock Awards will have a minimum performance period of one (1) year, with novesting prior to the end of the performance period except in the case of specifiedevents, including, without limitation, death, Disability (which, for Plan purposes, isas defined in Treas. Reg. 1.409A-3(i)(4)) or a Change in Control. With respect to any shares of Restricted Stock subject to restrictions which lapse solely based on theGrantee’s continuation of employment with the Company, a Subsidiary or an Affiliate,such restrictions shall lapse over a vesting schedule (so long as the Grantee remainsemployed with the Company, a Subsidiary or an Affiliate) no shorter in duration thanthree years from the date of grant; provided that, such vesting schedule may providefor partial or installment vesting from time to time during such period, subject toacceleration in the case of specified events,
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   including, without limitation, death, Disability or a Change in Control. Except tothe extent otherwise provided in an Award Agreement, a Grantee granted RestrictedStock shall have all of the rights of a stockholder including, without limitation,the right to vote Restricted Stock and the right to receive dividends thereon(subject to subsection (d) below). (b) *Forfeiture*. Upon termination of employment with the Company or a Subsidiary orAffiliate, during the applicable restriction period, Restricted Stock and any accruedbut unpaid dividends or Dividend Equivalents that are at that time subject torestrictions shall be forfeited; provided that the Committee may provide, by rule orregulation or in any Award Agreement, or may determine in any individual case, thatrestrictions or forfeiture conditions relating to Restricted Stock will be waived inwhole or in part in the event of terminations resulting from specified causes, and theCommittee may in other cases waive in whole or in part the forfeiture of RestrictedStock.  (c) *Certificates for Stock*. Restricted Stock granted under the Plan may beevidenced in such manner as the Committee shall determine. If certificates representingRestricted Stock are registered in the name of the Grantee, such certificates shallbear an appropriate legend referring to the terms, conditions, and restrictionsapplicable to such Restricted Stock, and the Company shall retain physical possessionof the certificate.  (d) *Dividends*. Dividends paid on Restricted Stock shall be paid at the dividendpayment date, in cash or in shares of unrestricted Stock having a Fair Market Valueequal to the amount of such dividends. Stock distributed in connection with a stocksplit or stock dividend, and distributed as a dividend, shall be subject torestrictions and a risk of forfeiture to the same extent as the Restricted Stock withrespect to which such Stock has been distributed.**10.** **Phantom Stock Units.**The Committee is authorized to grant Phantom Stock Units to Grantees, subject to thefollowing terms and conditions: (a) *Award and Restrictions*. Delivery of Stock or cash, as determined by theCommittee, will occur upon expiration of the deferral period specified for PhantomStock Units by the Committee. The expiration of the deferral period shall be consistentwith the requirements of Section 409A of the Code. The Committee may condition thevesting and/or payment of Phantom Stock Units, in whole or in part, upon the attainmentof Performance Goals.  (b) *Forfeiture*. Upon termination of employment during the applicable deferralperiod or portion thereof to which forfeiture conditions apply, or upon failure tosatisfy any other conditions precedent to the delivery of Stock or cash to which suchPhantom Stock Units relate, all Phantom Stock Units that are then subject to deferralor restriction shall be forfeited; provided that, the Committee may provide, by rule orregulation or in any Award Agreement, or may determine in any individual case, thatrestrictions or forfeiture conditions relating to Phantom Stock Units will be waived inwhole or in part in the event of termination resulting from specified causes, and theCommittee may in other cases waive in whole or in part the forfeiture of Phantom StockUnits.The Committee is also authorized to issue Phantom Stock Units to employees who have electedPhantom Stock Units as an investment alternative under deferred compensation plans,
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including the Company’s Deferred Compensation Plan for Executives and the Company’s 2005Deferred Compensation Plan for Executives. Such Awards may be settled hereunder by thedelivery of cash or shares of Stock and shall otherwise be subject to the terms andconditions of such plans.**11.** **Dividend Equivalents.**The Committee is authorized to grant Dividend Equivalents to Grantees. The Committee mayprovide, at the date of grant, that Dividend Equivalents shall be paid or distributed whenaccrued or shall be deemed to have been reinvested in additional Stock, or other investmentvehicles as the Committee may specify, provided that Dividend Equivalents (other thanfreestanding Dividend Equivalents) shall be subject to all conditions and restrictions ofthe underlying Awards to which they relate and shall be subject to the requirements ofSection 409A of the Code. A Dividend Equivalent cannot be made payable upon the exercise ofan Option or SAR unless it is a separate arrangement that independently satisfies Section409A of the Code.**12.** **Annual Incentive Compensation Program.**The Committee is authorized to grant Awards to Grantees pursuant to the Annual IncentiveCompensation Program in the form of Other Cash-Based Awards, as deemed by the Committee tobe consistent with the purposes of the Plan. Grantees will be selected by the Committee withrespect to participation for a Plan Year and may include all employees. Awards granted underthe Annual Incentive Compensation Program in respect of a Plan Year may be contingent on theattainment by the Company of one or more Performance Goals. The maximum payment that anyGrantee may receive pursuant to an Award granted under the Annual Incentive CompensationProgram in respect of any Plan Year shall be $3,000,000. Payments earned hereunder may bedecreased or, with respect to any Grantee who is not a Covered Employee, increased in thesole discretion of the Committee based on such factors as it deems appropriate. No paymentto any Covered Employee shall be made prior to the certification by the Committee that anyapplicable Performance Goals have been attained. The Committee may establish such otherrules applicable to the Annual Incentive Compensation Program to the extent not inconsistentwith Section 409A of the Code or, in the case of an Award intended to comply with Section162(m) of the Code, to the extent not inconsistent with Section 162(m) of the Code.**13.** **Other Stock-Based or Cash-Based Awards.**The Committee is authorized to grant Awards to Grantees in the form of Other Stock-BasedAwards or Other Cash-Based Awards, as deemed by the Committee to be consistent with thepurposes of the Plan. The Committee shall determine the terms and conditions of such Awardsat the date of grant or thereafter.Awards granted pursuant to this Section 13 may be granted with value and payment contingentupon the attainment of certain Performance Goals, so long as such goals relate to periods ofperformance in excess of one calendar year. If an Award is so granted and the Award isintended to comply with Section 162(m) of the Code the maximum payment that any Grantee mayreceive pursuant to such Awards in respect of any performance period shall be $3,000,000.Payments earned under such Awards may be decreased or, with respect to any Grantee who isnot a Covered Employee, increased in the sole discretion of the Committee based on suchfactors as it deems appropriate, and no payment to any Covered Employee
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shall be made prior to the certification by the Committee that any applicable PerformanceGoals have been attained.Whether or not value and payment of an Award is contingent upon the attainment ofPerformance Goals, payment of an Award granted pursuant to this Section 13 shall be madewithin two and one half months of the calendar year in which the Award vested, unlesspayment is deferred under terms consistent with Section 409A of the Code. The Committee mayestablish such other rules applicable to the Other Stock-Based or Cash-Based Awards to theextent not inconsistent with Section 409A of the Code or, in the case of an Award intendedto comply with Section 162(m) of the Code, to the extent not inconsistent with Section162(m) of the Code.**14.** **Change in Control Provisions.**Unless otherwise determined by the Committee at the time of grant and evidenced in an AwardAgreement or in a plan pursuant to which Awards are granted, in the event of a Change inControl: (a) any Award carrying a right to exercise that was not previously exercisable andvested shall become fully exercisable and vested; and  (b) the restrictions, payment conditions, and forfeiture conditions applicable toany other Award granted under the Plan shall lapse and such Awards shall be deemedfully vested, and any Performance Goals imposed with respect to Awards shall be deemedto be fully achieved.However, payment of an Award shall not be accelerated unless the Change in Control alsoconstitutes a “change in the ownership or effective control of the corporation, or in theownership of a substantial portion of the assets of the corporation,” within the meaning ofSection 409A(2)(A)(v) of the Code.**15.** **Claims Procedures.** (a) *Presentation of Claim*. Any Claimant may deliver to the Plan Administrator awritten claim for a determination with respect to the amounts distributable to suchClaimant from the Plan. If such a claim relates to the contents of a notice received bythe Claimant, the claim must be made within sixty (60) days after such notice wasreceived by the Claimant. All other claims must be made within 180 days of the date onwhich the event that caused the claim to arise occurred. The claim must state withparticularity the determination desired by the Claimant:  (b) *Notification of Decision*. The Plan Administrator shall consider a Claimant’sclaim within a reasonable time, and shall notify the Claimant in writing: (i) that the Claimant’s requested determination has been made, andthat the claim has been allowed in full; or  (ii) that the Committee has reached a conclusion contrary, in whole orin part, to the Claimant’s requested determination, and such notice must setforth in a manner calculated to be understood by the Claimant:  (iii) the specific reason(s) for the denial of the claim, or any partof it;
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 (iv) specific reference(s) to pertinent provisions of the Plan uponwhich such denial was based;  (v) a description of any additional material or information necessaryfor the Claimant to clarify or perfect the claim, and an explanation of why suchmaterial or information is necessary; and  (vi) an explanation of the claim review procedure set forth inparagraph (c) below. (c) *Review of a Denied Claim*. Within sixty (60) days after receiving a notice fromthe Committee that a claim has been denied, in whole or in part, a Claimant (or theClaimant’s duly authorized representative) may file with the Committee a writtenrequest for a review of the denial of the claim. Thereafter, but not later than thirty(30) days after the review procedure began, the Claimant (or the Claimant’s dulyauthorized representative): (i) may review pertinent documents;  (ii) may submit written comments or other documents; and/or  (iii) may request a hearing, which the Plan Administrator, in its solediscretion, may grant. (d) *Decision on Review*. The Plan Administrator shall render its decision on reviewpromptly, and not later than sixty (60) days after the filing of a written request forreview of the denial, unless a hearing is held or other special circumstances requireadditional time, in which case the Plan Administrator’s decision must be renderedwithin 120 days after such date. Such decision must be written in a manner calculatedto be understood by the Claimant and it must contain: (i) specific reasons for the decision;  (ii) specific reference(s) to the pertinent Plan provisions upon whichthe decision was based; and  (iii) such other matters as the Committee deems relevant. (e) *Determinations*. All benefit claim determinations shall be made in accordancewith governing plan documents. Where appropriate, the Plan provisions must be appliedconsistently with respect to similarly-situated Claimants.  (f) *Exhaustion of Administrative Remedies*. The Claimant must exhaust theseadministrative remedies prior to commencing any other proceeding with respect to claimsarising under the Plan.  (g) *Effective Date*. This Section shall apply to all Awards outstanding as ofJanuary 1, 2006, under the CNF Inc. 1997 Equity and Incentive Plan, in addition to theAwards granted under this Plan.
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**16.** **General Provisions.** (a) *Nontransferability*. Unless otherwise provided in an Award Agreement for anAward other than an ISO, Awards shall not be transferable by a Grantee except by willor the laws of descent and distribution or pursuant to a qualified domestic relationsorder as defined under the Code or Title I of ERISA, and shall be exercisable duringthe lifetime of a Grantee only by such Grantee or his guardian or legal representative.  (b) *No Right to Continued Employment, etc*. Nothing in the Plan or in any Awardgranted or any Award Agreement or other agreement entered into pursuant hereto shallconfer upon any Grantee the right to continue in the employ of the Company, anySubsidiary or any Affiliate or to be entitled to any remuneration or benefits not setforth in the Plan or such Award Agreement, or other agreement or to interfere with orlimit in any way the right of the Company or any such Subsidiary or Affiliate toterminate such Grantee’s employment.  (c) *Taxes*. The Company or any Subsidiary or Affiliate is authorized to withholdfrom any Award granted, any payment relating to an Award under the Plan, including froma distribution of Stock, or any other payment to a Grantee, amounts of withholding andother taxes due in connection with any transaction involving an Award (not to exceedthe statutory minimum), and to take such other action as the Committee may deemadvisable to enable the Company and Grantees to satisfy obligations for the payment ofwithholding taxes and other tax obligations relating to any Award. This authority shallinclude authority to withhold or receive Stock or other property and to make cashpayments in respect thereof in satisfaction of a Grantee’s tax obligations. If Stock isdistributed to a Grantee with respect to an Award or the exercise thereof, and thewithholding taxes exceed any cash being distributed at the same time, the Grantee mayelect to have shares of Stock withheld sufficient to satisfy the withholding taxes thatare in excess of such cash.  (d) *Stockholder Approval; Amendment and Termination*. The Plan previously tookeffect on the Original Effective Date, but the Plan and any grants of Awards shall besubject to the approval of the stockholders of the Company, which approval must occurwithin twelve (12) months of the Original Effective Date. If the stockholders of theCompany do not so approve the Plan (either because they did not vote on the Plan withinthe twelve (12) months or because they voted on the Plan within the twelve (12) monthsbut did not approve it), the Plan and all rights hereunder shall immediately terminateand no Grantee or transferee shall have any rights under the Plan or any AwardAgreement. The Board may at any time and from time to time alter, amend, suspend, orterminate the Plan in whole or in part; provided, however, that no amendment shall beeffective without stockholder approval if such approval is required by law or New YorkStock Exchange rules. Notwithstanding the foregoing, no amendment shall affectadversely any of the rights of any Grantee, without such Grantee’s consent, under anyAward theretofore granted under the Plan. Unless earlier terminated by the Boardpursuant to the provisions of the Plan, the Plan shall terminate on the tenthanniversary of its Original Effective Date. No Awards shall be granted under the Planafter such termination date.  (e) *Section 409A*. If any provision of this Plan, an Award Agreement, or a planpursuant to which Awards are granted would cause compensation to be includible in aGrantee’s income pursuant to Section 409A(a)(1)(A) of the Code, such provision shall bevoid, and the Plan, Award Agreement, or such plan shall be amended retroactively insuch a
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   way as to achieve substantially similar economic results without causing suchinclusion. The Company intends the Plan to meet the requirements of Section 409A ofthe Code, the regulations thereunder, and any additional guidance provided by theTreasury Department. The Committee shall interpret the Plan in such a way as to meetsuch requirements. Moreover, for purposes of applying the provisions of Section 409Aof the Code to this Plan, each separately identified Award to which a Grantee isentitled under this Plan shall be treated as a separate payment. In addition, to theextent permissible under Section 409A of the Code, any series of installment paymentsunder this Plan shall be treated as a right to a series of separate payments.  (f) *No Rights to Awards; No Stockholder Rights*. No Grantee shall have any claim tobe granted any Award under the Plan, and there is no obligation for uniformity oftreatment of Grantees. Except as provided specifically herein, a Grantee or atransferee of an Award shall have no rights as a stockholder with respect to any sharescovered by the Award until the date of the issuance of a stock certificate to him forsuch shares.  (g) *Unfunded Status of Awards*. The Plan is intended to constitute an “unfunded”plan for incentive compensation. With respect to any payments not yet made to a Granteepursuant to an Award, nothing contained in the Plan or any Award shall give any suchGrantee any rights that are greater than those of a general creditor of the Company.  (h) *No Fractional Shares*. No fractional shares of Stock shall be issued ordelivered pursuant to the Plan or any Award. The Committee shall determine whether cashor other Awards shall be issued or paid in lieu of such fractional shares or whethersuch fractional shares or any rights thereto shall be forfeited or otherwiseeliminated.  (i) *Regulations and Other Approvals* (i) The obligation of the Company to sell or deliver Stock withrespect to any Award granted under the Plan shall be subject to all applicablelaws, rules and regulations, including all applicable federal and statesecurities laws, and the obtaining of all such approvals by governmentalagencies as may be deemed necessary or appropriate by the Committee.  (ii) Each Award is subject to the requirement that, if at any time theCommittee determines, in its absolute discretion, that the listing, registrationor qualification of Stock issuable pursuant to the Plan is required by anysecurities exchange or under any state or federal law, or the consent orapproval of any governmental regulatory body is necessary or desirable as acondition of, or in connection with, the grant of an Award or the issuance ofStock, no such Award shall be granted or payment made or Stock issued, in wholeor in part, unless listing, registration, qualification, consent or approval hasbeen effected or obtained free of any conditions not acceptable to theCommittee.  (iii) In the event that the disposition of Common Stock acquiredpursuant to the Plan is not covered by a then current registration statementunder the Securities Act of 1933, as amended, and is not otherwise exempt fromsuch registration, such Stock shall be restricted against transfer to the extentrequired by the Securities Act of 1933, as amended, or regulations thereunder,and the Committee may require a Grantee receiving Stock pursuant to the Plan, asa condition precedent to receipt of such Stock, to represent to the Company
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   in writing that the Stock acquired by such Grantee is acquired for investmentonly and not with a view to distribution. *(j)* *Governing Law*. The Plan and all determinations made and actions taken pursuanthereto shall be governed by the laws of the State of Delaware without giving effect tothe conflict of laws principles thereof. Nothing in this document shall suggest thatthe Plan is subject to ERISA.       **CON-WAY INC.**         By:         Jennifer W. Pileggi    Senior Vice President, General Counsel and Secretary    2006 Equity and Incentive Plan    2008 Amendment    Executed: December 1, 2008  
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