Exhibit 10.56
 CON-WAY INC.
VALUE MANAGEMENT PLAN
(2008 Amendment and Restatement)
 TABLE OF CONTENTS
 1.
    
    Purpose; Effective Date; Administration
    
    
    12.
    
    Definitions
    
    
    33.
    
    Eligibility
    
    
    54.
    
    Vesting
    
    
    65.
    
    Amount of Award Payout
    
    
    76.
    
    Payment of Award
    
    
    77.
    
    Special Award Cycles
    
    
    88.
    
    Amendment; Termination
    
    
    9Appendix A  Illustrative Examples
    
    
    10
 1. Purpose; Effective Date; Administration.
   (a)
    
    the third paragraph of Section 3 and changes made to the definition of
Beginning Base Salary shall instead apply to Award Cycles beginning on or after January
1, 2005;(b)
    
    changes made by this 2008 Amendment and Restatement shall not serve to increase
an Award Payout to any covered employee within the meaning of Section 162(m) of the
Internal Revenue Code with respect to any Award Cycle beginning before January 1, 2006;
and
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(c)
    
    Awards that vested prior to December 1, 2005 shall be subject to the terms of
the VMP as in effect immediately prior to the 2006 Amendment and Restatement.
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2. Definitions.
  Absolute Performance Matrix
 Absolute Performance Payout
  Absolute Performance Target Award
 Affiliate
 Average ROCE
 Award Cycle
 Award Opportunity
 Award Payout
 Beginning Base Salary
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Business Unit
 Capital Employed
 Change in Control
 Cumulative EBITDA
 DJTA Companies
 EBITDA
 EIP
 GAAP
 Participant
 Relative Performance Target Award
 Relative Performance Payout
 Relative Performance Payout Percentage
 Relative Performance Table
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Return on Capital Employed
 Subsidiary
 Total Shareholder Return TSR
 Total Target Award
 3. Eligibility.
    5




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4. Vesting.
  (a)
    
    The Participants death.(b)
    
    The Participants total disability as defined in the Companys Long Term
Disability Plan or a successor to that plan.
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5. Amount of Award Payout.
  (a)
    
    Establishment of Total Target Award. Not later than ninety (90) days following
the commencement of an Award Cycle, the Committee shall establish an Award Opportunity
with respect to each Participant who is participating in such Award Cycle.(b)
    
    Absolute Performance Component. Not later than ninety (90) days following the
commencement of an Award Cycle, the Committee shall establish the Absolute Performance
Matrix for each Business Unit for that Award Cycle. The Committee may assign to a
Business Unit the Absolute Performance Matrix of another Business Unit or a blend of
the Absolute Performance Matrices of two or more Business Units. As soon as practicable
following the end of an Award Cycle, the Committee shall certify the Absolute
Performance Payout Percentage for each Business Unit for such Award Cycle.(c)
    
    Relative Performance Component. Not later than ninety (90) days following the
commencement of an Award Cycle, the Committee shall establish the Relative Performance
Table. As soon as practicable following the end of an Award Cycle, the Committee shall
certify the Relative Performance Payout Percentage for such Award Cycle.
 6. Payment of Award.
 (a)
    
    Normal Payment. Except as otherwise provided in Section 6(b), the Company shall
pay a Participants award for an Award Cycle to the Participant in a lump sum of cash
within sixty (60) days after the end of such Award Cycle, unless the Participant has
made a valid election to defer payment under the Con-way Inc. Deferred Compensation
Plan for Executives and Key Employees or the 2005 Con-way Inc. Deferred Compensation
Plan for Executives and Key Employees.(b)
    
    Payments Upon Early Vesting. In the event that, pursuant to Section 4, a
Participant shall become vested in his or her right to receive an Award Payout prior to
the end of an Award Cycle, then (i) the Award Cycle applicable to such Participant
shall be deemed to have ended (A) in the case of a Change in Control, as of the end of
the month immediately preceding such Change in Control and (B) in all other cases, as
of the end of the calendar year in which such vesting occurs, (ii) the Award Payout
shall be determined pursuant to Section 5 based upon the actual performance of the
applicable Business Unit(s) and the Company for such Award Cycle, and (iii) such Award
Payout shall be paid to such Participant within sixty (60) days after the end (or
deemed end) of such Award Cycle or, in the event of a Participants death, as provided
in the next paragraph.
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(c)
    
    Adjustments. In the event that the Committee determines (i)
that the Award Payout payable to one or more Participants for an Award Cycle
has been materially affected as a result of events or circumstances that were
unanticipated at the beginning of the Award Cycle and/or extraordinary in
nature and (ii) that the goals of the VMP would be frustrated if adjustments
were not made to such Award Payouts, then the Committee, in its sole
discretion, may make such adjustments to such Award Payouts as it deems
appropriate, which adjustments may have the effect of increasing or decreasing
the amount of the Award Payouts otherwise payable pursuant to the VMP (subject
to the prohibition of increases with respect to Covered Employees imposed by
Section 13 of the EIP).(d)
    
    Clawback Provision. In the event that the financial statements
of the Company or a Business Unit are restated following the payment of an
Award and that restatement would have changed the Award payment amount, the
following repayment terms apply to those officers who were required to comply
with Section 16 of the Securities Exchange Act of 1934 at the time the payment
was made:
 (i)
    
    In the event a financial statement restatement
is required within one year following a payment as a result of errors
or omissions, executives will be required to repay any amounts that are
deemed to have been overpaid based on that restatement.(ii)
    
    In the event a financial statement restatement
is required at any time as a result of fraudulent activities,
executives will be required to repay any amounts that are deemed to
have been overpaid based on that restatement for an unlimited period of
time.
 7. Special Award Cycles.
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8. Amendment; Termination.
 (a)
    
    Amendment. The Committee may amend the VMP at any time by notice to the
Participants, except that no amendment shall reduce the Award determined for an Award
Cycle that has ended before the date of the amendment.(b)
    
    Termination. The VMP will automatically terminate when the EIP terminates, and
the Committee may terminate the VMP at any earlier time. Notwithstanding the
termination of the VMP, the Award Payouts for each Award Cycle then in progress shall
be calculated, and be payable, following the completion of each such Award Cycle, in
accordance with the provisions of Sections 5 and 6.
 Con-way Inc.By:Jennifer W. PileggiSenior Vice President, General
Counsel and Secretary 

2008 Amended and Restated Value Management Plan 

Executed: December 1, 2008 9




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APPENDIX A
 Illustrative example of Absolute Performance Matrix
 $1,750
    
    
    100
    %
    
    
    125
    %
    
    
    135
    %
    
    
    140
    %
    
    
    145
    %
    
    
    150
    %
    
    
    155
    %
    
    
    160
    %
    
    
    165
    %
    
    
    175
    %
    
    
    185
    %
    
    
    200
    %$1,700
    
    
    85
    %
    
    
    110
    %
    
    
    120
    %
    
    
    125
    %
    
    
    130
    %
    
    
    135
    %
    
    
    140
    %
    
    
    145
    %
    
    
    150
    %
    
    
    160
    %
    
    
    170
    %
    
    
    185
    %$1,650
    
    
    75
    %
    
    
    100
    %
    
    
    110
    %
    
    
    115
    %
    
    
    120
    %
    
    
    125
    %
    
    
    130
    %
    
    
    140
    %
    
    
    145
    %
    
    
    150
    %
    
    
    160
    %
    
    
    175
    %$1,600
    
    
    65
    %
    
    
    90
    %
    
    
    100
    %
    
    
    105
    %
    
    
    110
    %
    
    
    115
    %
    
    
    120
    %
    
    
    130
    %
    
    
    135
    %
    
    
    145
    %
    
    
    150
    %
    
    
    165
    %$1,550
    
    
    60
    %
    
    
    85
    %
    
    
    95
    %
    
    
    100
    %
    
    
    105
    %
    
    
    110
    %
    
    
    115
    %
    
    
    120
    %
    
    
    130
    %
    
    
    140
    %
    
    
    145
    %
    
    
    160
    %$1,500
    
    
    55
    %
    
    
    80
    %
    
    
    90
    %
    
    
    95
    %
    
    
    100
    %
    
    
    105
    %
    
    
    110
    %
    
    
    115
    %
    
    
    120
    %
    
    
    130
    %
    
    
    140
    %
    
    
    155
    %$1,450
    
    
    50
    %
    
    
    75
    %
    
    
    85
    %
    
    
    90
    %
    
    
    95
    %
    
    
    100
    %
    
    
    105
    %
    
    
    110
    %
    
    
    115
    %
    
    
    125
    %
    
    
    135
    %
    
    
    150
    %$1,400
    
    
    45
    %
    
    
    70
    %
    
    
    80
    %
    
    
    85
    %
    
    
    90
    %
    
    
    95
    %
    
    
    100
    %
    
    
    105
    %
    
    
    110
    %
    
    
    120
    %
    
    
    130
    %
    
    
    145
    %$1,350
    
    
    40
    %
    
    
    65
    %
    
    
    75
    %
    
    
    80
    %
    
    
    85
    %
    
    
    90
    %
    
    
    95
    %
    
    
    100
    %
    
    
    105
    %
    
    
    115
    %
    
    
    125
    %
    
    
    140
    %$1,300
    
    
    35
    %
    
    
    60
    %
    
    
    70
    %
    
    
    75
    %
    
    
    80
    %
    
    
    85
    %
    
    
    90
    %
    
    
    95
    %
    
    
    100
    %
    
    
    110
    %
    
    
    120
    %
    
    
    135
    %$1,250
    
    
    25
    %
    
    
    50
    %
    
    
    60
    %
    
    
    65
    %
    
    
    70
    %
    
    
    75
    %
    
    
    80
    %
    
    
    85
    %
    
    
    90
    %
    
    
    100
    %
    
    
    110
    %
    
    
    125
    %$1,200
    
    
    0
    %
    
    
    25
    %
    
    
    35
    %
    
    
    40
    %
    
    
    45
    %
    
    
    50
    %
    
    
    55
    %
    
    
    60
    %
    
    
    65
    %
    
    
    75
    %
    
    
    85
    %
    
    
    100
    %
    
    
    8
    %
    
    
    9
    %
    
    
    10
    %
    
    
    11
    %
    
    
    12
    %
    
    
    13
    %
    
    
    14
    %
    
    
    15
    %
    
    
    16
    %
    
    
    17
    %
    
    
    18
    %
    
    
    19
    %
 Illustrative example of Relative Performance Table
 Company TSR Rank
    
    Relative PerformanceAgainst DJTA Companies
    
    Payout Percentage85th + Percentile
    
    
    200
    %75th Percentile
    
    
    150
    %50th Percentile
    
    
    100
    %40th Percentile
    
    
    50
    %< 30th Percentile
    
    
    0
    %
 10