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Exhibit 10.9
 Summary of Certain Compensation Arrangements
 I.
    
    Arrangements Made on May 25, 2005 and Disclosed in a Report on Form 8-K Filed on May 26, 2005
  
 
  II.
    
    Arrangements Made on June 3, 2005 and Disclosed in a Report on Form 8-K Filed on June 6, 2005
 Changes to Compensation for David S. McClimon and Bryan M. Millican
  
 1.
    
    Increase in annual base salary from $343,096 to $395,044.2.
    
    Increase in target 2005 incentive compensation award from 60% to
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75% of annual base salary (subject to a maximum equal to 150% of
annual base salary). Actual payout (i) to be determined based upon
actual 2005 pre-tax, pre-incentive income of Con-Way Transportation
Services, Inc. and (ii) to be prorated based upon 60% target award
for the period from January 1, 2005 until June 4, 2005, and 75%
target award for the period from June 5, 2005 through
December 31, 2005.3.
    
    Grant of 15,000 stock options.4.
    
    Target Value Management Plan award equal to 115% of annual base
salary for three-year cycles commencing after January 1, 2005.
 
 1.
    
    Increase in annual base salary from $268,112 to $295,000.2.
    
    Increase in target 2005 incentive compensation award from 60% to
75% of annual base salary (subject to a maximum equal to 150% of
annual base salary). Actual payout to be pro rated and determined
based upon (i) 60% target award and actual 2005 pre-tax,
pre-incentive income of Con-Way Transportation Services, Inc.,
for the period from January 1, 2005 until June 4, 2005, and (ii)
75% target award and actual 2005 pre-tax, pre-incentive income of
CNF Inc., for the period from June 5, 2005 through
December 31, 2005, based on 75% factor.3.
    
    Grant of 7,100 stock options.4.
    
    Target Value Management Plan award equal to 115% of annual base
salary for three-year cycles commencing after January 1, 2005.
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Employment Agreement with John H. Williford
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Mortgage Subsidy for Kevin C. Schick
   
  Termination of Severance Agreement Between Con-Way Transportation Services, Inc. and Douglas W. Stotlar
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Employment Agreement with Gerald L. Detter
    (1)
    
    under the terms of his restricted stock agreements with the Company,
all of his restricted stock grants that were unvested as of May 31,
2005 lapsed;(2)
    
    under the terms of his stock option agreements with the Company, and
because he retired pursuant to the terms of the Companys defined
benefit pension plan, all of his outstanding stock options that were
unvested as of May 31, 2005 vested, and Mr. Detter will have a period
of three years following his retirement in which to exercise his
stock options;(3)
    
    under the terms of the Companys incentive compensation plan, and
because he retired pursuant to the terms of the Companys defined
benefit pension plan, Mr. Detter is entitled to receive a pro rata
portion of the 2005 incentive compensation award payment (if any)
that he would have received had he remained employed by the Company
for all of 2005;(4)
    
    under the terms of the Companys value management plan, and because
he retired pursuant to the terms of the Companys defined benefit
pension plan, Mr. Detter is entitled to receive, for each of the 2003
and 2004 value management award cycles, the payment (if any) called
for under the value management plan based on the performance of Con-
Way Transportation Services, Inc. from the beginning of the
applicable award cycle through the end of 2005; and(5)
    
    under the terms of the Employment Agreement, Mr. Detter received
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title to his Company automobile.
 III.
    
    Arrangements Made on September 25, 2005 and Disclosed in a Report on Form 8-K Filed on
September 29, 2005
 Plans
   Value Management Plan
 (i)
    
    a Plan participant who, as a result of a transfer or transfers, is
employed by more than one business unit during a three-year Plan cycle
will receive a prorated payment (if any) for that cycle based on (A)
the performance of the respective business units during the periods of
time in which he or she was employed by the business units and (B) the
length of time employed by each business unit during the three-year
Plan cycle (with the amount of time determined by measuring from the
first day of the month following the month in which the transfer is
effective in the Companys payroll records);(ii)
    
    for purposes of determining the payment (if any) to which a Plan
participant is entitled for a three-year Plan cycle, a pay increase
that is associated with a promotion and that occurs within three months
following the beginning of the Plan cycle will be given effect;(iii)
    
    the term Change in Control has the meaning specified in the Companys
1997 Equity and Incentive Plan, as amended.
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2005 Deferred Compensation Plan for Executives
  Severance Agreements
  
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IV.
    
    Arrangements Made on November 17, 2005 and Disclosed in a Report on Form 8-K Filed on
November 17, 2005
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V.
    
    Arrangements Made on December 3, 2005 and Disclosed in a Report on Form 8-K Filed on December
6, 2005
   Severance Arrangements
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1997 Equity and Incentive Plan
  
 Value Management Plan
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2005 Deferred Compensation Plan for Executives
  Form of Stock Option Agreement and Restricted Stock Award Agreement
  Discretionary Bonus Authority
  1.
    
    The Chief Executive Officer may not award discretionary bonuses to
executive officers who are in positions that are classified within
the Companys executive level salary grade structure as Grade 1 or
Grade 2 officers. Based on the current grade structure, the Chief
Executive Officer does not have the authority to grant
discretionary bonuses to himself, the Chief Financial Officer, the
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General Counsel or the President of the Companys Con-Way
Transportation Services, Inc. subsidiary.2.
    
    A discretionary bonus may be awarded only in circumstances in
which the Chief Executive Officer determines that an employees
efforts have resulted in a substantial benefit to the Company.3.
    
    Each discretionary bonus cannot exceed, on a pre-tax basis, the
greater of $50,000 or 50% of the employees target annual
incentive compensation plan award for the calendar year in which
the discretionary bonus is awarded.4.
    
    The discretionary bonus may be awarded in the form of cash,
nonqualified stock options, or a combination of the two.5.
    
    The aggregate amount of discretionary bonuses awarded by the Chief
Executive Officer pursuant to this authority in a calendar year
may not exceed $250,000.6.
    
    The Chief Executive Officer will report at least annually to the
Compensation Committee regarding discretionary bonuses made under
this authority.
 VI.
    
    Arrangements Made on January 23, 2006 and Disclosed in a Report on Form 8-K Filed on January
25, 2006
 Executive Compensation
  Officer
    
    Title
    
    Current Salary
    
    % Increase
    
    New SalaryDouglas W. Stotlar (1)
    
    President and Chief Executive Officer
    
    $
    650,000
    
    
    
    3.85
    %
    
    $
    675,012Robert L. Bianco (2)
    
    President, Menlo Worldwide, LLC
    
    $
    339,976
    
    
    
    6.0
    %
    
    $
    360,412John G. Labrie (3)
    
    President, ConWay Supply Chain Services, LLC
    
    $
    325,000
    
    
    
    5.0
    %
    
    $
    341,276
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Officer
    
    Title
    
    Current Salary
    
    % Increase
    
    New SalaryDavid S. McClimon (4)
    
    President, ConWay Transportation Services, Inc.
    
    $
    395,044
    
    
    
    6.0
    %
    
    $
    418,756Jennifer W. Pileggi
    
    Senior Vice President, General Counsel & Secretary
    
    $
    310,024
    
    
    
    5.0
    %
    
    $
    325,572Kevin C. Schick (5)
    
    Senior Vice President and Chief Financial Officer
    
    $
    310,024
    
    
    
    12.9
    %
    
    $
    350,012
 
 (1)
    
    Mr. Stotlar was appointed President and Chief Executive Officer of CNF Inc. on April 25, 2005.(2)
    
    Mr. Bianco is also Vice President of CNF Inc.(3)
    
    Mr. Labrie is also Vice President of CNF Inc.(4)
    
    Mr. McClimon is also Senior Vice President of CNF Inc.(5)
    
    Mr. Schick was appointed Senior Vice President and Chief Financial Officer, effective April 1, 2005. 2006 Incentive Compensation Awards
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Target Award,as Percentage
    
    Target Award
    
    MaximumOfficer
    
    Title
    
    of Salary
    
    ($)
    
    Award ($)Douglas W. Stotlar
    
    President and Chief Executive Officer
    
    
    100
    %
    
    $
    675,012
    
    
    $
    1,350,024Robert L. Bianco
    
    President, Menlo Worldwide, LLC
    
    
    60
    %
    
    $
    216,247
    
    
    $
    432,494John G. Labrie
    
    President, Con-Way Supply Chain Services, LLC
    
    
    60
    %
    
    $
    204,766
    
    
    $
    409,532David S. McClimon
    
    President, Con-Way Transportation Services, Inc.
    
    
    75
    %
    
    $
    314,067
    
    
    $
    628,134Jennifer W. Pileggi
    
    Senior Vice President, General Counsel & Secretary
    
    
    75
    %
    
    $
    244,179
    
    
    $
    488,358Kevin C. Schick
    
    Senior Vice President and Chief Financial Officer
    
    
    75
    %
    
    $
    262,509
    
    
    $
    525,018
 Value Management Plan Awards for Three-Year Cycle Ending December 31, 2008
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Target Award
    
    Target Award
    
    MaximumOfficer
    
    Title
    
    (% of Salary)
    
    ($)
    
    Award ($)Douglas W. Stotlar
    
    President and Chief Executive Officer
    
    
    200
    %
    
    $
    1,350,024.00
    
    
    $
    2,700,048.00Robert L. Bianco
    
    President, Menlo Worldwide, LLC
    
    
    62.5
    %
    
    $
    225,257.50
    
    
    $
    450,515.00John G. Labrie
    
    President, Con-Way Supply Chain Services, LLC
    
    
    62.5
    %
    
    $
    213,297.50
    
    
    $
    426,595.00David S. McClimon
    
    President, Con-Way Transportation Services, Inc.
    
    
    112.5
    %
    
    $
    471,100.50
    
    
    $
    942,201.00Jennifer W. Pileggi
    
    Senior Vice President, General Counsel & Secretary
    
    
    112.5
    %
    
    $
    366,268.50
    
    
    $
    732,537.00Kevin C. Schick
    
    Senior Vice President and Chief Financial Officer
    
    
    112.5
    %
    
    $
    393,763.50
    
    
    $
    787,527.00
 Stock Option Awards
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Non-Qualified
    
    Incentive
    
    TotalOption
    
    Stock Option
    
    Option
    
    ExerciseOfficer
    
    Title
    
    Shares
    
    Shares
    
    Shares
    
    PriceDouglas W. Stotlar
    
    President and Chief Executive Officer
    
    
    53,189
    
    
    
    1,811
    
    
    
    55,000
    
    
    $
    55.20Robert L. Bianco
    
    President, Menlo Worldwide LLC
    
    
    8,700
    
    
    
    0
    
    
    
    8,700
    
    
    $
    55.20John G. Labrie
    
    President, Con-Way Supply Chain Services, LLC
    
    
    8,700
    
    
    
    0
    
    
    
    8,700
    
    
    $
    55.20David S. McClimon
    
    President, Con-Way Transportation Services, Inc.
    
    
    16,589
    
    
    
    1,811
    
    
    
    18,400
    
    
    $
    55.20Jennifer W. Pileggi
    
    Senior Vice President, General Counsel & Secretary
    
    
    14,189
    
    
    
    1,811
    
    
    
    16,000
    
    
    $
    55.20Kevin C. Schick
    
    Senior Vice President and Chief Financial Officer
    
    
    14,189
    
    
    
    1,811
    
    
    
    16,000
    
    
    $
    55.20
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