CON-WAY INC. RESTRICTED STOCK AWARD AGREEMENT (Service-Based Vesting)

Restricted Stock Award. As of the date of this Agreement (the "Grant Date"), the Company has issued to Participant that number of shares of its Common Stock as set forth in the “Summary of Grant/Award” on the online award acceptance page of the Company's designated broker (hereinafter called the “Stock”) as a stock award ("Restricted Stock Award"). The Company shall document Participant'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 Participant'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, Participant 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. Participant hereby acknowledges that Participant is acquiring the Stock issued hereunder for investment and not with a view to the distribution thereof, and that Participant does not intend to subdivide Participant's interest in the Stock with any other person.

Restrictions.

Lapse of Restrictions; Vesting.

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. Participant 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 Participant 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 Participant. 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, Participant 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 the book entry form evidencing Restricted Securities or Additional Securities, issued by the Company pursuant to Paragraph 1 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.

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 Participant pursuant to the terms of this Agreement. When Book-Entry Shares are to be transferred to Participant, the Transfer Agent shall make appropriate book entry adjustments to the accounts maintained by the Transfer Agent on behalf of Participant. The Transfer Agent shall advise the Company and Participant 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 Participant upon their reasonable request.

Taxes. Participant 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.

Distributions. Company shall transmit to Transfer Agent for the Account of Participant 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 Participant, 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.

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.

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:

Con-way Inc.

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

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 Participant 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, Participant, 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.

Transferability. Restricted Stock Awards shall not be transferable by Participant except by will or the laws of descent and distribution or pursuant to a domestic relations order. Participant may designate a beneficiary for the shares of Stock that may be issuable in the event of Participant's death by completing the Company's approved beneficiary designation form and filing such form with the Company's Human Resources Department. The terms of this Agreement shall be binding upon Participant's executors, administrators, heirs, successors and transferees.

No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying shares of Stock. Participant is hereby advised to consult with Participant's own personal tax, legal and financial advisors regarding Participant's participation in the Plan before taking any action related to the Plan.

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.

Committee Decisions Conclusive. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final and binding on all parties.

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant's participation in the Plan, on the Restricted Stock Awards and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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

No Rights to Continued Employment or Service. The Restricted Stock Award and Participant's participation in the Plan shall not create a right to employment or service, or be interpreted as forming an employment or service contract, with the Company or any Affiliate and shall not interfere with the ability of the Company or any Affiliate, as applicable, to terminate Participant's employment or service relationship (if any).

Governing Plan Document. This award is subject to all the provisions of the Plan, which hereby are incorporated herein, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

Defined Terms. Except as otherwise indicated herein, all capitalized terms used in this Agreement without definition shall have the meanings given such terms in the Plan.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Governing Law. The interpretation, performance, and enforcement of the Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.