EXHIBIT 99.1

                               AMENDMENT NO. 1
                              TO CON-WAY INC.
                       2006 EQUITY AND INCENTIVE PLAN


The  Con-way  Inc.  2006  Equity  and  Incentive  Plan (the "Plan") is hereby
amended as follows:

1.   Amendment to Definition of Fair Market Value. The definition of the term
"Fair Market Value" in Section 2 of the Plan is amended in its entirety so as
to read as follows:

     "Fair Market Value" per share of Stock as of a particular date means (i)
     the closing sales price per share of Stock on  that date on the national
     securities exchange on which the Stock is principally  traded or, if the
     exchange is not open or for any other reason there are no sales of Stock
     on that date, the closing sales price per share of Stock  for  the  last
     preceding date on which there was a sale of such Stock on such exchange;
     or  (ii)  if  the shares of Stock are then traded in an over-the-counter
     market, the average  of  the closing bid and asked prices for the shares
     of Stock on that date in such  over-the-counter market or, if the market
     is not open or for any other reason  there are no sales of Stock on that
     date,  the average of the closing bid and  asked  prices  on   the  last
     preceding  date  on which there was a sale of such Stock in such market;
     or  (iii) if the shares  of  Stock  are  not  then  listed on a national
     securities exchange or traded in an over-the-counter  market, such value
     as the Committee, in its sole discretion, shall determine.

2.   Defined  Terms.   Capitalized  terms  not  otherwise  defined   in  this
Amendment No. 1 shall have the meaning(s) set forth in the Plan.

3.   Effective  Date;  No  Other  Amendments.   The  effective  date  of this
Amendment  is  September  26,  2006.  Except as expressly amended hereby, the
Plan remains in full force and effect.



                                     CON-WAY INC.

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

                                     Date:  September 26, 2006