EXHIBIT 99.2


                               AMENDMENT NO. 2
                              TO CON-WAY INC.
                       2006 EQUITY AND INCENTIVE PLAN


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

1.   Amendment  to  Section  5(g)  of  the Plan. Section 5(g) of the Plan  is
amended in its entirety so as to read as follows:

           "(g) Reorganizations, etc. In  the  event that the Committee shall
     determine that any dividend 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 corporate
     transaction or event affects the Stock such that one or more adjustments
     or changes are necessary  in order to prevent dilution or enlargement of
     the  rights  of Grantees under the Plan, then the Committee  shall  make
     such equitable  changes  or  adjustments to any or all of (i) the number
     and kind of shares of Stock or  cash  that  may  thereafter be issued in
     connection with Awards, (ii) the number and kind of  shares  of Stock or
     cash  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 to ISOs, 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 on
     Grantees  under  the Plan is consistent with the effect of the corporate
     transaction on shareholders generally."

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

3.   Effective  Date;  No  Other Amendments.   The  effective  date  of  this
Amendment is December 4, 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:  December 4, 2006