EXHIBIT 99.3
AMENDMENT NO. 5
TO
CON-WAY 2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(FORMERLY THE CNF INC. 2005 DEFERRED COMPENSATION PLAN
FOR EXECUTIVES)
The CNF Inc. 2005 Deferred Compensation Plan for Executives (the
"Plan"), is hereby amended as follows, pursuant to Section 11.2:
1. The name of the Plan is changed to the Con-way 2005 Deferred
Compensation Plan for Executives, effective April 18, 2006.
2. Section 1.31 is amended to add the following language at the end
thereof, effective January 1, 2005:
provided the Participant has had a Termination of Employment.
3. The third sentence of Section 3.4 is amended to read as follows,
effective January 1, 2007:
The amount subject to an Investment Change shall be transferred, first,
from such Participant's earliest deferral under the Plan, and thereafter
from subsequent deferrals under the Plan in the order in which they were
elected until the entire amount subject to the Investment Change shall
have been transferred; provided that, effective January 1, 2007, for
deferrals January 1, 2007 and later, the Participant may elect to
convert amounts credited to one or more Plan Year Account Balances, in
any order selected by the Participant.
4. The last sentence of Section 3.5 is amended to change the reference
from "Section 3.7(b)" to "Section 3.7(d).
5. Section 3.7 is amended to change subsection (a) to read as set
forth below, to add new subsections (b) and (c) to read as set forth below,
and to redesignate the existing subsection (b) as subsection (d), effective
January 1, 2007.
(a)Dollar-Denominated Account for Plan Year Account Balances for 2005
and 2006.
(i)This subsection 3.7(a) shall apply to Plan Year Account Balances
for 2005 and 2006, except as otherwise provided in subsection
3.7(c).
(ii)With respect to the portion of a Base Annual Salary Deferral
Amount for a Plan Year which a Participant has elected to have
credited to his or her Dollar-Denominated Account, returns shall
be credited to such Participant's Dollar-Denominated Account as
though the portion of such Base Annual Salary Deferral Amount
withheld during any calendar quarter was withheld on the first day
of such calendar quarter.
(iii)With respect to the portion of an Annual Bonus Deferral Amount
which a Participant has elected to have credited to his or her
Dollar-Denominated Account, returns shall be credited to such
Participant's Dollar-Denominated Account as though the deferral
amount was withheld on the day immediately following the last day
of the applicable award cycle.
(iv)With respect to the portion of a deferred Value Management Award
which a Participant has elected to have credited to his or her
Dollar-Denominated Account, returns shall be credited to such
Participant's Dollar-Denominated Account as though the deferral
amount was withheld on the day immediately following the last day
of the applicable award cycle.
(v)The balance in each Participant's Dollar-Denominated Account shall
be compounded quarterly, using the Prime Rate, or such other rate
as the Committee may determine in its sole discretion prior to the
beginning of a Plan Year. For this purpose, (i) amounts that are
transferred to a Participant's Phantom Stock Account in a Plan
Year pursuant to an Investment Change shall be credited with a
return in respect of such Plan Year equal to one-twelfth (1/12) of
the return for the full Plan Year and (ii) in the event of
Retirement, death or a Termination of Employment prior to the end
of a Plan Year, that Plan Year's return will be calculated using a
fraction of a full Plan Year's return, based on the number of days
the Participant was employed with the Employer during the Plan
Year prior to the occurrence of such event.
(b)Dollar-Denominated Account for Plan Year Account Balances for Plan
Years after 2006.
(i)This subsection 3.7(b) shall apply to Plan Year Account Balances
for Plan Years after 2006, except as otherwise provided in
subsection 3.7(c).
(ii)With respect to the portion of a Base Annual Salary Deferral
Amount for a Plan Year which a Participant has elected to have
credited to his or her Dollar-Denominated Account, returns shall
be credited to such Participant's Dollar-Denominated Account as of
the Friday following the week in which the Base Annual Salary is
earned.
(iii)With respect to the portion of an Annual Bonus Deferral Amount
which a Participant has elected to have credited to his or her
Dollar-Denominated Account, returns shall be credited to such
Participant's Dollar-Denominated Account as of the Friday
following the date that the Annual Bonus Deferral Amount is
processed in the payroll system.
(iv)With respect to the portion of a deferred Value Management Award
which a Participant has elected to have credited to his or her
Dollar-Denominated Account, returns shall be credited to such
Participant's Dollar-Denominated Account as of the Friday
following the date that the deferral amount is processed in the
payroll system.
(v)The Con-way Administrative Committee shall designate a group of
investments (and may make changes to the designated group of
investments from time to time as it deems appropriate) from which
Participants may select. Company stock shall not be designated as
an available investment. The performance of the investments
selected by the Participant will determine the gains or losses
that will be attributed to such Participant's Dollar-Denominated
Account. The Con-way Administrative Committee shall report to the
Compensation Committee of the Board from time to time with respect
to the designated investments (and changes in designated
investments), including an explanation of the reasons for the
designation (or change in designation).
(c)Election with respect to Dollar-Denominated Account for Plan Year
Account Balances for 2005 and 2006. Notwithstanding subsections
3.7(a) and (b) and subsections 3.9(a) and (b), a Participant may
elect to have any portion of the Participant's Dollar-Denominated
Account for Plan Year Account Balances for 2005 and 2006 treated for
purposes of Section 3.7(b)(v) and Section 3.9 as a Dollar-Denominated
Account for Plan Year Account Balances for Plan Years after 2006.
After any such election becomes effective, the performance of the
investments selected by the Participant from the designated group of
investments will determine the gains or losses that will be
attributed to that portion of such Participant's Dollar-Denominated
Account. Any such election shall take effect as of the beginning of
the first calendar quarter beginning after the election is made and
shall be irrevocable.
6. Subsections (a) and (b) of Section 3.9 are amended to read as
follows, effective January 1, 2007:
(a) For Plan Year Account Balances for 2005 and 2006.
(i)This subsection 3.9(a) shall apply to Plan Year Account Balances
for Plan Years 2005 and 2006, except as otherwise provided in
subsection 3.7(c).
(ii)Crediting. For each Plan Year, the undistributed Dollar-
Denominated Account shall be credited with a return equal to the
Prime Rate or such other rate as the Committee may determine in
its sole discretion prior to the beginning of a Plan Year.
Returns shall start to accrue under this Section 3.9 as of the
date that returns cease to accrue under Section 3.7 above.
(iii)Installments. The installment payments shall be determined by
dividing the Participant's Dollar-Denominated Account at the time
of the commencement of the installment payments by the number of
payments over the installment period. Each payment determined
above will be considered the principal portion of the installment
payment. In addition, each installment payment will include a
return calculated for the preceding quarter using the rate
determined in Section 3.9(a)(i) above. Installment payments shall
commence on the first day of the quarter following the first full
quarter following such Participant's date of Retirement,
Termination of Employment or death, but not before the time
permitted by Section 5.2(b) or 7.2(c). All additional installment
payments shall be paid on the first day of the remaining calendar
quarters of the payment period.
(b) For Plan Year Account Balances for Plan Years after 2006.
(i)This subsection 3.9(b) shall apply to Plan Year Account Balances
for Plan Years after 2006, except as otherwise provided in
subsection 3.7(c).
(ii)Crediting. Returns shall be continue to be credited as provided
in Section 3.7(b)(v).
(iii)Installments. Installment payouts shall be determined based on
the value of the Plan Year Account Balance ten days prior to each
installment payment date. The amount of each installment payment
made with respect to each Plan Year Account Balance shall be
determined by dividing the Participant's Plan Year Account Balance
by the number of the remaining installment payments (including the
installment payment being made at that time).
IN WITNESS WHEREOF, Con-way Inc. has amended the Plan as of January 1,
2007.
CON-WAY INC.
By:
Jennifer W. Pileggi, Senior Vice President,
General Counsel and Secretary
Dated: December __, 2006