EXHIBIT 99.4
2007 AMENDMENT TO
THE 1998 RESTATEMENT OF
THE CON-WAY DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(FORMERLY CALLED
THE CNF INC. DEFERRED COMPENSATION PLAN FOR EXECUTIVES)
Preamble
The 1998 Restatement of the CNF Inc. Deferred Compensation Plan for
Executives (the "Plan") was executed as of December 8, 1997 and was
subsequently amended six times prior to October 3, 2004. Section 409A of the
Internal Revenue Code provides that income under a nonqualified deferred
compensation plan (such as the Plan) is subject to tax at the time of the
deferral unless the nonqualified deferred compensation plan meets an
extensive new set of rules. Section 409A is effective for amounts deferred
in taxable years beginning after December 31, 2004. Section 409A does not
apply to amounts deferred in prior taxable years unless the plan under which
the deferral is made is materially modified after October 3, 2004.
Con-way adopted a 2005 Deferred Compensation Plan for Executives (as
amended from time to time, the "2005 Plan") to provide for deferrals in
taxable years beginning after December 31, 2004. Con-way continues to
maintain the Plan, but intends not to materially modify the Plan after
October 3, 2004 and intends not to allow deferrals under the Plan after
December 31, 2004.
In December of 2004, Con-way executed Amendment No. 7 to make clear that
certain deferrals were subject to the 2005 Plan rather than the Plan. This
2006 Amendment supersedes and restates Amendment No. 7. This 2007 Amendment
also changes the Plan's notional investment measures. Proposed Regulation
*1.409A-6(a)(4)(iv) provides that a change to notional investment measures is
not a material modification.
Capitalized terms used in this 2007 Amendment without definition shall
have the meanings given to those terms in the Plan.
Amendment
The Plan is hereby amended as follows, pursuant to Section 11.2:
1. The name of the Plan is changed to the Con-way Inc. 1998 Deferred
Compensation Plan for Executives, effective April 18, 2006.
2. The 2005 and 2006 portions of the Value Management Awards that were
subject to deferral elections made in December of 2002 and December of 2003
for cycles that end on December 31, 2005 and December 31, 2006 shall not be
governed by the Plan, but shall be governed by the 2005 Plan.
3. The third sentence of Section 3.3(b) of the Plan provides that 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. Effective
upon adoption of this 2007 Amendment, the Participant may elect to convert
all or a portion of one or more Plan Year Account Balances into Phantom Stock
Units, in any order selected by the Participant.
4.Section 3.6(a) of the Plan provides that a Participant's Cash Account
shall be credited with interest based on the Moody's Seasoned Corporate Bond
Rate or such other rate as the Committee may determine in its sole discretion
prior to the beginning of a Plan Year. Effective upon execution of this 2007
Amendment, a Participant may elect to have one or more funds selected by the
Participant from a list of available funds apply to all or any portion of the
Participant's Cash Account. After any such election becomes effective, the
portion of Participant's Cash Account will no longer be credited with
interest based on the Moody's Seasoned Corporate Bond Rate (or such other
rate as the Committee may determine in its sole discretion prior to the
beginning of a Plan Year), and the performance of the funds selected by
the Participant will determine the gains or losses that will be
attributed to that portion of such Participant's Cash Account. The list of
available funds will be those designated by the Con-way Administrative
Committee under the 2005 Plan, and the Participant may select from among the
available funds under procedures substantially similar to the procedures that
apply under the 2005 Plan.
5. Any election made pursuant to Section 4 above shall take effect as
of the date that the election is made and shall be irrevocable. 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).
Saving Clause
Con-way intends the Plan not to be subject to the requirements of Code
Section 409A. Accordingly, Con-way intends this 2007 Amendment not to be a
material modification of the Plan. If any provision in this 2007 Amendment
would constitute a material modification, that provision shall be void, and
the rest of this 2007 Amendment shall continue in effect.
IN WITNESS WHEREOF, Con-way Inc. has executed this 2007 Amendment.
CON-WAY INC.
By:
Jennifer W. Pileggi, Senior Vice President,
General Counsel and Secretary
Dated: _________________, 2007