Corporate Governance Guidelines

The following Corporate Governance Guidelines have been adopted by the Board of Directors (the "Board") of Con-way Inc. (the "Company") to assist the Board in the exercise of its responsibilities.  These Corporate Governance Guidelines are not intended to change or interpret any Federal or state law or regulation, including the General Corporation Law of the State of Delaware, or the Certificate of Incorporation or By-laws of the Company.  These Corporate Governance Guidelines are subject to modification from time to time by the Board.  

THE BOARD

Role of Directors

The business and affairs of the Company shall be managed by or under the direction of the Board.  A director is expected to spend the time and effort necessary to properly discharge such director's responsibilities.  Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings.  A director who is unable to attend a meeting (which it is understood will occur on occasion) is expected to notify the Chairman of the Board or the Chairman of the appropriate committee in advance of such meeting.

Selection of the Chairman of the Board

The Board may separate or combine the offices of the Chairman of the Board and the Chief Executive Officer.  The Board shall be free to choose its Chairman of the Board in any way that it deems best for the Company at any given point in time.

Size of the Board

The Company's Certificate of Incorporation and By-laws provide that the number of directors shall never be less than twelve nor more than fifteen.  Within those limits, the size of the Board may be increased or decreased from time to time if determined to be appropriate by the Board.

Selection of New Directors

The Board shall be responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders.  The Director Affairs Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership.  The Director Affairs Committee engages in the process of identifying candidates for Board membership throughout the year.

The Director Affairs Committee will consider director candidates recommended by shareholders.  In considering candidates submitted by shareholders, the Director Affairs Committee will take into consideration the needs of the Board and the qualifications of the candidate.  To have a candidate considered by the Director Affairs Committee, a shareholder must submit the recommendation in writing and must include the following information:

• The name of the shareholder and evidence of the person's ownership of Company stock; and
• The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a director of the Company and the person's consent to be named as a director if selected by the Director Affairs Committee and nominated by the Board.

The shareholder recommendation and information described above must be sent to the Corporate Secretary at 2855 Campus Drive, San Mateo, California 94403.  The Director Affairs Committee will accept recommendations of director candidates throughout the year; however, in order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual meeting of shareholders, the recommendation must be received by the Corporate Secretary not less than 120 days prior to the anniversary date of the Company's most recent annual meeting of shareholders.

Board Membership Criteria

At a minimum, a nominee for director must demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of the business and affairs of the Company and have a reputation for honest and ethical conduct in both his or her professional and personal activities.  Nominees for director shall be selected on the basis of, among other things, experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, understanding of the Company's business environment (including, without limitation, through experience in industries in which the Company operates or in any new industry or business that the Company is planning to enter), and willingness to devote adequate time and effort to Board responsibilities.

The Director Affairs Committee shall be responsible for assessing the appropriate balance of criteria required of Board members.

Other Public Company Directorships

The Company does not have a policy limiting the number of other public company boards of directors upon which a director may sit.  However, the Director Affairs Committee shall consider the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member.  Notwithstanding such other directorships, each director is expected to devote such time as is necessary to fulfill his or her responsibilities to the Company.

Independence of the Board

At least sixty percent of Board members shall qualify as independent directors ("Independent Directors") under the listing standards of the New York Stock Exchange (the "NYSE"). 

The Board shall review annually the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).  Prior to each annual review, all directors will provide to the Director Affairs Committee information regarding their relationships with the Company. Following  each annual review, only those directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) will be considered Independent Directors, subject to additional qualifications prescribed under the listing standards of the NYSE or under applicable law. The Board may adopt and disclose categorical standards to assist it in determining director independence.  In the event that a director becomes aware of any change in circumstance that may result in such director no longer being considered independent, he or she shall promptly inform the Chairman of the Director Affairs Committee.

Directors Who Change Their Present Job Responsibility; Other Changes

Directors who are also employees of the Company are expected to resign from the Board at the same time they leave employment with the Company. 

The Board does not believe that non-employee directors who retire or change the position they held when they became a member of the Board should necessarily leave the Board.  Promptly following such event, the director must notify the Director Affairs Committee, which shall review the continued appropriateness of the affected director remaining on the Board under the circumstances.  The affected director is expected to act in accordance with the Director Affairs Committee's recommendation following such review.

Directors who fail to attend at least seventy-five percent of Board and Committee meetings for two consecutive years, and directors who experience a change in circumstances that may impair their ability to effectively serve on the Board, are expected to offer to resign from the Board.  The Director Affairs Committee shall review the continued appropriateness of the affected director remaining on the Board under the circumstances.  The affected director is expected to act in accordance with the Director Affairs Committee's recommendation following such review.

Retirement Age

Directors who have attained the age of 72 years are ineligible to stand for reelection as a director.  A director who has attained the age of 72 years during his or her current term is required to retire as a director at the first Board meeting following the next scheduled annual meeting of shareholders, even if the director's current term has not yet expired.

Director Tenure

In connection with each director nomination recommendation, the Director Affairs Committee shall consider the issue of continuing director tenure and take steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo.  An individual director's renomination is dependent upon such director's performance evaluation, as well as a suitability review, each to be conducted by the Director Affairs Committee in connection with each director nomination recommendation.

Board Compensation

A director who is also an officer of the Company shall not receive additional compensation for such service as a director.

The Company believes that compensation for non-employee directors should be competitive and should encourage increased ownership of the Company's stock through the payment of a portion of director compensation in Company stock, options to purchase Company stock or similar compensation.  The Director Affairs Committee will periodically review the level and form of the Company's director compensation, including how such compensation relates to director compensation of companies of comparable size, industry and complexity.  Such review will also include a review of both direct and indirect forms of compensation to the Company's directors.  Changes to director compensation will be proposed to the full Board for consideration.

Director's fees (including any additional amounts paid to chairs of committees and to members of committees of the Board) are the only compensation a member of the Audit Committee may receive from the Company.

Stock Ownership Guidelines

The Board may set stock ownership guidelines for officers and directors of the Company.

Separate Sessions of Non-Management Directors

The non-management directors of the Company shall meet in executive session without management on a regularly scheduled basis. Annually, the non-management directors on the Board shall designate a non-management director (the "Lead Non-Management Director") to preside at such executive sessions; provided, however, if the Chairman of the Board is a non-management director, then the Chairman of the Board shall be the Lead Non-Management Director.   In the absence of the Lead Non-Management Director, another non-management director designated by the non-management directors shall preside at such executive sessions. If the group of non-management directors includes one or more directors who are not Independent Directors, the Independent Directors of the Company shall meet in executive session at least once per year.

Any interested parties desiring to communicate with any director (including the Lead Non-Management Director and the other non-management directors) regarding the Company may directly contact such directors by submitting such communications in writing to the Lead Non-Management Director or other non-management director in care of the Corporate Secretary, 2855 Campus Drive, San Mateo, California 94403.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors.  Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee.  In the case of communications to the Board or any group or committee of directors, the Corporate Secretary will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.

Self-Evaluation by the Board

The Director Affairs Committee will sponsor an annual self-assessment of the Board's performance as well as the performance of each committee of the Board, the results of which will be discussed with the full Board and each committee. The assessment should include a review of any areas in which the Board or management believes the Board can make a better contribution to the Company. The Director Affairs Committee will utilize the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

Board Access to Management

Board members shall have access to the Company's management and, as appropriate, to the Company's outside advisors.  Board members shall coordinate such access through the Chairman of the Board, Chief Executive Officer or the Lead Non-Management Director and Board members will use judgment to assure that this access is not distracting to the business operation of the Company.

Board Materials Distributed in Advance

Information and materials that are important to the Board's understanding of the agenda items and other topics to be considered at a Board meeting should, to the extent practicable, be distributed sufficiently in advance of the meeting to permit prior review by the directors.  In the event of a pressing need for the Board to meet on short notice or if such materials would otherwise contain highly confidential or sensitive information, it is recognized that written materials may not be available in advance of the meeting.

Board Interaction with Institutional Investors, Analysts, Press and Customers

The Board believes that management generally should speak for the Company.  Each director should refer all inquiries from institutional investors, analysts, the press or customers to the Chief Executive Officer or his or her designee.

Board Orientation and Continuing Education

As appropriate, the Company shall provide new directors with a director orientation program to familiarize such directors with, among other things, the Company's business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, code of business conduct and ethics, corporate governance guidelines, principal officers, internal auditors and independent auditors.  Each director is encouraged to participate, at the Company's expense, in continuing educational programs from time to time, as appropriate.

Frequency of Meetings

At least one regularly scheduled meeting of the Board shall be held quarterly. At one meeting each year, the Board shall review the Company's strategic plans and direction.

Director Attendance at Annual Meetings of Shareholders

The Company's policy regarding director attendance at the Annual Meeting of Shareholders is for the Chairman of the Board of Directors and the Chief Executive Officer (if different from the Chairman) to attend in person, and for other directors to attend in person or electronically.

COMMITTEE MATTERS

Number and Names of Board Committees

The Company presently has four standing committees:  Audit, Director Affairs, Compensation and Finance.  The purpose and responsibilities for the Audit, Director Affairs and Compensation committees shall be outlined in committee charters adopted by the Board.  The Board may want, from time to time, to form a new committee or disband a current committee depending on circumstances.  In addition, the Board may determine to form ad hoc committees from time to time, and determine the composition and areas of competence of such committees, and the compensation of committee members.

Independence of Board Committees

Each of the Audit Committee, the Director Affairs Committee and the Compensation Committee shall be composed entirely of Independent Directors satisfying applicable legal, regulatory and stock exchange requirements necessary for an assignment to any such committee.  

Committee Membership

The Board shall appoint committee members, and chairpersons for each committee.  In doing so, the Board shall consider any recommendations from the Director Affairs Committee.   Each non-management director shall serve on at least one committee.  A majority of the Board may remove any Committee member.

Committee Advisors

Each Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or financial or other consultants or advisers as it deems necessary.

Complaints Regarding Accounting, Internal Control and Auditing Matters

The Company's Chief Executive Officer, Chief Financial Officer, Controller and General Counsel are required to promptly notify the Chair of the Audit Committee upon receiving complaints regarding accounting, internal control and auditing matters involving the Company.

LEADERSHIP DEVELOPMENT

Selection of the Chief Executive Officer

The Board shall be responsible for identifying potential candidates for, and selecting, the Company's Chief Executive Officer.  In identifying potential candidates for, and selecting, the Company's Chief Executive Officer, the Board shall consider, among other things, a candidate's experience, understanding of the Company's business environment, leadership qualities, knowledge, skills, expertise, integrity, and reputation in the business community.

Evaluation of Chief Executive Officer

The Board will provide the Chief Executive Officer with an annual performance review.  The following steps will be utilized to carry out this review:

• The Chief Executive Officer will develop an annual self-evaluation and provide this to the Board, either orally or in writing.
• With this information, each non-management director will provide his or her assessment of the Chief Executive Officer's performance to the non-management directors as a group. These assessments should include the director's appraisal of:
• The Company's performance and the Chief Executive Officer's contribution to it, both compared to competitors and the Company's own strategic goals;
• Achievement of personal goals set by the Chief Executive Officer for the year, as part of his or her self-evaluation; and
• Other aspects of the Chief Executive Officer's performance which the non-management director deems relevant.

After agreement by the non-management directors to the evaluation, the Chairman of the Board will meet with the Chief Executive Officer to discuss the Board's assessment.

Succession Planning

The Board shall plan for the succession to the position of the Chief Executive Officer.  To assist the Board, the Chief Executive Officer shall prepare and distribute to the Director Affairs Committee an annual report on succession planning for all senior officers of the Company with an assessment of senior managers and their potential to succeed the Chief Executive Officer and other senior management positions.  In addition, the Chief Executive Officer shall prepare, on a continuing basis, and distribute to the Director Affairs Committee a short-term succession plan which delineates a temporary delegation of authority to certain officers of the Company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties.  The short-term succession plan shall be approved by the Board and shall be in effect until the Board has the opportunity to consider the situation and take action, when necessary.

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