Employees

Employee's Code of Business Conduct and Ethics

April 2006

Dear Fellow Employee:

It is very important that our business be conducted in accordance with high ethical standards. In this way, we can maintain our good reputation and the trust and confidence of the public, those with whom we do business, and especially our shareholders and fellow employees.

The Code of Business Ethics embodies guidelines to apply in your day-to-day business dealings on behalf of the company. It has been prepared by our General Counsel under my direction as a general guide on ethical business conduct.

To emphasize its importance, the Code of Business Ethics has been approved by senior management. We must each take personal responsibility for reading the Code carefully and ensuring that our individual actions and business relationships follow the letter and spirit of Code.

Standards and guidelines, no matter how comprehensive, cannot anticipate every situation. If at any time you need clarification about how the Code of Business Ethics applies to specific situations or if you are in doubt about the best course of action in a particular situation, we encourage you to discuss your concerns with your supervisor or the other resources identified in this Code. You should also report any actual or potential violations of the Code to your supervisor, the legal department, Con-way’s Director of Corporate Compliance, or the Con-way Ethics Line. We at Con-way are committed to providing the best and most competitive service to our customers. Adherence to the policies set forth in the Code will help us to achieve that goal.

Sincerely,

Douglas W. Stotlar

President and Chief Executive Officer