exh_102.htm


    EXHIBIT
10.2

    SECOND
AMENDMENT TO THE

    FROZEN
FOOD EXPRESS INDUSTRIES, INC. 401(K) SAVINGS PLAN

    


    


    This
Amendment is adopted by FROZEN
FOOD EXPRESS INDUSTRIES, INC. (the “Company”), a Texas Corporation,
having its principal office in Dallas, Texas.

    


    R
E C I T A L S:

    


    WHEREAS, the Company has
previously established the Frozen Food Express Industries, Inc. 401(k) Savings
Plan, as amended and restated, effective January 1, 2007 (the “Plan”), for the
benefit of those employees who qualify there under and for their beneficiaries;
and WHEREAS, the Plan was submitted to the Internal Revenue Service on January
25, 2007for a determination on the Plan’s qualification under the currently
effective provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001, the Job Creation and Worker Assistance Act of 2002, the American Jobs
Creation Act of 2004, the Gulf Opportunity Zone Act of 2005, and the final
provisions of Treasury Regulation Section 1.401(k) and Treasury Regulation
Section 1.401(m) that are effective for Plan Years beginning on and after
January 1, 2006; and

    


    WHEREAS, the Internal Revenue
Service has issued a favorable determination, conditioned on the adoption of the
additional amendments contained herein; and

    


    WHEREAS, the Company has
determined it to be desirable to adopt such amendments; and

    


    WHEREAS, the Company has the
power to amend the Plan pursuant to Section 15.1 of the Plan;

    


    NOW, THEREFORE, pursuant to
Section 15.1 of the Plan, the Plan is hereby amended as follows, effective as
specifically stated herein:

    


    1.           Section
2.57 of the Plan shall be amended effective January 1, 2002, to be and read as
follows:

    


    Section
2.57 Severance from Employment. Severance from Employment means an Employee no
longer is an Employee of the Employer or any Related Employer and the Employee’s
new employer does not maintain the plan of the Employer or Related Employer. The
term “Severance from Employment” shall replace the terms “Separation from
Service” and “Severance from Service” wherever such terms are used
herein.

    


    


    


    


    


    


    2.           Section
5.6(g)(viii) of the Plan shall be amended, effective January 1, 2002, to be and
read as follows:

    


    Section
5.6 Maximum
Additions

    


    * * * *
*

    (g)   Definitions.  For
purposes of the limitations of Code Section 415 set  forth in this
Section, the following definitions shall apply:

    


    (viii)   Maximum Permissible
Amount means the lesser of:

    


    (A)   the
Defined Contribution Dollar Limitation, or

    


    (B)   one-hundred
percent (100%) of the Participant's compensation, within the meaning of Code
Section415(c)(3) for a Limitation Year with respect to any
Participant.

    


    Defined
Contribution Dollar Limitation means $40,000, as adjusted annually by the
Secretary of the Treasury.

    


    The
compensation limit referred to in (B) shall not apply to any contribution for
medical benefits after separation from service (within the meaning of Code
Sections 401(h) or419(A)(f)(2)) which is otherwise treated as an annual
addition.

    


    IN WITNESS WHEREOF,FROZEN FOOD
EXPRESS INDUSTRIES, INC. has caused this Second Amendment to be executed
this 27th day of February, 2008,effective as specifically stated herein, by the
undersigned duly appointed and authorized officer.

     

    
      


      FROZEN
FOOD EXPRESS INDUSTRIES, INC.

      
        	 
      	 
      
	 
      	
                By:
      /s/ Stoney M. Stubbs, Jr.

              
	 
      	
                Name:
      Stoney M. Stubbs, Jr.

              
	 
      	
                Title:
      President and CEO