Exhibit 10.1 Second Amended 401(k) Wrap Plan



Exhibit 10.1

 



AMENDMENT
NUMBER TWO TO

FFE
TRANSPORTATION SERVICES, INC.

401(K)
WRAP PLAN 

(RESTATED
EFFECTIVE FEBRUARY 1, 2000)




 

    WHEREAS, FFE
Transportation Services, Inc., a Texas corporation, (hereinafter referred to as
"Company") previously established the FFE Transportation Services, Inc. 401(k)
Wrap Plan (Restated Effective February 1, 2000) (the “Wrap Plan”) for the
benefit of a select group of its management and highly compensated Employees and
their Beneficiaries; and

 

    WHEREAS,
the
American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue
Code of 1986, as amended (the “Code”), which applies to non-qualified deferred
compensation plans as of January 1, 2005; and 

 

    WHEREAS, during
2006, the Company intends to adopt a 2005 Wrap Plan (the “2005 Plan”) that (i)
will comply in all respects with Code Section 409A, (ii) will be effective as of
January 1, 2005, and (iii) will apply to all amounts subject to Code section
409A, including deferrals elected by Participants on or after January 1, 2005,
and deferrals under the Wrap Plan that were not vested as of December 31, 2004;
and 

 

    WHEREAS,
under IRS
Notice 2005-1, employers may amend previously adopted nonqualified deferred
compensation plans to allow participants to make new payment elections on or
before December 31, 2005, with respect to amounts subject to Code Section 409A,
and the Company desires to permit Participants to make new payment elections in
accordance with this transition rule, which will apply only to amounts subject
to Code Section 409A that become subject to the terms of the 2005 Plan;
and

 

    WHEREAS, the
Company has reserved the right to amend the Wrap Plan from time to
time.

 

    NOW,
THEREFORE, the
Company hereby amends the Wrap Plan as follows, effective January 1, 2005:





1. A new
Article
XV, Section 409A Transition Provisions, is
hereby added to the Wrap Plan, to provide as follows:




ARTICLE
XV

CODE
SECTION 409A TRANSITION PROVISIONS

 


	15.1  	
      EFFECTIVE
      DATE OF CODE SECTION 409A RULES. Code
      Section 409A shall apply to that portion of Participants’ Accounts which
      as of December 31, 2004, were not earned and vested (as defined in Code
      Section 409A). In addition, Code Section 409A shall apply to any amounts
      deferred or allocated under the Plan on or after January 1, 2005.
      References herein to “Accounts subject to Code Section 409A” shall refer
      solely to the amounts described in the preceding two sentences. Code
      Section 409A shall not apply to the portion of Participants’ Accounts that
      were earned and vested as of December 31, 2004, together with earnings
      thereon (the “Grandfathered Accounts”). The Company shall adopt no
      amendments to the Plan that would materially enhance an existing benefit
      or right or add a new material benefit or right with regard to the
      Grandfathered Accounts. 




 


	15.2  	
      NEW
      PAYMENT ELECTIONS WITH RESPECT TO ACCOUNTS SUBJECT TO CODE SECTION 409A.
      In
      accordance with IRS Notice 2005-1 Q&A #19(c), Participants shall be
      permitted to make new payment elections by delivery of a new Participant
      Enrollment and Election Form to the Company on or before December 31,
      2005. Such new payment elections may specify a new Distribution Date and a
      new payment method for all Accounts subject to Code Section 409A. A
      Participant shall make new payment elections in accordance with procedures
      established by the Committee.








	15.3  	
      FURTHER
      AMENDMENTS TO THE PLAN. Accounts subject to Code Section 409A shall be
      administered in accordance with the requirements of Code Section 409A and
      the regulatory guidance issued thereunder. The Company reserves the right,
      during 2006, to either amend and restate the Plan to comply with the
      requirements of Code Section 409A or to adopt a separate 2005 Wrap Plan to
      contain all amounts held in the Accounts subject to Section 409A and any
      and all provisions required under Code Section 409A, and to further amend
      the Plan to whatever extent it deems necessary or appropriate in light of
      regulatory guidance issued under Code Section
409A.




 

    IN WITNESS
WHEREOF, the
Company has caused this amendment to be executed in its name and on its behalf
this 22nd day of December, 2005. 

 

 


 


	 	COMPANY:
		
      FFE
      TRANSPORTATION SERVICES, INC.

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

          Chairman of the
      Board of Directors

          and President
      (Principal Executive Officer)