exh10_1.htm


    EXHIBIT
10.1

     FFE Transportation Services
Inc.

    Restated Wrap
Plan

     

    (Effective
January 1, 2008)

     

    


     

                                
 ARTICLE
I                                

     

    PURPOSE
OF THE PLAN

     

    The
Company sponsors and maintains a 401(k) Wrap Plan which was adopted and
effective prior to the effective date of Internal Revenue Code Section
409A.  By action of its Board of Directors, the Company has approved
and adopted this Restated Wrap Plan effective January 1, 2008 (the “Plan”) which
is intended to comply, and shall be interpreted in a manner to comply in all
respects with Code Section 409A.  The Plan shall govern the terms and
conditions under which certain select management and highly compensated
employees of the Participating Employers covered under the Savings Plan for
Employees of Frozen Food Express Industries, Inc. (the "Savings Plan") may
accumulate deferred compensation which cannot be accumulated under the Savings
Plan because of the limitations on deferrals under Code Section 402(g) (the
"Deferral Limit"), the limitations on annual additions under Code Section 415
(the "415 Limit"), the limitations on tax-qualified pension plan benefits under
Code Section 401(a)(17) (the "Pay Cap"), and because Savings Contributions and
Employer Contributions have been required to be returned under the Savings Plan
because of the nondiscrimination rules under Code Section 401(k)(3) ("ADP
Restrictions") or 401(m)(2) ("ACP Restrictions"), for all periods commencing as
of January 1, 2008.

     

    This Plan
is intended to be "a plan which is unfunded and maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees" within the meaning of Sections
201(2) and 301(a)(3) of the Employee Retirement Income Security Act of 1974
("ERISA") and shall be interpreted and administered in a manner consistent with
that intent.

     

    ARTICLE
II

     

    DEFINITIONS

     

    
      	
              2.1  

            	
              ACCOUNT
      means those separate accounts established and maintained under the Plan in
      the name of each Participant as required pursuant to the provisions of
      Article VII.

            


    

     

    
      	
              2.2  

            	
              ADP
      RESTRICTIONS AND ACP RESTRICTIONS means the nondiscrimination rules under
      Code Sections 401(k)(3) and
401(m)(2).

            


    

     

    
      	
              2.3  

            	
              AFFILIATE
      means any company which is included within a "controlled group of
      corporations" as determined under Code Section 1563 (without regard to
      subsections (a)(4) and (e)(3)(C) of such Section 1563) and Code Section
      409(l)(4), with the Company.

            


    

     

    
      	
              2.4  

            	
              BENEFICIARY
      means a Participant's beneficiary or beneficiaries identified under the
      Savings Plan.

            


    

     

    
      	
              2.5  

            	
              BOARD
      means the Board of Directors of FFE Transportation Services,
      Inc.

            


    

     

    
      	
              2.6  

            	
              BONUS
      means the bonus paid on either a monthly, quarterly or annual basis by a
      Participating Employer to an Eligible Employee, but shall not include any
      Performance Bonus.

            


    

     

    
      	
              2.7  

            	
              CODE
      means the Internal Revenue Code of 1986 and the regulations thereunder, as
      amended from time to time.

            


    

     

    
      	
              2.8  

            	
              COMMITTEE
      means the Committee appointed by the Board to administer the
      Plan.

            


    

     

    
      	
              2.9  

            	
              COMPANY
      means FFE Transportation Services, Inc., or any company which is a
      successor as a result of merger, consolidation, liquidation, transfer of
      assets, or other reorganization.

            


    

     

    
      	
              2.10  

            	
              COMPANY
      STOCK means the presently authorized common stock, $ 1.50 par value, of
      Frozen Food Express Industries,
Inc.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.11  

            	
              COMPENSATION
      means "Compensation" as that term is defined in the Savings Plan, without
      regard to the Pay Cap.

            


    

     

    
      	
              2.12  

            	
              DEFERRAL
      LIMIT means the limitations on deferrals under Code Section
      402(g).

            


    

     

    
      	
              2.13  

            	
              DISABILITY
      means the Participant:

            


    

     

    
      	
              (A)  

            	
              is
      unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, or

            


    

     

    
      	
              (B)  

            	
              is,
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period of not less than 3 months under an accident and
      health plan covering employees of the
Company.

            


    

     

    
      	
              2.14  

            	
              EARLY
      RETIREMENT means Termination of Employment following attainment of age 55
      with ten (10) Years of Service (as determined in accordance with the
      provisions of the Savings Plan).

            


    

     

    
      	
              2.15  

            	
              EFFECTIVE
      DATE means January 1, 2008.

            


    

     

    
      	
              2.16  

            	
              ELIGIBLE
      EMPLOYEE means, for any Plan Year (or applicable portion thereof), a
      person employed by a Participating Employer who (i) is determined by the
      Committee to be a member of a select group of management or highly
      compensated employees, (ii) who is designated by the Committee to be
      eligible under the Plan, and (iii) who is a participant in the Savings
      Plan.  The Committee shall notify those individuals, if any, who
      will be Eligible Employees prior to the Plan Year in which they will
      become Eligible Employees.  If the Committee determines that an
      employee first becomes an Eligible Employee during a Plan Year, the
      Committee shall notify such employee of its determination and of the date
      during the Plan Year on which the employee shall first become an Eligible
      Employee.

            


    

     

    
      	
              2.17  

            	
              EMPLOYER
      CONTRIBUTION means those contributions by the Participating Employers to
      the Savings Plan for a Plan Year on account of the Savings Contributions
      made during that Plan Year by the participants in the Savings
      Plan.

            


    

     

    
      	
              2.18  

            	
              ENTRANCE
      DATE means the "Entrance Date" as that term is defined in the Savings
      Plan.

            


    

     

    
      	
              2.19  

            	
              EXCESS
      CONTRIBUTION means those contributions by Participating Employers to the
      Savings Plan for a Plan Year that are in excess of the 415
      Limit.

            


    

     

    
      	
              2.20  

            	
              415
      LIMIT means the limitations on annual additions under Code Section
      415.

            


    

     

    
      	
              2.21  

            	
              LEAVE
      OF ABSENCE means military leave, sick leave, or other bona fide leave of
      absence if the period of such leave does not exceed six months, or if
      longer, so long as the Participant retains a right to reemployment with
      the Company under an applicable statute or by contract. For purposes of
      this Section 2.21, a leave of absence constitutes a bona fide Leave
      of Absence only if there is a reasonable expectation that the Participant
      will return to perform services for the Company. If the period of a Leave
      of Absence exceeds six months and the Participant does not retain a right
      to reemployment under an applicable statute or by contract, the employment
      relationship is deemed to terminate on the first date immediately
      following the expiration of said six-month period. Notwithstanding the
      foregoing, where a Leave of Absence is due to any medically determinable
      physical or mental impairment that can be expected to result in death or
      can be expected to last for a continuous period of not less than six
      months, where such impairment causes the Participant to be unable to
      perform the duties of his or her position of employment or any
      substantially similar position of employment, a 29-month period of absence
      may be substituted for such six-month
period.

            


    

     

    
      	
              2.22  

            	
              NONQUALIFIED
      EMPLOYER MATCHING CONTRIBUTION means an amount contributed by the
      Participating Employers, pursuant to the provisions of Article V, on
      account of the Participant's Nonqualified Savings
      Contribution.

            


    

     

    
      	
              2.23  

            	
              NONQUALIFIED
      EMPLOYER DISCRETIONARY CONTRIBUTION means an amount contributed by a
      Participating Employer pursuant to the provisions of Article
      VI.

            


    

     

    
      	
              2.24  

            	
              NONQUALIFIED
      EXCESS CONTRIBUTIONS means an amount contributed by a Participating
      Employer, pursuant to the provisions of Article VI, in an amount equal to
      the Excess Contributions made to a Participant's account in the Savings
      Plan.

            


    

     

    
      	
              2.25  

            	
              NONQUALIFIED
      SAVINGS CONTRIBUTION means Compensation that is due to be earned and which
      would otherwise be paid to the Participant, which the Participant elects
      to defer under the Plan, determined without regard to the Deferral Limit,
      the 415 Limit, the Pay Cap or the ADP Restrictions under the Savings Plan,
      and which is contributed on behalf of each Participant by the
      Participating Employers pursuant to the provisions of Article
      IV.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.26  

            	
              PARTICIPANT
      means any person so designated in accordance with the provisions of
      Article III, including, where appropriate according to the context of the
      Plan, any former employee who is or may become (or whose Beneficiaries may
      become) eligible to receive a benefit under the
  Plan.

            


    

     

    
      	
              2.27  

            	
              PARTICIPANT
      ENROLLMENT AND ELECTION FORM means the form on which a Participant elects
      to defer Compensation hereunder and on which the Participant makes certain
      other designations as required
thereon.

            


    

     

    
      	
              2.28  

            	
              PARTICIPATING
      EMPLOYER means the Company and any Affiliate that adopts the
      Plan.

            


    

     

    
      	
              2.29  

            	
              PAY
      CAP means the limitations on compensation considered in tax-qualified
      pension plans under Code Section
401(a)(17).

            


    

     

    
      	
              2.30  

            	
              PERFORMANCE
      BONUS mean a Participant’s annual bonus under the 2006 Management
      Incentive Bonus Plan that qualifies as performance-based compensation as
      determined under Code Section 409A.

            


    

     

    
      	
              2.31  

            	
              PLAN
      means this FFE Transportation Services, Inc. Restated Wrap Plan (Effective
      January 1, 2008).

            


    

     

    
      	
              2.32  

            	
              PLAN
      YEAR means the "Plan Year" as that term is defined in the Savings
      Plan.

            


    

     

    
      	
              2.33  

            	
              RETIREMENT
      means Termination of Employment after attainment of age 65, as determined
      in accordance with the provisions of the Savings
  Plan.

            


    

     

    
      	
              2.34  

            	
              SAVINGS
      CONTRIBUTION means those contributions by the Company to the Savings Plan
      for a Plan Year on behalf of and on account of the qualified cash or
      deferral elections within the meaning of Code Section 401(k) made by the
      participants in the Savings Plan.

            


    

     

    
      	
              2.35  

            	
              SAVINGS
      PLAN means the Frozen Food Express Industries, Inc. 401(k) Savings Plan,
      as amended from time to time.

            


    

     

    
      	
              2.36  

            	
              SPECIFIED
      EMPLOYEE means (i) an officer of an Employer earning more than $150,000 in
      any year, as adjusted from time to time in accordance with Internal
      Revenue Service guidelines, (ii) a five per cent (5%) owner of a
      Participating Employer, or (iii) a one percent (1%) owner of a
      Participating Employer having Compensation from the Participating Employer
      of more than $150,000 in any year, all as determined in accordance with
      Sections 409A and 416(i) of the Code and applicable Treasury Regulations
      issued thereunder.

            


    

     

    
      	
              2.37  

            	
              TERMINATION
      OF EMPLOYMENT means a termination of an Participant’s employment with the
      Company in accordance with the Company’s policies and procedures which is
      not a Leave of Absence; provided, however, that the Company and the
      Participant reasonably anticipate that no further services will be
      performed after the termination date or that the level of bona fide
      services the Participant will perform after such date (whether as an
      employee or as an independent contractor) would permanently decrease to no
      more than twenty percent (20%) of the average level of bona fide services
      performed (whether as an employee or an independent contractor) over the
      immediately preceding 36-month period (or the full period of services to
      the Company if the Participant has been providing services to the Company
      for less than 36 months).

            


    

     

    
      	
              2.38  

            	
              TRANSFER
      DATE means the date on which amounts credited to each Participant's
      Account for the Plan Year are transferred to the Savings
    Plan.

            


    

     

    
      	
              2.39  

            	
              TRUST
      (or TRUST FUND):  The trust established by the Company with
      Delaware Charter Guarantee & Trust Company, dba the Principal Trust
      Company, maintained in accordance with the terms of the trust agreement,
      as from time to time amended.

            


    

     

    
      	
              2.40  

            	
              TRUSTEE:  The
      corporation appointed by the Board of Directors of the Company to
      administer the Trust from time to time, currently Delaware Charter
      Guarantee & Trust Company, dba the Principal Trust
      Company.

            


    

     

    
      	
              2.41  

            	
              VALUATION
      DATE means each business day.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
III

     

    ELIGIBILITY
AND PARTICIPATION

     

    
      	
              3.1  

            	
              REQUIREMENTS.  Every
      Eligible Employee who is a Participant in the Plan as of the Effective
      Date shall continue to participate therein.  Every other
      Eligible Employee shall be eligible to become a Participant on the first
      Entrance Date occurring on or after the date on which he or she becomes an
      Eligible Employee.  No individual shall become a Participant,
      however, if he or she is not an Eligible Employee on the date his or her
      participation is to begin.

            


    

     

    Participation
in the Plan is voluntary.  Participants who become eligible prior to
January 1, 2008 shall execute a Participant Enrollment and Election Form no
later than December 31, 2007.  Participants who first become eligible
to participate in the Plan on or after January 1, 2008 shall execute a
Participant Enrollment and Election Form no later than thirty (30) days after
the date they first become eligible.  The terms of the election form
shall set forth the Participant’s Non-Qualified Savings Contribution as
described in Section 4.1 and shall require the Participant to make certain
elections regarding the timing and form of payment of his benefit under this
Plan.  Except as provided in Section 11.1(D), the Participant’s
elections regarding the timing and form of payment shall be
irrevocable.

     

    
      	
              3.2  

            	
              RE-EMPLOYMENT.  If
      a Participant whose employment with the Participating Employers is
      terminated is subsequently re-employed, he or she may become a Participant
      in the Plan in accordance with the provisions of Section 3.1 of this
      Article.

            


    

     

    
      	
              3.3  

            	
              CHANGE
      OF EMPLOYMENT CATEGORY.  During any period in which a
      Participant remains in the employ of a Participating Employer, but either
      ceases to be an Eligible Employee or a participant in the Savings Plan, he
      or she shall not be eligible to make additional Nonqualified Savings
      Contributions under the Plan.

            


    

     

    ARTICLE
IV

     

    NONQUALIFIED
SAVINGS CONTRIBUTIONS

     

    
      	
              4.1  

            	
              NONQUALIFIED
      SAVINGS ELECTIONS.  In accordance with rules established by the
      Committee, a Participant may elect, within the thirty (30) day period
      prior to the beginning of a calendar year, to make a Nonqualified Savings
      Contribution with respect to the following Plan Year by use of a
      Participant Enrollment and Election Form.  The terms of the
      election form shall provide that the Participant agrees to accept a
      reduction in whole percentage amounts of either (i) his Compensation,
      exclusive of any Bonus paid to the Participant (not to exceed 20% of
      Compensation, excluding Bonuses), and/or (ii) his Bonus, if any, from the
      Company (up to 100% of the Bonus).  In addition, a participant
      in the Savings Plan who becomes a Participant during the Plan Year may
      elect, within thirty (30) days after the date he or she became a
      Participant, to make a Nonqualified Savings Contribution with respect to
      the remaining portion of the Plan Year by use of a Participant Enrollment
      Form.  In addition, a Participant may elect, no later than the
      date that is six (6) months before the end of the fiscal year, to defer up
      to 100% of his Performance Bonus for such fiscal year to the Plan (to the
      extent that the amount of such bonus that is earned for such year remains
      substantially uncertain at the date of the election to defer
      it).

            


    

     

    
      	
              4.2  

            	
              PAYROLL
      DEDUCTIONS.  Nonqualified Savings Contributions shall be made
      through payroll deductions.

            


    

     

    
      	
              4.3  

            	
              ADJUSTMENT
      OF PAYROLL DEDUCTIONS.  The Participant may change the amount of
      his or her Nonqualified Savings Contribution by delivering to the
      Committee, prior to the beginning of a calendar year, a new Participant
      Enrollment and Election Form.  Any amendment or termination of a
      Participant Enrollment and Election Form shall not be effective until
      January 1 following the calendar year in which the amendment or
      termination election is both (i) executed by the Participant and (ii)
      delivered to the Committee.  Once made, a Nonqualified Savings
      Contribution payroll deduction election shall continue in force
      indefinitely, until changed by the Participant on a subsequent Participant
      Enrollment and Election Form.  The foregoing provisions shall
      not apply to elections to defer Performance Bonuses in accordance with
      Section 4.1 hereof.

            


    

     

    
      	
              4.4  

            	
              TIMING
      OF CONTRIBUTION.  Nonqualified Savings Contributions shall be
      made at the same time and in the same manner as Savings
      Contributions.

            


    

     

    ARTICLE
V

     

    NONQUALIFIED
EMPLOYER MATCHING CONTRIBUTIONS

     

    
      	
              5.1  

            	
              NONQUALIFIED
      EMPLOYER MATCHING CONTRIBUTION PERCENTAGE.  The Participating
      Employers shall make a Nonqualified Employer Matching Contribution on
      behalf of a Participant, and on account of the Participant's Nonqualified
      Savings Contributions for a Plan Year, at the same rate as the Employer
      Contribution to the Savings Plan for the Plan Year, taking into account
      the Pay Cap.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.2  

            	
              TIMING
      OF MATCH.  Nonqualified Employer Matching Contributions shall be
      made at the same time and in the same manner as Employer Contributions to
      the Savings Plan.

            


    

     

    ARTICLE
VI

     

    NONQUALIFIED
EMPLOYER DISCRETIONARY AND EXCESS CONTRIBUTIONS

     

    
      	
              6.1  

            	
              NONQUALIFIED
      EMPLOYER DISCRETIONARY CONTRIBUTION.  In its sole discretion,
      each Participating Employer may make a Nonqualified Employer Discretionary
      Contribution on behalf of each Participant, in an amount determined by the
      Participating Employer in accordance with the
  following:

            


    

     

    
      	
              (A)  

            	
              A
      percentage of each Participant's Compensation for the Plan
      Year;  and/or

            


    

     

    
      	
              (B)  

            	
              A
      percentage of some or all of the Participant's Nonqualified Savings
      Contribution for the Plan Year.

            


    

     

    
      	
              6.2  

            	
              NONQUALIFIED
      EXCESS CONTRIBUTION.  In its sole discretion, each Participating
      Employer may make a Nonqualified Excess Contribution on behalf of each
      Participant, in an amount equal to the Excess Contributions made to each
      Participant's Savings Plan
accounts.

            


    

     

    
      	
              6.3  

            	
              TIMING
      OF CONTRIBUTION.  The Nonqualified Employer Discretionary
      Contributions and Nonqualified Excess Contributions shall be made as soon
      as administratively feasible after declared by the Board of Directors of
      each Participating Employer.

            


    

     

    ARTICLE
VII

     

    PLAN
ACCOUNTS

     

    
      	
              7.1  

            	
              ESTABLISHMENT
      OF ACCOUNTS; INVESTMENT FUNDS.  There shall be established and
      maintained by the Committee separate Accounts in the name of each
      Participant, as required and as described in this Article
      VII.  The Committee shall designate a selection of investment
      funds, one of which shall be invested in Company Stock.  Each
      Participant’s Accounts may be deemed to be invested in one or more of such
      investment funds, in multiples of 1%.  The establishment of the
      investment funds shall be solely for purposes of determining the income,
      gains and losses to be subsequently credited to each Participant’s
      Accounts, and the Company is under no obligation to acquire or provide any
      investment funds.  In crediting the Participant’s Accounts with
      the Contributions set forth below, the amount of the Contribution shall be
      divided by the fair market value of a share of the investment fund as of
      the most recent Valuation Date, or in the case of an investment in shares
      of Company Stock, divided by the value of a share of Company Stock as of
      the close of the immediately preceding business
  day.

            


    

     

    
      	
              7.2  

            	
              NONQUALIFIED
      SAVINGS ACCOUNT.  The Committee shall establish an Account to
      which are credited a Participant’s Nonqualified Savings
      Contributions.

            


    

     

    
      	
              7.3  

            	
              NONQUALIFIED
      EMPLOYER MATCHING CONTRIBUTION ACCOUNT.  The Committee shall
      establish an Account to which are credited a Participant’s Nonqualified
      Employer Matching Contributions.

            


    

     

    
      	
              7.4  

            	
              NONQUALIFIED
      EMPLOYER DISCRETIONARY CONTRIBUTION ACCOUNT.  The Committee
      shall establish an Account to which are credited a Participant’s
      Nonqualified Employer Discretionary
  Contributions.

            


    

     

    
      	
              7.5  

            	
              NONQUALIFIED
      EXCESS CONTRIBUTION ACCOUNT.  The Committee shall establish an
      Account to which are credited a Participant's Nonqualified Excess
      Contributions.

            


    

     

    ARTICLE
VIII

     

    TRANSFERS
TO SAVINGS PLAN

     

    
      	
              8.1  

            	
              ACCOUNT
      TRANSFERS.  A transfer made pursuant to this Article shall not
      constitute a Payment of Benefits, as that phrase is referenced in Article
      XI.  As soon as administratively feasible after the end of a
      Plan Year, but in no event later than 2 1/2 months following the end of
      that Plan Year, the Committee shall transfer to the Savings
      Plan:

            


    

     

    
      	
              (A)  

            	
              The
      Nonqualified Savings Contributions credited to each Participant's
      Nonqualified Savings Contribution Account for that Plan Year (inclusive of
      earnings);  and

            


    

     

    
      	
              (B)  

            	
              The
      Nonqualified Employer Matching Contributions credited to each
      Participant's Nonqualified Employer Matching Contribution Account for that
      Plan Year (inclusive of earnings).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
the above, the amounts so transferred shall be adjusted so that in no event
shall an amount be transferred that would cause the Savings Plan to exceed the
Deferral Limit, the 415 Limit, the Pay Cap, the ADP Restrictions or the ACP
Restrictions under the Savings Plan.  Further, and notwithstanding the
above, it is intended that all transfers pursuant to this Article shall satisfy
the requirements of the final Treasury Regulations under Section 409A of the
Code, and shall not constitute a prohibited acceleration of payments under a
non-qualified deferred compensation plan.  Therefore, such transfers
shall not otherwise result in a change in the time or form of a payment under
this Plan, the change in the amounts deferred under this Plan shall not exceed
the change in the amounts deferred as a result of the transfer under the
Company’s Savings Plan.

     

    
      	
              8.2  

            	
              FREQUENCY
      OF TRANSFERS.  In its sole discretion, the Committee may make
      multiple transfers under Section 8.1 during a Plan
  Year.

            


    

     

    
      	
              8.3  

            	
              RESTRICTION.  No
      transfer shall occur under Section 8.1 unless the terms of the Savings
      Plan specifically provide that such transfers will be
      accepted.

            


    

     

    
      	
              8.4  

            	
              NON-TRANSFERABILITY.  Except
      as expressly provided in this Article VIII, the Company Stock and/or any
      rights or benefits under the Plan may not be transferred, assigned,
      pledged or hypothecated in any manner, by operation of law or otherwise,
      other than by will or by the laws of descent and distribution, and shall
      not be subject to execution, attachment or similar
  process.

            


    

     

    ARTICLE
IX

     

    ALLOCATION
OF FUNDS

     

    
      	
              9.1  

            	
              ALLOCATIONS
      OF CONTRIBUTIONS.  Each Participant's Account shall be credited
      with Nonqualified Savings Contributions and Nonqualified Employer Matching
      Contributions in accordance with the allocation provisions of the Savings
      Plan.  Nonqualified Employer Matching Contributions shall only
      be allocated to those Eligible Employees who meet the requirements of
      receiving an allocation of Employer Contributions under the Savings
      Plan.  As of the last day of each Plan year, each Participant's
      Account shall be credited with Nonqualified Employer Discretionary
      Contributions and Nonqualified Excess Contributions in accordance with the
      allocation method specified by the Participating Employer in accordance
      with Article VI of the Plan.  Nonqualified Employer
      Discretionary Contributions shall only be allocated to those Eligible
      Employees who are employed on the last business day of the Plan year, and
      each Eligible Employee who would have been an Eligible Employee on such
      day but for his death, Disability, Early Retirement, or Retirement during
      such year.

            


    

     

    
      	
              9.2  

            	
              ALLOCATION
      OF EARNINGS OR LOSSES ON ACCOUNTS.  Each Participant’s Account
      shall be deemed invested in the investment funds or Company Stock, as
      elected by the Participant in accordance with Section 7.1 of the
      Plan.  Accounts which are deemed invested in investment funds
      shall, as a bookkeeping entry, be credited or debited with the increase or
      decrease in the value of such fund as of each Valuation
      Date.  Accounts which are invested in Company Stock shall, as a
      bookkeeping entry, be credited or debited with the increase or decrease in
      the price of a share of common stock of Frozen Food Express Industries,
      Inc. as quoted on the Nasdaq stock market Global Select Market as of each
      business day.  The Committee shall have discretion to establish
      reasonable administrative procedures and allocation rules as it deems
      necessary to maintain the records of each Participant’s
      Accounts.

            


    

     

    
      	
              9.3  

            	
              ADJUSTMENTS
      TO NUMBER OF SHARES OF COMPANY STOCK.  If Frozen Food Express
      Industries, Inc. shall (i) declare a dividend or make a distribution on
      its outstanding shares of common stock in additional shares of
      stock,  (ii) subdivide or reclassify the outstanding shares of
      stock into a greater number of shares of stock, or (iii) combine or
      reclassify the outstanding shares of stock into a lesser number of shares
      of stock, then the number of a Participant’s shares of Company Stock shall
      be adjusted immediately after the record date for such dividend or
      distribution or the effective date of such subdivision, combination or
      reclassification, so that such number is increased or decreased as
      appropriate, in the sole discretion of the Committee, to reflect such
      event.

            


    

     

    
      	
              9.4  

            	
              ACCOUNTING
      FOR DISTRIBUTIONS.    As of the date of any
      distribution under the Plan to a Participant or his or her Beneficiary or
      Beneficiaries, such distribution shall be charged to the applicable
      Participant’s Account.  The Participant’s Account is valued
      based upon the investment funds’ or Company Stock’s most recent valuation
      as determined in accordance with this Article
  IX.

            


    

     

    
      
        	
                9.5  

              	
                NOT
      USED.

              


      

       

    

    
      
        	
                9.6  
      

              	
                FUNDING
      OF OBLIGATIONS.   The Company may elect to transfer assets to
      the Trust, the provisions of which require the use of the Trust's assets
      to satisfy claims of its general unsecured creditors in the event of the
      Company’s insolvency.  The assets of the Trust shall not be
      deemed to be assets of this
Plan.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
X

     

    VESTING

     

    
      	
              10.1  

            	
              NONQUALIFIED
      SAVINGS CONTRIBUTIONS AND NONQUALIFIED EXCESS
      CONTRIBUTIONS.  A Participant shall always be one hundred
      percent (100%) vested in amounts credited to his or her Nonqualified
      Savings Contribution Account and Nonqualified Excess Contribution
      Account.

            


    

     

    
      	
              10.2  

            	
              NONQUALIFIED
      EMPLOYER MATCHING CONTRIBUTIONS.  A Participant shall always
      have the same vesting percentage in his or her Nonqualified Employer
      Matching Contribution Account as he or she has in his or her Employer
      Contribution Account under the Savings Plan.  A Participant's
      Nonqualified Employer Matching Contribution Account shall be one hundred
      percent (100%) vested immediately prior to a Change of Control (as defined
      in Section 11.3) of Frozen Food Express Industries,
  Inc.

            


    

     

    
      	
              10.3  

            	
              NONQUALIFIED
      EMPLOYER DISCRETIONARY CONTRIBUTIONS.  A Participant shall
      always have the same vesting percentage in his or her Nonqualified
      Employer Discretionary Contribution Account as he or she has in his or her
      Employer Contribution Account under the Savings Plan.  A
      Participant's Nonqualified Employer Discretionary Contribution Account
      shall be one hundred percent (100%) vested immediately prior to a Change
      of Control (as defined in Section 11.3) of Frozen Food Express Industries,
      Inc.

            


    

     

    ARTICLE
XI

     

    PAYMENT
OF BENEFITS

     

    
      	
              11.1  

            	
              PAYMENT
      OF BENEFITS.  The terms of the Participant Enrollment and
      Election Form shall require the Participant to elect the time and form of
      payment of his benefit under this Plan.  Except as provided in
      Section 11.1(D), the Participant’s elections regarding the time and form
      of payment shall be irrevocable.

            


    

     

    
      	
              (A)  

            	
              TIME
      OF PAYMENT.  The benefit payable under this Plan shall be
      distributed upon the occurrence of such event as the Participant has
      elected from the following alternatives (the "Distribution
      Date(s)"):

            


    

     

    
      	
              (i)  

            	
              One
      (1) or more specified dates in the
future;

            


    

     

    
      	
              (ii)  

            	
              The
      Participant's attainment of a specified
    age(s);  or

            


    

     

    
      	
              (iii)  

            	
              The
      Participant's Termination of
Employment.

            


    

     

    Notwithstanding
the above, the Participant's benefit shall be payable upon the death of the
Participant.  Any death benefit payable under the Plan shall be
payable to the Participant’s Beneficiary.  If the Participant elects
more than one Distribution Date, he or she will also be required to designate
the percentage of his Account balance that shall be distributed on each
Distribution Date.

     

    
      	
              (B)  

            	
              PAYMENTS
      UPON TERMINATION OF EMPLOYMENT OF SPECIFIED EMPLOYEES.Notwithstanding any
      other provision of the Plan to the contrary, if a payment is made upon
      Termination of Employment (not by reason of death) of a Participant who is
      a Specified Employee (as defined in Code Section 409A(a)(2)(B)(i)) on the
      date of termination, such Participant’s distribution may not commence
      earlier than six (6) months and one (1) day following the date of his or
      her Termination of Employment (or upon his death). If it is determined
      that compliance with Section 409A of the Code necessitates distribution on
      a date certain, such distribution shall be made, or begin to be made, on
      the date that is the first business day after the six-month period
      commencing on the date of Termination of Employment.  The
      provisions of this Section 11.1(B) shall apply only if any of the
      Company’s outstanding stock is publicly traded on an established
      securities market upon the date of Termination of
    Employment.

            


    

     

    
      	
              (C)  

            	
              FORM
      OF PAYMENT.  Payment of the nonforfeitable portion of the
      benefits credited to each Participant's Account shall be made in such form
      as the Participant has elected from among the following
      alternatives::

            


    

     

    
      	
              (i)  

            	
              In
      a lump sum;

            


    

     

    
      	
              (ii)  

            	
              In
      monthly, quarterly or annual periodic payments for a specified number of
      years, not in excess of ten (10), where each payment shall be a fraction
      of the Participant's Account balances as of the Valuation Date immediately
      prior to the date each payment is to be made, and where such fraction for
      each payment shall be one (1) divided by the number of payments remaining
      (including the current payment), and in which event the unpaid balance
      shall continue to be adjusted until it is distributed in
      full;  or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (iii)  

            	
              In
      a combination of the methods specified in Sections 11.1(C)(i) and (ii);
      provided,
      however, that a Participant may designate only one form of payment
      upon the occurrence of death or a Distribution Date described in Section
      11.1(A).

            


    

     

    The
payment of the benefit due under the Plan shall begin as soon as
administratively feasible, but in no event later than the sixtieth (60th) day
following the Participant's Distribution Date or death (subject to the
provisions of Section 11.1(B)).  Benefit payments shall be distributed
in cash (for accounts deemed invested in investment funds) and/or shares of
Company Stock (for accounts invested in Company Stock).

     

    
      	
              (D)  

            	
              SUBSEQUENT
      ELECTIONS REGARDING TIMING AND/OR FORM OF PAYMENT.  A
      Participant may make a subsequent election regarding the timing and/or
      form of payment of his benefit by completing a new Participant Enrollment
      and Election Form;  provided, however, that a modification of a
      Participant’s previous election related to the form of distribution of his
      or her benefit is ineffective unless all of the following requirements are
      satisfied:

            


    

     

    
      	
              (i)  

            	
              Such
      modification may not be effective for at least twelve (12) months after
      the date on which the modification is filed with the
      Committee;

            


    

     

    
      	
              (ii)  

            	
              Except
      in the case of modifications relating to distributions on account of death
      or an unforeseeable emergency (as defined in Section 11.2), the
      modification must provide that payment will not commence for at least five
      (5) years from the date payment would otherwise have been made or
      commenced under the Participant’s prior payment election;
    and

            


    

     

    
      	
              (iii)  

            	
              A
      modification related to distribution to be made at a specified time or
      under a fixed schedule may not be made less than twelve (12) months prior
      to the date of the first otherwise scheduled
  payment.

            


    

     

    
      	
              11.2  

            	
              HARDSHIP
      WITHDRAWALS.  A Participant may
      apply to the Committee to receive a distribution from his Account
      (hereinafter called a "Hardship Withdrawal"), which the Committee may
      approve in its sole discretion if it determines that the Participant has
      an unforeseeable emergency as hereinafter defined.  No Hardship
      Withdrawal shall be in an amount greater than the lesser of (i) the amount
      needed to satisfy such emergency plus amounts necessary to pay taxes
      reasonably anticipated as a result of the distribution, and (ii) the
      balance of the Participant's Account on the date of such Hardship
      Withdrawal.  An unforeseeable emergency is defined as a severe
      financial hardship resulting from an illness or accident of the
      Participant, the Participant’s spouse, or of a dependent (as defined in
      Code Section 152(a)), loss of the Participant’s property due to casualty,
      or other similar extraordinary and unforeseeable circumstances arising as
      a result of events beyond the control of the Participant. A distribution
      on account of unforeseeable emergency may not be made to the extent that
      such emergency is or may be relieved through reimbursement or compensation
      from insurance or otherwise, or by liquidation of the Participant’s
      assets, to the extent the liquidation of such assets would not cause
      severe financial hardship.  Distributions because of
      unforeseeable emergency must be limited to the amount reasonably necessary
      to satisfy the emergency need, which may include amounts necessary to pay
      any federal, state or local income taxes or penalties reasonably
      anticipated from the distribution.

            


    

     

    
      	
              11.3  

            	
              PAYMENT
      UPON CHANGE OF CONTROL.  Notwithstanding any other provision of
      this Plan, a Participant's Account shall be distributed to the Participant
      in a cash lump-sum within sixty (60) days after a Change of Control of
      Frozen Food Express Industries, Inc.  "Change of Control" means,
      in accordance with Treasury Regulation Section 1.409A-3(i)(5), the
      happening of any of the events described in sub-sections (A) through (D)
      below:

            


    

     

    
      	
              (A)  

            	
              any
      one Person, or more than one Person acting as a group, acquires ownership
      of stock of the Company that, together with stock held by such Person or
      group, constitutes more than 50% of either the total fair market value or
      total voting power of the stock of the Company;
  or

            


    

     

    
      	
              (B)  

            	
              any
      one Person, or more than one Person acting as a group, acquires (or has
      acquired during the 12-month period ending on the date of the most recent
      acquisition by such Person or Persons) ownership of stock of the Company
      possessing 50% or more of the total voting power of the stock of the
      Company; or

            


    

     

    
      	
              (C)  

            	
              a
      majority of members of the Board is replaced during any 12-month period by
      directors whose appointment or election is not endorsed by a majority of
      the members of the Board prior to the date of the appointment or election;
      or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (D)  

            	
              any
      one Person, or more than one Person acting as a group, acquires (or has
      acquired during the 12-month period ending on the date of the most recent
      acquisition by such Person or Persons) assets from the Company that have a
      total gross fair market value equal to more than 50% of all of the assets
      of the Company immediately prior to such acquisition or
      acquisitions.

            


    

     

    
      	
              11.4  

            	
              LOANS.  No
      loans are permitted by the Plan.

            


    

     

    
      	
              11.5  

            	
              PAYMENT
      UPON TERMINATION OF THE PLAN.  If the Plan is terminated
      pursuant to the provisions of Article XIV. hereof, the Committee shall
      cause the Employer to pay to all Participants all of the vested amounts
      then standing to their credit, in accordance with the applicable
      provisions of Article XIV.

            


    

     

    ARTICLE
XII

     

    THE
COMMITTEE

     

    
      	
              12.1  

            	
              COMMITTEE.  The
      Committee shall administer, construe, and interpret the Plan and shall
      determine, subject to the provisions of the Plan in a manner consistent
      with the administration of the Savings Plan, the Eligible Employees who
      become Participants in the Plan from time to time and the amount, if any,
      due a Participant (or his or her Beneficiary) under this
      Plan.  No member of the Committee shall be liable for any act
      done or determination made in good faith.  No member of the
      Committee who is a Participant in this Plan may vote on matters affecting
      his or her personal benefit hereunder, but any such member shall otherwise
      be fully entitled to act in matters arising out of or affecting this Plan
      notwithstanding his or her participation herein.  In carrying
      out its duties herein, the Committee shall have discretionary authority to
      exercise all powers and to make all determinations, consistent with the
      terms of the Plan, in all matters entrusted to it, and its determinations
      shall be given deference and shall be final and binding on all interested
      parties.

            


    

     

    ARTICLE
XIII

     

    ADMINISTRATION

     

    
      	
              13.1  

            	
              ADMINISTRATIVE
      AUTHORITY.  Except as otherwise specifically provided herein,
      the Committee shall have the sole responsibility for and the sole control
      of the operation and administration of the Plan, and shall have the power
      and authority to take all actions and to make all decisions and
      interpretations which may be necessary or appropriate in order to
      administer and operate the Plan Plan, including, without limiting the
      generality of the foregoing, the power, duty, and responsibility
      to:

            


    

     

    
      	
              (A)  

            	
              Resolve
      and determine all disputes or questions arising under the Plan, including
      the power to determine the rights of Eligible Employees, Participants, and
      Beneficiaries, and their respective benefits, and to remedy any
      ambiguities, inconsistencies, or omissions in the
  Plan.

            


    

     

    
      	
              (B)  

            	
              Adopt
      such rules of procedure and regulations as in its opinion may be necessary
      for the proper and efficient administration of the Plan and as are
      consistent with the Plan.

            


    

     

    
      	
              (C)  

            	
              Implement
      the Plan in accordance with its terms and the rules and regulations
      adopted as above.

            


    

     

    
      	
              (D)  

            	
              Make
      determinations with respect to the eligibility of any Eligible Employee as
      a Participant and make determinations concerning the crediting and
      distribution of Plan Accounts.

            


    

     

    
      	
              (E)  

            	
              Appoint
      any persons or firms, or otherwise act to secure specialized advice or
      assistance, as it deems necessary or desirable in connection with the
      administration and operation of the Plan, and the Committee shall be
      entitled to rely conclusively upon, and shall be fully protected in any
      action or omission taken by it in good faith reliance upon the advice or
      opinion of such firms or persons.  The Committee shall have the
      power and authority to delegate from time to time by written instrument
      all or any part of its duties, powers, or responsibilities under the Plan,
      both ministerial and discretionary, as it deems appropriate, to any person
      or committee, and in the same manner to revoke any such delegation of
      duties, powers, or responsibilities.  Any action of such person
      or committee in the exercise of such delegated duties, powers, or
      responsibilities shall have the same force and effect for all purposes
      hereunder as if such action had been taken by the
      Committee.  Further, the Committee may authorize one or more
      persons to execute any certificate or document on behalf of the Committee,
      in which event any person notified by the Committee of such authorization
      shall be entitled to accept and;  conclusively rely upon any
      such certificate or document executed by such person as representing
      action by the Committee until such third person shall have been notified
      of the revocation of such
authority.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              13.2  

            	
              UNIFORMITY
      OF DISCRETIONARY ACTS.  Whenever in the administration or
      operation of the Plan discretionary actions by the Committee are required
      or permitted, such actions shall be consistently and uniformly applied to
      all persons similarly situated, and no such action shall be taken which
      shall discriminate in favor of any particular person or group of
      persons.

            


    

     

    
      	
              13.3  

            	
              LITIGATION.  Except
      as may be otherwise required by law, in any action judicial proceeding
      affecting the Plan, no Participant or Beneficiary shall be entitled to any
      notice or service of process, and any final judgment entered in such
      action shall be binding on all persons interested in, or claiming under,
      the Plan.

            


    

     

    
      	
              13.4  

            	
              PAYMENT
      OF ADMINISTRATION EXPENSES.  All expenses incurred in the
      administration and operation of the Plan, including any taxes payable by
      the Participating Employers in respect of the Plan,  shall be
      paid by the Participating
Employers.

            


    

     

    
      	
              13.5  

            	
              CLAIMS
      PROCEDURE.

            


    

     

    
      	
              (A)  

            	
              NOTICE
      OF CLAIM.  Any Eligible Employee or beneficiary, or the duly
      authorized representative of an Eligible Employee or beneficiary, may file
      with the Committee a claim for a benefit hereunder.  Such a
      claim must be in writing on a form provided by the Committee and must be
      delivered to the Committee, in person or by mail, postage
      prepaid.  Within ninety (90) days after the receipt of such a
      claim, the Committee shall send to the claimant, by mail, postage prepaid,
      a notice of the granting or the denying, in whole or in part, of such
      claim, unless special circumstances require an extension of time for
      processing the claim.  In no event may the extension exceed
      ninety (90) days from the end of the initial period.  If such an
      extension is necessary, the claimant will be given a written notice to
      this effect prior to the expiration of the initial ninety (90) day
      period.  The Committee shall have full discretion to deny or
      grant a claim in whole or in part in accordance with the terms of the
      Plan.  If notice of the denial of a claim is not furnished in
      accordance with this Section, the claim shall be denied and the claimant
      shall be permitted to exercise his or her right to review pursuant to
      Sections 13.5(c) and 13.5(d) of the Plan, as
  applicable.

            


    

     

    
      	
              (B)  

            	
              ACTION
      ON CLAIM.  The Committee shall provide to every claimant who is
      denied a claim for benefits a written notice setting forth, in a manner
      calculated to be understood by the
claimant:

            


    

     

    
      	
              (i)  

            	
              The
      specific reason or reasons for the
denial;

            


    

     

    
      	
              (ii)  

            	
              A
      specific reference to the pertinent Plan provisions on which the denial is
      based;

            


    

     

    
      	
              (iii)  

            	
              A
      description of any additional material or information necessary of the
      claimant to perfect the claim and an explanation of why such material or
      information is
necessary;  and

            


    

     

    
      	
              (iv)  

            	
              An
      explanation of the Plan's claim review
  procedure.

            


    

     

    
      	
              (C)  

            	
              REVIEW
      OF DENIAL.  Within sixty (60) days after the receipt by a
      claimant of written notification of the denial (in whole or in part) of a
      claim, the claimant or the claimant's duly authorized representative, upon
      written application to the Committee, delivered in person or by certified
      mail, postage prepaid, may review pertinent documents and may submit to
      the Committee, in writing, issues and comments concerning the
      claim.

            


    

     

    
      	
              (D)  

            	
              DECISION
      ON REVIEW.  Upon the Committee's receipt of a notice of a
      request for review, the Committee shall make a prompt decision on the
      review and shall communicate the decision on review in writing to the
      claimant.  The decision on review shall be written in a manner
      calculated to be understood by the claimant and shall include specific
      reasons for the decision and specific references to the pertinent
      provisions on which the decision is based.  The decision on
      review shall be made not later than sixty (60) days after the Committee's
      receipt of a request for a review, unless special circumstances require an
      extension of time for processing, in which case a decision shall be
      rendered not later than one hundred twenty (120) days after receipt of the
      request for review.  If an extension is necessary, the claimant
      shall be given written notice of the extension by the Committee prior to
      the expiration of the initial sixty (60) day period.  If notice
      of the decision on review is not furnished in accordance with this
      Section, the claim shall be denied on
review.

            


    

     

    
      	
              13.6  

            	
              LIABILITY
      OF COMMITTEE, INDEMNIFICATION.  To the extent permitted by law,
      the Committee shall not be liable to any person for any action taken or
      omitted in connection with the interpretation and administration of the
      Plan unless attributable to his or her own bad faith or willful
      misconduct.

            


    

     

    
      	
              13.7  

            	
              EXPENSES.  The
      cost of the establishment of the Plan and its adoption by Participating
      Employers, including but not limited to legal and accounting fees, shall
      be borne by the Participating
Employers.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              13.8  

            	
              TAXES.  All
      amounts payable hereunder shall be reduced by any and all Federal, state,
      and local taxes imposed upon an Eligible Employee or his or her
      beneficiary which are required to be paid or withheld by Participating
      Employers.  The determination of Participating Employers
      regarding applicable income and employment tax withholding requirements
      shall be final and binding on the Eligible
  Employee.

            


    

     

    
      	
              13.9  

            	
              ATTORNEY'S
      FEES.  The Participating Employers shall pay the reasonable
      attorney's fees incurred by any Eligible Employee in an action brought
      against a Participating Employer to enforce such Eligible Employee's
      rights under the Plan, provided that such fees shall only be payable in
      the event that the Eligible Employee prevails in such
    action.

            


    

     

    
      	
              13.10  

            	
              PLAN
      STATUS.  This Plan is intended to be "a plan which is unfunded
      and maintained by an employer primarily for the purpose of providing
      deferred compensation for a select group of management or highly
      compensated employees" within the meaning of Sections 201(2) and 301(a)(3)
      of the Employee Retirement Income Security Act of 1974 ("ERISA") and shall
      be interpreted and administered in a manner consistent with that
      intent.  Participants have the status of general unsecured
      creditors of the Company and the Plan constitutes a mere promise by the
      Company to pay benefit payments in the future.  A participant's
      right to benefit payments under the Plan are not subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment, or garnishment by creditors of the participant or the
      participant's beneficiary.

            


    

     

    ARTICLE
XIV

     

    MISCELLANEOUS
PROVISIONS

     

    
      	
              14.1  

            	
              GOVERNING
      LAW.  The Plan shall be governed by and construed in accordance
      with the laws of the State of Texas, except to the extent that federal law
      preempts its application.

            


    

     

    
      	
              14.2  

            	
              NO
      EMPLOYMENT GUARANTEE.  Nothing in the Plan shall be construed as
      an employment contract or a guarantee of continued employment with a
      Participating Employer.

            


    

     

    
      	
              14.3  

            	
              COUNTERPART
      EXECUTION.  The Plan may be executed by the Participating
      Employers in multiple counterparts, each of which shall be deemed an
      original but all of which together shall constitute but one and the same
      instrument.

            


    

     

    
      	
              14.4  

            	
              AMENDMENT;  TERMINATION.  The
      Board shall have the power and right from time to time to modify or amend
      the Plan, provided that no such change may deprive a Participant of the
      amounts allocated to his or her Account or be retroactive in effect to the
      prejudice of any Participant, and no such amendment shall cause the Plan
      to fail to comply with the provisions of Code Section 409A.  The
      Board may terminate the Plan upon occurrence of any one of the
      following:

            


    

     

    
      	
              (A)  

            	
              Within
      twelve (12) months of the Company’s dissolution taxed under Section 331 of
      the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C.
      Section 503(b)(1)(A), provided that the amounts deferred under the Plan
      are included in the Participants’ gross income in the latest
      of:

            


    

     

    
      	
              (i)  

            	
              The
      calendar year in which the Plan termination
  occurs;

            


    

     

    
      	
              (ii)  

            	
              The
      calendar year in which the amount is no longer subject to a substantial
      risk of forfeiture; or

            


    

     

    
      	
              (iii)  

            	
              The
      first calendar year in which the payment is administratively
      practicable.

            


    

     

    
      	
              (B)  

            	
              Within
      the thirty (30) days preceding or the twelve (12) months following a
      Change of Control;  provided that this paragraph will only apply
      to a payment if all agreements, methods, programs, and other arrangements
      sponsored by the Company immediately after the time of the Change of
      Control with respect to which deferrals of compensation are treated as
      having been deferred under a single plan under §1.409A-1(c)(2) are
      terminated and liquidated with respect to each Participant that
      experienced the Change of Control, so that under the terms of the
      termination and liquidation all such Participants are required to receive
      all amounts of compensation deferred under the terminated agreements,
      methods, programs, and other arrangements within twelve (12) months
      following the date the Company irrevocably takes all necessary action to
      terminate and liquidate the agreements, methods, programs, and other
      arrangements.

            


    

     

    
      	
              (C)  

            	
              At
      the discretion of the Company, provided that all of the following
      requirements are satisfied:

            


    

     

    
      	
              (i)  

            	
              The
      termination and liquidation does not occur proximate to a downturn in the
      Company’s financial health;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (ii)  

            	
              All
      arrangements sponsored by the Company that would be aggregated with the
      Plan under Section 1.409A-1(c) if the same Participant participated in all
      of the arrangements are terminated;

            


    

     

    
      	
              (iii)  

            	
              No
      payments other than payments that would be payable under the terms of the
      Plan if the termination had not occurred are made within twelve (12)
      months of the date the Company takes all necessary action to irrevocably
      terminate and liquidate the Plan and the other
    arrangements;

            


    

     

    
      	
              (iv)  

            	
              All
      payments are made within twenty-four (24) months of the date the Company
      takes all necessary action to irrevocably terminate and liquidate the Plan
      and the other arrangements; and

            


    

     

    
      	
              (v)  

            	
              The
      Company does not adopt a new arrangement that would be aggregated with any
      terminated arrangement under Section 1.409A-1(c) if the same Participant
      participated in both arrangements, at any time within three  (3)
      years following the date the Company takes all necessary action to
      irrevocably terminate and liquidate the
Plan.

            


    

     

    
      	
              (D)  

            	
              Such
      other events and conditions as the Commissioner of Internal Revenue may
      prescribe in generally applicable guidance published in the Internal
      Revenue Bulletin.

            


    

     

    
      	
              14.5  

            	
              CODE
      SECTION 409A COMPLIANCE.  The Plan shall be administered in
      accordance with the requirements of Code Section 409A and the regulatory
      guidance issued under such provision.  The Company reserves the
      right to further amend the Plan to whatever extent it deems necessary or
      appropriate to comply with Code Section
409A.

            


    

     

    
      	
              14.6  

            	
              ADOPTION
      BY PARTICIPATING EMPLOYERS.  Any Affiliate may, by resolution of
      its board of directors, adopt the Plan for its Eligible Employees, and
      thereby, from and after the effective date specified in such resolution,
      become a Participating Employer.  It shall not be necessary for
      the Participating Employer to execute the Plan.  The
      administrative powers and control of the Company, as provided in the Plan,
      including the right of amendment and of appointment and removal of the
      Committee, shall be the sole right of the Company and shall not be
      diminished by reason of the participation of any Participating
      Employer.  Any Participating Employer may withdraw from the Plan
      at any time.  Separate records shall be kept as to each
      Participating Employer.

            


    

     

    IN WITNESS WHEREOF, FFE TRANSPORTATION
SERVICES, INC. has caused this Plan to be executed by its duly appointed
officers on this 23rd day of
December, 2008, to be effective January 1, 2008.

    
      
        
          
            	 
      	
                     

                    FFE
      TRANSPORTATION SERVICES, INC.

                     

                  
	 
      	
                     

                    By:

                  	
                     

                    /s/
      Stoney M. Stubbs 

                  
	 
      	
                    Print
      Name:

                  	
                    Stoney M. Stubbs

                  	 
      
	 
      	
                    Date:

                  	
                    December 23, 2008