8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:

(Date of earliest event reported)

February 25, 2009

FROZEN FOOD EXPRESS INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas (State or Other Jurisdiction of Incorporation)	1-10006 COMMISSION FILE NUMBER	75-1301831 (IRS Employer Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309 (Address of Principal Executive Offices)		(214) 630-8090 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
r	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement

a)   On February 27, 2009 the Company and its banks agreed to the terms of the Fifth Amendment to the Amended and Restated Credit Agreement between Comerica Bank as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc., as Borrower and certain of its affiliates as of October 12, 2006. A copy of the Fifth Amendment is attached as Exhibit 10.4.   The amendment will enable the Company to pay cash dividends on the Company’s Common Stock in an aggregate amount not to exceed (a) $540,000 during the quarter ending March 31, 2009 and (b) $540,000 during the quarter ending June 30, 2009 provided that the quarter ending March 31, 2009 net loss does not exceed $1.5 million.

ITEM 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

a)   In connection with the appointment of Mr. Ronald J. Knutson as Senior Vice President and Chief Financial Officer of Frozen Food Express Industries, Inc. (the “Company”) as previously announced on January 19, 2009, the Company entered into a Change in Control Agreement with Mr. Knutson effective February 25, 2009.  The form of the agreement is substantially similar to the form of Change in Control Agreement entered into with the other executive officers of the Company that is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2006 and incorporated herein by reference.

b)   On February 25, 2009 the Company’s Board of Directors adopted the Third Amendment to the Frozen Food Express Industries, Inc. 401(K) Savings Plan (the “Plan”), which was adopted to adjust the Company’s matching contribution to the Plan from 50% of the first 4% of a participant’s compensation to 25% of the first 4% of a participant’s compensation.  The Third Amendment to the Frozen Food Express Industries, Inc. 401(K) Savings Plan is attached as Exhibit 10.2.

c)   On February 25, 2009 the Company’s Board of Directors amended the FFE Transportation Services Inc. Amended 2005 Executive Bonus and Restricted Stock Plan to provide for incentive bonus opportunities for executives based upon pre-established pre-tax income levels.  This is a change from the previous plan which was based primarily upon reaching targeted operating ratio percentages (adjusted operating expenses divided by adjusted revenues).  A copy of the FFE Transportation Services Inc. Amended 2005 Executive Bonus and Restricted Stock Plan is attached as Exhibit 10.3.

d)   On February 25, 2009, the Company announced the promotion of John T. Hickerson, 57, to Senior Vice President and Chief Marketing Officer of the Company.  Mr. Hickerson had previously served in the capacity of Senior VP and CMO of FFE Transportation Services and President of FFE Logistics, Inc., a position he will continue to fill.  Prior to joining the Company, Mr. Hickerson served as Chairman and CEO of Pacer Transport, Inc. in 2006 and as Vice President of Domestic Intermodal at the BNSF Railway from 2004 through 2005.   The Company has agreed to pay Mr. Hickerson an annual base salary of $256,150 which is subject to annual increases as set from time to time by the Compensation Committee of the Company’s Board of Directors. Mr. Hickerson will participate in the FFE Transportation Services, Inc. Amended 2005 Executive Incentive Bonus and Restricted Stock Plan (“Executive Plan”).  Under the Executive Plan, Mr. Hickerson is eligible for an annual cash bonus up to 125% of his base salary and shares of restricted stock of the Company up to 50% of the value of the cash bonus which vest in equal amounts over a period of three years.  Mr. Hickerson also participates in the FFE Transportation Services, Inc. Incentive Bonus Plan with a maximum payout of 3 weeks of his base salary.   Mr. Hickerson receives a car allowance of $6,000 per year and is eligible for a holiday bonus equivalent to one week of the base salary.  Mr. Hickerson is also reimbursed by the Company for club membership dues of $6,600 per annum.  Mr. Hickerson continues to participate, or be eligible to participate, in the Company’s broad-based programs including health, disability and life insurance programs, the Frozen Food Express Industries, Inc. 401(K) Savings Plan, the Frozen Food Express Industries, Inc. Amended 2005 Executive Bonus and Restricted Stock Plan and the FFE Transportation Services, Inc. 401(K) Wrap Plan.  He also participates in the Key Employee Supplemental Medical Plan.

e)   On February 25, 2009, the Company’s Board of Directors also appointed John T. Hickerson to the board as a Class II Director. It is expected that Mr. Hickerson will be a nominee for election by shareholders at the Company’s 2009 annual meeting for a full three-year term. Mr. Hickerson was appointed to fill the unexpired position vacated by Thomas G. Yetter in January, 2009. There are no transactions to which the Company or any of its subsidiaries is a party, and in which Mr. Hickerson or any member of his immediate family has a material interest, that is required to be disclosed under Item 404(a) of Regulation S-K. A copy of the press release announcing his appointment as a director is furnished, but not filed, with the Commission as Exhibit 99.1 this Current Report on Form 8-K.  

ITEM 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

a)   On February 25, 2009, the Company’s Board of Directors adopted amendments to and restated the Company’s Bylaws to provide constitution and powers, meetings, records and vacancies direction for the current standing committees and to allow for special meetings of the committees to be called upon 24 hours notice, a decrease from 72 hours previously required.  The Amended and Restated Bylaws of Frozen Food Express Industries, Inc. is attached as Exhibit 3.1.

ITEM 5.05.   Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

a)   The Company adopted a revised Code of Business Conduct and Ethics (the “Code”) on February 27, 2009 that was revised to include, but not limited, to the following:

·   Appoints a Code Compliance Officer;

·   Provides that the Board of Directors is responsible for the oversight and implementation of the Code by its charter;

·   Provides that the Board will review reports of the Nominating and Corporate Governance Committee;

·   Requires that any leases, equipment purchases or other contracts with officers, directors, or affiliates of the Company be approved by a majority of the independent directors;

·   Requires that any changes to the Code obtain approval from the Nominating and Corporate Governance Committee and a majority of the disinterested members of the board;

·   Prohibits employees of the Company from providing personal services to the officers;

·   Any material modifications to the Code be disclosed to the Company’s shareholders; and

·   Directs all inquiries regarding the Code to the Code Compliance Officer.

  A copy of the Code of Business Conduct and Ethics is attached as Exhibit 14.1.

ITEM 7.01. Regulation FD Disclosure

a)   On February 27, 2009 the Company announced that it will hold an earnings call for the fourth quarter and annual financial and operating results on Thursday, March 5, 2009 at 10:00 Central Standard Time.  A copy of the press release is attached as Exhibit 99.2.

ITEM 8.01. Other Events

a)   On February 27, 2009, the Company’s Board of Directors declared a quarterly cash dividend of $0.03 per share of the Registrant’s Common Stock to be paid on March 31, 2009 to holders of record as of March 13, 2009.  A copy of the press release announcing this action is furnished to, but not filed with, the Commission as Exhibit 99.2.

b)   On February 25, 2009, the responsibilities of the Nominating Committee were expanded to include certain corporate governance activities in connection with the administration of the Code.  The Nominating Committee was renamed the Nominating and Corporate Governance Committee and approved a charter that outlines its primary responsibilities.  The Nominating and Corporate Governance Committee Charter is attached as Exhibit 14.2.

ITEM 9.01.	Financial Statements and Exhibits
(a)	Financial statements of business acquired.
	Not applicable.
(b)	Pro-forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits
	3.1	Amended and Restated Bylaws of Frozen Food Express Industries, Inc.
	10.1	Form of Change in Control Agreement (filed as exhibit 10.1 to Company's Report on Form 8-K filed with the Commission on August 11, 2006 and incorporated herein by reference)
	10.2	Third Amendment to the Frozen Food Express Industries, Inc. 401(K) Savings Plan
	10.3	FFE Transportation Services Inc. Amended 2005 Executive Bonus and Restricted Stock Plan
	10.4	Fifth Amendment to the Amended and Restated Credit Agreement among Comerica Bank as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates as of October 12, 2006.
	14.1	Code of Business Conduct and Ethics
	14.2	Nominating and Corporate Governance Committee Charter
	99.1	Press release regarding the appointment of John T. Hickerson as Senior Vice President and Chief Marketing Officer and to the Company’s Board of Directors
	99.2	Press release regarding the payment of a cash dividend, announcement of the fourth quarter and annual earnings call and the date, time and location of the annual shareholders meeting

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FROZEN FOOD EXPRESS INDUSTRIES, INC.
Dated: March 2, 2009	By:	/s/ Ronald J. Knutson
		Ronald J. Knutson Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index

Exhibit No.		Exhibit Title
	3.1	Amended and Restated Bylaws of Frozen Food Express Industries, Inc.
	10.2	Third Amendment to the Frozen Food Express Industries, Inc. 401(K) Savings Plan
	10.3	FFE Transportation Services Inc. Amended 2005 Executive Bonus and Restricted Stock Plan
	10.4	Fifth Amendment to the Amended and Restated Credit Agreement among Comerica Bank as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates as of October 12, 2006.
	14.1	Code of Business Conduct and Ethics
	14.2	Nominating and Corporate Governance Committee Charter
	99.1	Press release regarding the appointment of John T. Hickerson as Senior Vice President and Chief Marketing Officer and to the Company’s Board of Directors
	99.2	Press release regarding the payment of a cash dividend, announcement of the fourth quarter and annual earnings call and the date, time and location of the annual shareholders meeting

EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED BYLAWS OF

FROZEN FOOD EXPRESS INDUSTRIES, INC.

ARTICLE I

OFFICES

Section 1. REGISTERED OFFICE AND AGENCY. The registered office of the Corporation shall be at 1145 Empire Central Place, Dallas, Texas, 75247. The name of the registered agent at such address is Stoney M. Stubbs.

Section 2. OTHER OFFICES. The Corporation may have, in addition to its registered office, offices and places of business at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 1. ANNUAL MEETING. An annual meeting of the Shareholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the Shareholders of the Corporation shall elect Directors as required by these By-Laws and transact such other business as may properly be brought before the meeting.

Section 2. SPECIAL MEETINGS. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation or by these By-Laws, may be called by the Chairman of the Board, the President, the Board of Directors, or the holders of not less than one-tenth in number of all the shares entitled to vote at the meetings.

Section 3. PLACE OF MEETINGS. Meetings of Shareholders shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 4. VOTING LIST. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at such meeting or any adjournment thereof arranged in alphabetical order, with the address and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting.

Section 5. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of each meeting of the Shareholders and, in case of a special meeting, the purpose or purposes of which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the body, officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 6. QUORUM OF SHAREHOLDERS. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at each meeting of Shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the shares entitled to vote and present in person or represented by proxy shall be the act of the Shareholders' Meeting, unless the vote of a greater number is required by statute, the Articles of Incorporation or these By-Laws, in which case the vote of such greater number shall be requisite to constitute the act of the meeting. The Shareholders present or represented at a duly organized meeting and entitled to vote thereat may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

Section 7. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, except as and to the extent otherwise provided by statute or the Articles of Incorporation. At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote either in person or by proxy executed in writing by such Shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Any vote may be taken viva voce or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

Section 8. ACTION WITHOUT MEETING. Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the Shareholders. Any such signed consent, or a signed copy thereof, shall be placed in the Minute Book of the Corporation.

ARTICLE III

BOARD OF DIRECTORS

Section 1. MANAGEMENT OF THE CORPORATION. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the Shareholders.

Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall consist of nine (9) persons, which number may be increased or decreased from time to time by amendment to these By-Laws; provided that at no time ever shall the number of Directors be less than three (3), and no decrease shall have the effect of shortening the term of any incumbent Director. Except as otherwise provided by statute, the Articles of Incorporation or these By-Laws, any directorship to be filled by reason of any increase in the number of Directors shall be filled by election at any annual meeting, or at a special meeting of Shareholders called for that purpose. None of the Directors need be Shareholders of the Corporation or residents of the State of Texas.  Upon the election or appointment of a Director, such Director shall certify to the Board of Directors whether or not he or she meets the qualifications to be an “Independent Director” as defined in the listing standards of the NASDAQ Stock Market (each, an “Independent Director”), whether or not the Corporation’s shares of common stock are so listed.  If at any point during a Director’s term of office the Director fails to meet such Independent Director qualifications, such Director shall promptly notify the Chairman of the Board of Directors of his or her change of status in writing.

Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the Shareholders, the Shareholders shall elect Directors to hold office for the terms described herein. At each election, the persons receiving the greatest number of votes shall be the directors. The Directors will be divided into three classes with as nearly an equal number of Directors as possible in each class. Directors will hold office until the third annual meeting of Shareholders after their election and until their successors are elected and qualified. At each annual meeting of Shareholders, Directors will be elected for the class whose term of office expires at that meeting. If the number of Directors is increased or decreased, each class shall have as close to the same number of Directors as each other class. At no time shall any class have more than one additional Director than any other class.

Section 4. REMOVAL. Directors may be removed only for cause at any special or annual meeting of Shareholders, by the affirmative vote of a majority in number of shares of the Shareholders present in person or by proxy at such meeting and entitled to vote for the election of such Director, if notice of intention to act upon such matter shall have been given in the notice calling such meeting.

Section 5. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by election at any annual or special meeting of the shareholders called for that purpose or may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected by the shareholders to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director appointed by the Board of Directors to fill a vacancy may, at the option of the Board, be appointed for (a) a term of office continuing only until the next election of one or more directors by the shareholders or (b) the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 6. PLACE OF MEETINGS. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the State of Texas and may be held by conference telephone or similar communications equipment or other suitable electronic communication system, including video conferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.

Section 7. ANNUAL MEETINGS. A meeting of the Board of Directors shall be held for the purpose of organization and the transaction of any other business without notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the Directors then serving such time or place shall be changed.

Section 8. REGULAR MEETINGS. Regular meetings of the Board of Directors, of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated to all Directors. Except as otherwise provided by statute, the Articles of Incorporation or these By-Laws, any and all business may be transacted at any regular meeting.

Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on twenty four (24) hours' notice to each Director, either personally, by mail, by telegram, by facsimile to a number provided by the Director for the purpose of receiving notice, by electronic mail to an address provided by the Director for the purpose of receiving notice, by posting notice on an electronic message board and sending a message to the Director at the address provided by the Director for the purpose of alerting the Director of such posting, or by communicating to the Director by any other form of electronic transmission consented to by the Director.  Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of any three (3) of the Directors. Except as may be otherwise expressly provided by statute or by the Articles of Incorporation or by these By-Laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 10. MEETINGS OF THE INDEPENDENT DIRECTORS. The Independent Directors shall meet in executive session outside of the presence of management and non-Independent Directors no less frequently than annually.  Any such meeting may be called by any Independent Director on not less than twenty four (24) hours' notice to each Independent Director, either personally, by mail, by telegram, by facsimile to a number provided by the Director for the purpose of receiving notice, by electronic mail to an address provided by the Director for the purpose of receiving notice, by posting notice on an electronic message board and sending a message to the Director at the address provided by the Director for the purpose of alerting the Director of such posting, or by communicating to the Director by any other form of electronic transmission consented to by the Director.

Section 11. QUORUM AND MANNER OF ACTING. At all meetings of the Board of Directors the presence of a majority of the number of Directors fixed by these By-Laws shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by statute, the Articles of Incorporation or these By-Laws. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, the Articles of Incorporation or these By-Laws, in which case the act of such greater number shall be requisite to constitute the act of the Board. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting any business may be transacted at the meeting as originally convened.

Section 12. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors or at a meeting of any Committee designated pursuant to Article V, Article VI or Article VII of these By-Laws may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Board of Directors or of such Committee, as the case may be. Any such signed consent, or a signed copy thereof, shall be placed in the minute book of the Corporation.

Section 13. DIRECTORS' COMPENSATION. The Board of Directors shall have authority to determine, from time to time, the amount of compensation, if any, which shall be paid to its members for their services as Directors and as members of standing or special committees of the Board. The Board shall also have power in its discretion to provide for and to pay to Directors rendering services to the Corporation not ordinarily rendered by Directors as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. PROCEDURE. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the Minute Book of the Corporation.

ARTICLE IV

NOTICES

Section 1. MANNER OF GIVING NOTICE. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any committee member, Director or Shareholder and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such member, Director or Shareholder at his address as it appears on the records or (in the case of a Shareholder) the stock transfer books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be deposited in the United States mails as aforesaid.

Section 2. WAIVER OF NOTICE. Whenever any notice is required to be given to any committee member, Shareholder or Director of the Corporation under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice.

ARTICLE V

EXECUTIVE COMMITTEE

Section 1. CONSTITUTION AND POWERS. The Board of Directors, by resolution adopted by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present, may designate two or more Directors, one of whom shall be the President of the Corporation, to constitute an Executive Committee, which Executive Committee shall have and may exercise, when the Board is not in session, all of the authority and powers of the Board of Directors in the business and affairs of the Corporation, even though such authority and powers be herein provided or directed to be exercised by a designated officer of the Corporation; provided that the foregoing shall not be construed as authorizing action by the Executive Committee with respect to any action which by statute, the Articles of Incorporation or these By-Laws is required to be taken by vote of a specified proportion of the number of Directors fixed by these By-Laws, or any other action required or specified by the Texas Business Corporation Act or other applicable law or by these By-Laws or by the Articles of Incorporation to be taken by the Board of Directors, as such. So far as practicable, members of the Executive Committee shall be appointed by the Board of Directors at its first meeting after each annual meeting of Shareholders and, unless sooner discharged by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present, shall hold office until their respective successors are appointed and qualify or until their earlier respective removals, deaths, resignations, retirements, or disqualifications.

Section 2. MEETINGS. Regular meetings of the Executive Committee, of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by affirmative vote of a majority of the whole Executive Committee.  Special meetings may be called by any member of the Executive Committee on not less than twenty-four (24) hours' notice to each member, either personally, by mail, by telegram, by facsimile to a number provided by the Director for the purpose of receiving notice, by electronic mail to an address provided by the Director for the purpose of receiving notice, by posting notice on an electronic message board and sending a message to the Director at the address provided by the Director for the purpose of alerting the Director of such posting, or by communicating to the Director by any other form of electronic transmission consented to by the Director. Except as may be otherwise expressly provided by statute or by the Articles of Incorporation or by these By-Laws, neither the business to be transacted at, nor the purpose of, any meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Executive Committee.

Section 3. RECORDS. The Executive Committee shall keep a record of its acts and proceedings and shall report the same, from time to time, to the Board of Directors. The Secretary of the Corporation, or, in his absence, an Assistant Secretary, shall act as secretary of the Executive Committee or the Committee may, in its discretion, appoint its own secretary.

Section 4. VACANCIES. Any vacancy in the Executive Committee may be filled by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.

ARTICLE VI

STANDING COMMITTEES

Section 1. CONSTITUTION AND POWERS. The Board of Directors, by resolution adopted by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present, shall designate that the following committees be established as standing committees to function, in conjunction with the Board of Directors, in the role designated by the rules of that committee’s charter.  The standing committees are; the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee.

For each standing committee, “the Committee”, The Board of Directors, by resolution adopted by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present, shall designate two or more Directors, each of whom shall be Independent Directors, to constitute the Committee, which the Committee shall have the functions set forth in the Committee Charter approved by a majority of the Board of Directors.

So far as practicable, members of the Committee shall be appointed by the Board of Directors at its first meeting after each annual meeting of Shareholders and, unless sooner discharged by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present, shall hold office until their respective successors are appointed and qualified or until their earlier respective removals, deaths, resignations, retirements, or disqualifications.  Notwithstanding any other provision of these By-Laws, if at any time a director serving on the Committee fails to meet the requirements to be an Independent Director, the Board of Directors shall promptly take all necessary actions to remove such director from the Committee and to appoint another Independent Director to the Committee.

Section 2. MEETINGS. Regular meetings of the Committee, of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by affirmative vote of a majority of the whole Committee.  Special meetings may be called by any member of the Committee on not less than twenty-four (24) hours' notice to each member, either personally or by mail or telegram. Except as may be otherwise expressly provided by statute or by the Articles of Incorporation or by these By-Laws, neither the business to be transacted at, nor the purpose of, any meeting of the Committee need be specified in the notice or waiver of notice of such meeting. A majority of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee.

Section 3. RECORDS. The Committee shall keep a record of its acts and proceedings and shall report the same, from time to time, to the Board of Directors. The Secretary of the Corporation, or, in his absence, an Assistant Secretary, shall act as secretary of the Executive Committee or the Committee may, in its discretion, appoint its own secretary.

Section 4. VACANCIES. Any vacancy in the Committee may be filled by affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.

ARTICLE VII

OTHER COMMITTEES OF THE BOARD

Section 1. OTHER COMMITTEES. The Board, by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. Any such committee shall have and may exercise all of the authority of the Board; provided however, that no such committee shall have such power or authority with respect to:

(a) amending the Articles of Incorporation, except that a committee may, to the extent provided in the resolution designating that committee or in the Articles of Incorporation and permitted under applicable law, exercise the authority of the Board vested in it in accordance with Article 2.13 of the Texas Business Corporation Act (relating to the establishment of a series of unissued shares of a class of stock);

(b) proposing a reduction of the stated capital of the Corporation in the manner permitted by Article 4.12 of the Texas Business Corporation Act;

(c) approving a plan of merger, share exchange, or conversion of the Corporation;

(d) recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business;

(e) recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof;

(f) amending, altering, or repealing the By-Laws of the Corporation or adopting new By-Laws of the Corporation;

(g) filling vacancies in the Board;

(h) filling vacancies in or designating alternate members of any such committee;

(i) filling any directorship to be filled by reason of an increase in the number of directors;

(j) electing or removing officers of the Corporation or members or alternate members of any such committee;

(k) fixing the compensation of any member or alternate members of such committee;

(l) altering or repealing any resolution of the Board that by its terms provides that it shall not be so amendable or repealable; provided, further, that, unless expressly so provided in the resolution of the Board designating such committee or in the Articles of Incorporation, no such committee shall have the power or authority to declare or authorize a dividend or other distribution or to authorize issuance of shares of the Corporation; or

(m) any other matter as to which such power or authority may not be delegated to such committee under applicable law.

Section 2.  Notwithstanding the foregoing, a committee of the Board may also be appointed in accordance with the methods provided in Texas Business Corporation Act, Article 5.14(H)(2).

ARTICLE VIII

OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES

Section 1. ELECTED OFFICERS. The elected officers of the Corporation shall be a Chairman of the Board (if the Board of Directors shall determine the election of such officer to be appropriate), a President, one or more Vice Presidents, as may be determined from time to time by the Board (and, in the case of each such Vice President, with such descriptive title, if any, as the Board of Directors shall deem appropriate), a Secretary, and a Treasurer. The Chairman of the Board, if any, and the President shall be members of the Board of Directors. No other elected officer of the Corporation need be a member of the Board of Directors.

Section 2. ELECTION. So far as is practicable, all elected officers (other than the Code of Business Conduct and Ethics Compliance Officer) shall be elected by the Board of Directors at its first meeting after each annual meeting of Shareholders.

Section 3. APPOINTIVE OFFICERS. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents (none of whom need be a member of the Board) as it shall from time to time deem appropriate.

Section 4. TWO OR MORE OFFICES. Any two (2) or more offices may be held by the same person, except that the President and Secretary shall not be the same person [and that the Code of Business Conduct and Ethics Compliance Officer may not hold any other office with the Corporation other than as chief legal officer, general counsel or corporate counsel of the Corporation].

Section 5. COMPENSATION. The compensation of all officers of the Corporation shall be fixed from time to time upon recommendation of the compensation committee, if the Corporation then has a compensation committee, otherwise by a majority of independent directors.

Section 6. TERM OF OFFICE; REMOVAL; FILLING OF VACANCIES. Each elected officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his earlier death, resignation, retirement, disqualification or removal from office. Each appointive officer shall hold office at the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent will not of itself create contract rights. If the office of any officer (other than the Code of Business Conduct and Ethics Compliance Officer) becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 7. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one shall be elected and serving, shall preside when present at all meetings of the Shareholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation and, subject to the provisions of these By-Laws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He and the President of the Corporation shall have general co-equal authority to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto, and to sign stock certificates. He shall have general authority to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the Chairman of the Board; and in general to exercise all of the powers usually appertaining to the Chief Executive Officer of a Corporation, except as otherwise provided by statute, the Articles of incorporation or any amendment thereto, or these By-Laws.

Section 8. PRESIDENT. If no Chairman of the Board is elected or serving, the President shall perform all duties of the Chairman of the Board; furthermore the President shall be the chief administrative officer of the Corporation and, subject to the provisions of these By-Laws, shall have general administrative supervision of the affairs of the Corporation. In the absence of the Chairman of the Board, or if such officer shall not have been elected or be serving, the President shall preside when present at meetings of the Shareholders and the Board of Directors. He shall have general, co-equal authority with the Chairman of the Board to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto, and to sign stock certificates, and to perform all of the duties and functions and assume all of the responsibilities of the Chairman of the Board in the absence of the Chairman of the Board, or if such officer shall not have been elected or be serving. In the absence or disability of the President, his duties shall be performed and his powers may be exercised by the Vice Presidents in order of their seniority, unless otherwise determined by the Chairman of the Board, the Executive Committee, or the Board of Directors.

Section 9. VICE PRESIDENTS. Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President, the Executive Committee or the Board of Directors.

Section 10. TREASURER. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation. He shall audit all payrolls and vouchers of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers of payments by the Corporation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangement and classification; shall supervise the accounting and auditing practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors or the Executive Committee shall from time to time direct or as shall be selected in accordance with procedures established by the Board of Directors or the Executive Committee; shall advise upon all terms of credit granted by the Corporation; and shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation. He shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all the duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, his duties shall be performed and his powers may be exercised by the Assistant Treasurers in the order or their seniority, unless otherwise determined by the Treasurer, the President, the Executive Committee or the Board of Directors. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office.

Section 11. ASSISTANT TREASURERS. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Treasurer, the President, the Executive Committee or the Board of Directors.

Section 12. SECRETARY. The Secretary shall see that notice is given of all meetings of the Shareholders and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Shareholders and the Board. He shall have charge of the corporate seal and have authority to attest any and all instruments or writings to which the same may be affixed. He shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, his duties shall be performed and his powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the President, the Executive committee or the Board of Directors.

Section 13. ASSISTANT SECRETARIES. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Secretary, the President, the Executive Committee or the Board of Directors.

Section 14. CODE OF BUSINESS CONDUCT AND ETHICS COMPLIANCE OFFICER. The Code of Business Conduct and Ethics Compliance Officer shall have the responsibilities given to such office in the Code.  The Code of Business Conduct and Ethics Compliance Officer shall be elected by the Nominating and Corporate Governance Committee and shall hold office, without the necessity of periodic reappointment, until his successor is chosen and qualified in his stead or until his earlier death, resignation, retirement, disqualification or removal from office by the Nominating and Corporate Governance Committee.

Section 15. ADDITIONAL POWERS AND DUTIES. In addition to the foregoing especially enumerated duties, services and powers, the several elected and appointive officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these By-Laws or as the Board of Directors or the Executive Committee may from time to time determine or as may be assigned to them by any competent superior officer.

ARTICLE IX

STOCK AND TRANSFER OF STOCK

Section 1. CERTIFICATES REPRESENTING SHARES. The shares of the Corporation may be either certificated shares or uncertificated shares. Each shareholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate representing shares of the Corporation’s stock in such form as may be determined by the Board of Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these By-Laws. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of Texas, the holder's name, the number and class of shares which such certificate represents, the par value of such shares or a statement that such shares are without par value, and such other matters as may be required by law. Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation or an employee of the Corporation, the signature of any such officer may be facsimile.

Section 2. LOST CERTIFICATES. The Board of Directors, the Executive Committee, the President, or such other officer or officers of the Corporation as the Board of Directors may from time to time designate, in its or his discretion, may direct a new certificate or certificates representing shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors, the Executive Committee, the President, or any other officer, in its or his discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it or he shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it or he may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed.

Section 3. TRANSFERS OF SHARES. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. With respect to certificated shares, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, with all required stock transfer tax stamps affixed thereto and canceled or accompanied by sufficient funds to pay such taxes, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate and record the transaction upon its books. With respect to uncertificated shares, such shares shall be transferred on the books of the Corporation upon delivery to the Corporation or the transfer agent of the Corporation of a proper instruction from the holder of such uncertificated shares with such proof of authenticity of signature as the Corporation or its transfer agent may require.

Section 4. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 5. PREEMPTIVE RIGHTS. No Shareholder or other person shall have any preemptive rights whatsoever.

ARTICLE X

MISCELLANEOUS

Section 1. DIVIDENDS. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the statutes and of the Articles of Incorporation, may be declared by the Board of Directors at any annual, regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, or in any combination thereof. The declaration and payment shall be at the discretion of the Board of Directors.

Section 2. RESERVES. There may be created from time to time by resolution of the Board of Directors, out of the earned surplus of the Corporation, such reserve or reserves as the Directors, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purposes as the Directors shall think beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. SIGNATURE OF NEGOTIABLE INSTRUMENTS. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents and in such manner as are permitted by these By-Laws or in such manner as, from time to time, may be prescribed by resolution (whether general or special) of the Board of Directors or the Executive Committee.

Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year, unless and until a different fiscal year is fixed by appropriate resolution of the Board of Directors.

Section 5. SEAL. The Corporation's seal shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

Section 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books of the Corporation shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such books shall be closed at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of Shareholders, such date in any case to be not more than sixty (60) days and in case of a meeting of Shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of Shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, or Shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

Section 7. SURETY BONDS. Such officers and agents of the Corporation (if any) as the President, the Board of Directors, or the Executive Committee may direct, from time to time, shall be bonded for the faithful performance or their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the President, the Board of Directors or the Executive committee may determine. The premiums on such bonds shall be paid by the Corporation, and the bonds so furnished shall be in the custody of the Secretary.

ARTICLE XI

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted (a) at any meeting of the Board of Directors at which a quorum is present, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting, or (b) where permitted by applicable law and the Articles of Incorporation and any amendments thereto, at any meeting of the Shareholders at which a quorum is present or represented by the affirmative vote of the holders of a majority of the shares present or represented by proxy at such meeting and entitled to vote thereat, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting.

	By:         /s/ Stoney M. Stubbs Jr.
	Stoney M. Stubbs, Jr.
	Chairman of the Board, President and
	Chief Executive Officer
ATTEST:
	By:           /s/ Leonard W. Bartholomew
	Leonard W. Bartholomew
	Secretary
ADOPTED: February 25, 2009

EX-10.2

EXHIBIT 10.2

THIRD 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 thereunder and for their beneficiaries; and

WHEREAS, the Company desires to amend the Plan to (i) provide for discretionary matching contributions and (ii) reflect provisions of Treasury Regulations under Section 415 of the Internal Revenue Code, as amended (the “Code”) that are effective for Plan Years beginning on and after January 1, 2008.

NOW, THEREFORE, pursuant to Section 15.1 of the Plan, the Plan is hereby amended as follows, effective on the dates set forth below:

1.           Section 4.3(a) of the Plan is hereby amended to be and read as follows, effective January 1, 2009:

Section 4.3           Employer Contributions.

(a) Matching Employer Contributions.  In addition to the total amount of Savings Contributions elected for each month pursuant to Section 4.1, but subject to the limits of Section 4.3(c), each Employer may make a Matching Employer Contribution to the Plan in such amount as the Employer shall from time to time authorize. If a Matching Employer Contribution is made to the Plan, the Employer shall pay to the Trustee for each calendar quarter an amount equal to a percentage of each Participant’s Savings Contributions and Roth Savings Contributions for each payroll period pursuant to Section 4.1 hereof which does not exceed four percent (4%) of his Compensation for such payroll period.  Matching Employer Contributions may be made in either Company Stock in accordance with the closing market price on the business day immediately preceding the day such Contributions are made or in cash.  In accordance with Section 7.2(a), such Contributions may be re-invested by the Trustee in accordance with Participant direction.

2.           Section 5.6A is added to the Plan to be and read as follows, effective as stated herein:

Section 5.6A         Final Section 415 Regulations.

(a) Effective Date. The provisions of this Section 5.6A shall apply in Limitation Years beginning on or after July 1, 2007, except as otherwise provided herein.  The provisions of this Section 5.6A shall supersede the provisions of Section 5.6 to the extent they are inconsistent therewith commencing upon the effective date.

(b) Incorporation by Reference. Notwithstanding anything contained in the Plan to the contrary, the limitations, adjustments, and other requirements prescribed in the Plan shall comply with the provisions of Code Section 415 and the final Regulations promulgated thereunder, the terms of which are specifically incorporated herein by reference as of the effective date of this Section 5.6A, except where an earlier effective date is otherwise provided in the final Regulations or in this Amendment. However, where the final Regulations permit the Plan to specify an alternative option to a default option set forth in the Regulations, and the alternative option was available under statutory provisions, Regulations, and other published guidance relating to Code Section 415 as in effect prior to April 5, 2007, and the Plan provisions in effect as of April 5, 2007 incorporated the alternative option, said alternative option shall remain in effect as a Plan provision for Limitation Years beginning on or after July 1, 2007 unless another permissible option is provided in this Section 5.6A.

(c) Compensation Paid after Severance from Employment. For Limitation Years beginning on or after July 1, 2007, or such earlier date as specified below, compensation for a Limitation Year, within the meaning of Code Section 415(c)(3) (“415 Compensation”), shall also include the following types of compensation paid by the later of 2½ months after a Participant’s severance from employment with the employer maintaining the Plan or the end of the Limitation Year that includes the date of the Participant’s severance from employment with the employer maintaining the Plan. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered 415 Compensation, even if payment is made within the time period specified above.

(i) Regular Pay after Severance from Employment. 415 Compensation shall include regular pay after severance of employment if:

(A) The payment is regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and

(B) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the employer.

(ii) Leave Cashouts and Deferred Compensation. Leave cashouts and deferred compensation shall not be included in 415 Compensation.

(iii) Salary Continuation Payments for Military Service Participants. 415 Compensation does not include payments to an individual who does not currently perform services for the employer by reason of qualified military service (as that term is used in Code Section 414(u)(1)).

(iv) Salary Continuation Payments for Disabled Participants. 415 Compensation does not include compensation paid to a Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)).

(d) Administrative Delay. With regard to a Participant who has not incurred a severance from employment, 415 Compensation shall not include amounts earned but not paid during the Limitation Year solely because of the timing of pay periods and pay dates.

(e) Inclusion of Certain Nonqualified Deferred Compensation Amounts. If the Plan's definition of Compensation for purposes of Code Section 415 is the definition in Regulation Section 1.415(c)-2(b) and the simplified compensation definition of Regulation 1.415(c)-2(d)(2) is not used, then 415 Compensation shall include amounts that are includible in the gross income of a Participant under the rules of Code Section 409A or Code Section 457(f)(1)(A) or because the amounts are constructively received by the Participant.

(f) Definition of Annual Additions.  The Plan's definition of "annual additions" is modified as follows:

(i) Restorative Payments. Annual additions for purposes of Code Section 415 shall not include restorative payments. A restorative payment is a payment made to restore losses to a plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan's losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor's Voluntary Fiduciary Correction Program, or a court approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered annual additions.

(ii) Other Amounts. Annual additions for purposes of Code Section 415 shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) Rollover contributions (as described in Code Sections 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a Participant from the Plan; and (4) Repayments of amounts described in Code Section 411(a)(7)(B) (in accordance with Code Section 411(a)(7)(C)) and Code Section 411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code Section 14(d)) as described in Code Section 415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments.

(g) Change of Limitation Year. The Limitation Year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan's Limitation Year, then the Plan is treated as if the Plan had been amended to change its Limitation Year.

(h) Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Code Section 415) are exceeded for any Participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2008-50 or any superseding guidance, including, but not limited to, the preamble of the final Section 415 Regulations.

(i) Aggregation and Disaggregation of Plans.

(i) For purposes of applying the limitations of Code Section 415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a "predecessor employer") under which the Participant receives annual additions are treated as one defined contribution plan. The "Employer" means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code Section 414(b), (c), (m) or (o)), except that for purposes of this Section, the determination shall be made by applying Code Section 415(h), and shall take into account tax exempt organizations under Regulation Section 1.414(c)-5, as modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:

(A) A former employer is a "predecessor employer" with respect to a participant in a plan maintained by an Employer if the Employer maintains a plan under which the participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer constituted a single employer under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.

(B) With respect to an Employer of a Participant, a former entity that antedates the Employer is a "predecessor employer" with respect to the Participant if, under the facts and circumstances, the employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(ii) Break-Up of an Affiliate Employer or an Affiliated Service Group. For purposes of aggregating plans for Code Section 415, a "formerly affiliated plan" of an employer is taken into account for purposes of applying the Code Section 415 limitations to the employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the "cessation of affiliation." For purposes of this paragraph, a "formerly affiliated plan" of an employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a "cessation of affiliation" means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group).

(iii) Midyear Aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Code Section 415(f) and the Regulations thereunder as of the first day of a Limitation Year do not fail to satisfy the requirements of Code Section 415 with respect to a Participant for the Limitation Year merely because they are aggregated later in that Limitation Year, provided that no annual additions are credited to the Participant's account after the date on which the plans are required to be aggregated.

IN WITNESS WHEREOF, FROZEN FOOD EXPRESS INDUSTRIES, INC. has caused this Third Amendment to be executed this 25 day of February, 2009, effective as of the dates set forth 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

EX-10.3

EXHIBIT 10.3

FFE TRANSPORATION SERVICES, INC.

 AMENDED 2005 EXECUTIVE BONUS AND RESTRICTED STOCK PLAN

This Executive Bonus and Restricted Stock Plan (hereafter this “Plan”), dated as of January 1, 2005 (the “Effective Date”), is hereby amended as of February 25, 2009 by FFE Transportation Services, Inc., a Delaware corporation (“FFE”) which is a wholly-owned subsidiary of FFE, Inc. (“Inc.”), a Delaware corporation which is a wholly-owned subsidiary of Frozen Food Express Industries, Inc. (“Industries”), a Texas corporation, for the benefit of certain officers of FFE.

PURPOSE

FFE has established this Plan for the benefit of specified officers of FFE in order to enhance the benefits to the covered officers, allow the officers to share in the growth of FFE through the appreciation in the value of the common stock of Industries, and to provide the officers with greater incentive to promote the grown of Industries’ shareholder value.  The purpose of the Plan is to align the financial interests of key officers of FFE with those of Industries’ shareholders through the use of awards, payable in the common stock of Industries, upon the attainment of predetermined performance goals.

TERMS

1.DEFINITION.  For the purposes of this Plan, the following terms shall have the meanings set forth below:

(a)The term “Committee” shall mean a committee of the Board of Directors of Industries, which shall consist of not less than two persons who are “Non-Employee Directors” as defined in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934 and who meet such additional criteria as the Board of Directors of Industries shall determine so that any incentive bonuses paid pursuant to this Plan shall be exempt from the limitation set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended.

(b)The term “Compensation” shall mean a Participant’s base compensation (as determined by the Committee) for the specified period and shall exclude any non-recurring compensation such as bonus payments.

(c)The term “Fair Market Value” shall mean the closing sales price of the securities per share, as reported in the Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation System) as of the date in question.

(d)The term pre-tax income shall mean total revenues less total operating expenses including interest income, gains (losses) from the sale of equipment and other non-operating expenses for Frozen Food Express Industries, Inc. Pre-tax income may be adjusted by the Committee for such specific items, if any, that the Committee in its sole discretion deems appropriate.

(e)The term “Participant” shall mean each officer of FFE, including without limitation, any officer of Industries that is an officer of FFE, whose name is set forth on Exhibit A.

2.DETERMINATION OF BONUS.  With respect to each fiscal year commencing with fiscal year 2005, each Participant shall be entitled to an incentive bonus (“Bonus”) calculated pursuant to a formula determined on the basis of such Participant’s pre-tax income targets and specified percentages of such Participant’s Compensation, if the Committee certifies that the applicable target has been obtained.  The targets and percentages for all Participants are shown on Exhibit A attached to this Plan.  On or before the last day of any fiscal year, the Committee may, in its sole discretion, redetermine who will be a Participant (provided that such person must be an officer of FFE) for the subsequent fiscal year and the pre-tax targets and percentages to be used to calculate the Participants’ Bonuses for the subsequent fiscal year by amending Exhibit A attached to this Plan.

3.PAYMENT OF BONUS AND ISSUANCE OF RESTRICTED STOCK.

(a)Each Participant’s Bonus for any fiscal year shall be paid by FFE to such Participant as soon as practicable after the consolidated financial statements of Industries for such fiscal year have been prepared.  [Note:  Section 409A will require either that (i) the bonus be paid within 2 ½ months after the close of the fiscal year, or (ii) if paid at a later date, then the payment date must be a fixed date, ie., on May 1, and cannot be accelerated.]

(b)In addition to the payment of any Bonus to a Participant, FFE shall award shares of Restricted Stock to each Participant under the Industries’ 2005 Stock Incentive Plan (the “Stock Incentive Plan”).  The number of shares of Restricted Stock shall be equal to 50% of the amount of the Participant’s Bonus for that fiscal year divided by the applicable Share Value.  The applicable Share Value shall mean the amount that is the lower of (i) the Fair Market Value of a share of Stock as of the last business day of the fiscal year immediately preceding the fiscal year for which the Participant’s Bonus was awarded and (ii) the average of the Fair Market Values of a share of Stock as of the last business day of each calendar month of the fiscal year for which the Participant’s Bonus was awarded.

(c)Shares of Restricted Stock shall be awarded to a Participant as of the last business day of the fiscal year for which the Participant’s Bonus was awarded (the “Grant Date”).

(d)If the specified bonus percentage for a Participant’s pre-tax income for any fiscal year is a negative number, no award for the fiscal year will be made.

4.VESTING OF RESTRICTED STOCK.

(a)The shares of Restricted Stock awarded to Participants shall vest over a three-year period, one-third on each anniversary of the Grant Date, provided that the Participant remains employed by FFE or a related corporation on the vesting date.  The vesting period may be adjusted as the Committee deems appropriate at its sole discretion.

(b)If a Participant dies while employed by FFE or a related corporation, 100% of his shares of Restricted Stock awarded under this Plan shall become vested.

(c)The terms and conditions of the Restricted Stock award shall be set forth in an Award Agreement and shall be subject to the provisions of the Stock Incentive Plan.

5.NON-TRANSFERABILTY.  Neither the shares of Restricted Stock nor any rights and benefits granted in this Plan may 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 or distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and shall not be subject to execution, attachment, or similar process.

6.NO FIDUCIARY RELATIONSHIP.  The Boards of Directors and the officers of FFE, Industries and Inc. shall have no duty to manage or operate in order to maximize the benefits granted to the Participants hereunder, but rather shall have full discretionary power to make all management and operational decisions based on their determination of their respective best interest.  This Plan shall not be construed to create a fiduciary relationship between such Boards or the officers of FEE, Industries or Inc. and the Participant.

7.GOVERNING LAW.  This Plan shall be governed by and construed in accordance with the laws of the State of Texas.

8.NO EMPLOYMENT GUARANTEE.  Nothing in this Plan shall be construed as an employment contract or a guarantee of continued employment.  The rights of any Participant shall only be those as are expressly set forth in this Plan.

9.ADMINISTRATION.  The Committee shall administer this Plan and shall have the authority, in its sole and absolute discretion, (a) to adopt, amend and rescind administrative and interpretative rules and regulations relating to the Plan, (b) to determine the Participants and the terms under which they may participate in this Plan, (c) to make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate.

10.TAXES.  FFE shall be entitled to deduct from amounts payable hereunder any sums required by federal, state, or local tax law to be withheld with respect to such payments.

11.AMENDMENT.  In addition to the amendments to this Plan contemplated by Section 2, the Board of Directors may amend or terminate this Plan in its sole discretion.

12.GENERAL CREDFITOR STATUS.  The Participants shall, in no event, be regarded as standing in any position, if at all, other than as a general creditor of FFE with respect to any rights derived from the existence of this Plan and shall receive only FFE’s unfunded and unsecured promise to pay benefits under this Plan.

13.CAPTIONS.  The captions in this Plan are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Plan or any of the provisions hereof.

14.SEVERABILITY.  If any provision of this Plan is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and shall not invalidate the remaining provisions of this Plan, and the remaining provisions of this Plan shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Plan.

15.COSTS.  All expenses and costs incurred in connection with the operation of this Plan shall be borne by FFE.

IN WITNESS WHEREOF, Frozen Food Express Industries, Inc., acting by and through its officer hereunto duly authorized, has executed this instrument, this the 25th day of February, 2009.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

By:     /s/ Stoney M. Stubbs Jr

Name:    Stoney M. Stubbs Jr

Date:    2/25/09

INCENTIVE BONUS CALCULATION

Participants:  Stoney M. (Mit) Stubbs, S. Russell Stubbs., John Hickerson and Ron Knutson

Pre-tax Income and Bonus Percentages Applicable to all Participants:

Pre-tax Income	Participant’s Bonus Percentage
$1,500,000	15%
$3,000,000	30%
$5,000,000	50%
$7,500,000	70%
$10,000,000	80%
$12,500,000	90%
$13,100,000	100%
$14,000,000 or greater	125%

The participant’s earned bonus percentage shall be extrapolated between the established target levels.

EX-10.4

EXHIBIT 10.4

FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”) made as of February 27, 2009 among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“Borrower”), BANK OF AMERICA, N.A., as a Bank, Collateral Agent and Syndication Agent (“Bank of America”) and COMERICA BANK, as a Bank, Issuing Bank and Administrative Agent (individually, as “Administrative Agent” and collectively with Bank of America, the “Bank”).

W I T N E S S E T H:

WHEREAS, Borrower and Bank have entered into that certain Amended and Restated Credit Agreement dated as of October 12, 2006 (as heretofore amended, the “Original Credit Agreement”), for the purposes and consideration therein expressed, pursuant to which Bank became obligated to make loans to Borrower as therein provided; and

WHEREAS, Borrower and Bank desire to amend the Original Credit Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Credit Agreement, in consideration of the loans which may hereafter be made by Bank to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

Definitions and References

§ 1.1.                      Terms Defined in the Original Credit Agreement.  Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Credit Agreement shall have the same meanings whenever used in this Amendment.

§ 1.2.                      Other Defined Terms.  Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this § 1.2.

“Amendment” means this Fifth Amendment to Credit Agreement.

“Amendment Documents” means, collectively, this Amendment and the confirmation by Guarantor with respect to this Amendment and any other document required to be delivered by Borrower pursuant to Article III hereof.

“Credit Agreement” means the Original Credit Agreement as amended hereby.

ARTICLE II.

Amendments to Original Credit Agreement

§ 2.1.                      Dividends and Distributions.  Subsection 5.2(e)(i) of the Original Credit Agreement is hereby amended in its entirety to read as follows:

“(i)           If no Default or Potential Default exists at the time any dividend payment described below in this subsection (i) is made and if after giving effect to any such dividend payment, Parent and each other Company would be in compliance with all financial covenants contained in this Agreement, (A) Parent may declare and pay cash dividends during Parent’s fiscal quarter ending March 31, 2009 in an aggregate amount not to exceed $540,000; and (B) if Parent did not have consolidated net losses determined in conformity with GAAP for its Fiscal Quarter ending March 31, 2009 in excess of $1,500,000, Parent may declare and pay cash dividends during Parent’s fiscal quarter ending June 30, 2009 in an aggregate amount not to exceed $540,000.”

ARTICLE III.

Conditions of Effectiveness

§ 3.1.                      Effective Date.  This Amendment shall become effective as of the date first above written when and only when Bank shall have received, at Bank’s office,

(a)           a duly executed counterpart of this Amendment,

(b)           a duly executed Consent and Agreement from Guarantor in the form of Exhibit A hereto,

(c)           payments of an amendment fee (i) by Borrower to Bank of America in the amount of $7,500 and (ii) by Borrower to Administrative Agent in the amount of $7,500, and

(d)           each other document to be executed and delivered by Borrower pursuant hereto or thereto.

ARTICLE IV.

Representations and Warranties

§ 4.1.                      Representations and Warranties of Borrower.  In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that:

(a)           The representations and warranties contained in Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;

(b)           Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement.  Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder;

(c)           The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower.  Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;

(d)           When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors’ rights generally and by principles of equity applying to creditors’ rights generally; and

(e)           The audited annual consolidated financial statements of Borrower dated as of December 31, 2007 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower.  Copies of such financial statements have heretofore been delivered to Bank.  Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower.

ARTICLE V.

Miscellaneous

§ 5.1.                      Ratification of Agreement.  The Original Credit Agreement as hereby amended is hereby ratified and confirmed in all respects.  Any reference to the Credit Agreement in any Loan Document shall be deemed to refer to this Amendment also.  The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Bank under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

§ 5.2.                      Survival of Agreements.  All representations, warranties, covenants and agreements of Borrower herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full.  All statements and agreements contained in any certificate or instrument delivered by Borrower hereunder or under the Credit Agreement to Bank shall be deemed to constitute representations and warranties by, or agreements and covenants of, Borrower under this Amendment and under the Credit Agreement.

§ 5.3.                      Loan Documents.  This Amendment and the other Amendment Documents are each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

§ 5.4.                      Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas and any applicable laws of the United States of America in all respects, including construction, validity and performance.

§ 5.5.                      Counterparts; Fax.  This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment.  This Amendment may be duly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

FFE TRANSPORTATION SERVICES, INC.,

as Borrower

By:           /s/ Ronald J. Knutson

                Ronald J. Knutson

                Senior Vice President

COMERICA BANK,

as a Bank, as Issuing Bank

and as Administrative Agent

By:         /s/ Robert E. Clause

              Robert E. Clouse

              Vice PresidentVice President

BANK OF AMERICA, N.A.,

as a Bank, as Collateral Agent and

as Syndication Agent

By:           /s/ David J. Thomas

                David J. Thomas

Senior Vice President

EXHIBIT A

CONSENT AND AGREEMENT

Each of the undersigned Guarantors hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Amended and Restated Guaranty and Amended and Restated Security Agreement, each dated as of October 12, 2006, made by them for the benefit of Bank pursuant to the Credit Agreement, (iii) ratifies and confirms all other Loan Documents made by them for the benefit of Bank, (iv) agrees that all of their respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (v) agrees that such Guaranty, such Security Agreement and such other Loan Documents shall remain in full force and effect.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

By:           /s/ Ronald J. Knutson                                                                               

                Ronald J. Knutson

                Senior Vice President

CONWELL CORPORATION

By:           /s/ Leonard W. Bartholomew                                                                                     

                Leonard W. Bartholomew

                Secretary

FX HOLDINGS, INC. (formerly named AIRPRO HOLDINGS, INC.)

By:           /s/ Leonard W. Bartholomew                                                                                     

Leonard W. Bartholomew

                Secretary

LISA MOTOR LINES,  INC.

By:           /s/ Leonard W. Bartholomew                                                                                    

                Leonard W. Bartholomew

                Secretary

COMPRESSORS PLUS, INC.

By:           /s/ Leonard W. Bartholomew                                                                                     

                Leonard W. Bartholomew

                Secretary

FFE LOGISTICS, INC.

By:           /s/ Leonard W. Bartholomew                                                                                     

               Leonard W. Bartholomew

               Secretary

CONWELL LLC

By:           /s/ Leonard W. Bartholomew                                                                                     

Leonard W. Bartholomew

Secretary

EX-14.1

EXHIBIT 14.1

Code of Business Conduct and Ethics

Frozen Food Express Industries Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics (this "Code") applies to Frozen Food Express Industries, Inc. and its consolidated subsidiaries (collectively, the "Company").

This Code is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002 and the Nasdaq Stock Market's Listing Standards. While this Code is specifically applicable to the Company's Board of Directors (the “Board”), principal executive officer, principal financial officer, principal accounting officer, controller, persons performing similar functions, and Company officers not hereby listed, we expect the Company's employees to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business with honesty and in compliance with laws and high ethical standards. Each Employee and Director is expected to read this Code and demonstrate personal commitment to the standards set forth in this Code. Our Directors are expected to abide by the principles of this Code, as if they were Employees of our Company. Employees and Directors who do not comply with the standards set forth in this Code may be subject to discipline in light of the nature of the violation, including termination of employment or appointment.

Any questions about this Code or the appropriate course of conduct in a particular situation should be discussed with that person's immediate manager or supervisor. Persons who do not wish to communicate with a manager or supervisor on the matter should contact any member of management, or personnel in the human resources or risk management departments, or the Company’s Code Compliance Officer.

Any waiver of the provisions of this Code for executive officers or Directors must be approved by the Company's Board of Directors or a committee thereof. Any such waivers granted, as well as substantive amendments to this Code, will be publicly disclosed by appropriate means in compliance with applicable listing standards of NASDAQ and rules of the Securities and Exchange Commission (the "SEC").

This Code is not a contract and is not intended as a detailed guide for all situations Employees and Directors may face. Employees and Directors are also expected to comply with the provisions of employee handbooks and other workplace rules, which the Company may from time to time communicate, all of which supplement this Code.

Responsibilities

I. Administration and Oversight of this Code

The Board of Directors of the Company is responsible for administration and oversight of this Code.  The Nominating and Corporate Governance Committee ( the “NCGC”) of the Board of Directors is responsible, by its Charter, to assist the Board with administration and oversight of this Code.  Therefore, no modification may be made to the Code without prior approval of the NCGC and by a majority of the disinterested members of the Company’s Board of Directors.  Any material modifications to the Code shall be disclosed in accordance with SEC rules and regulations, as may be modified from time to time.

The Company Board of Directors, through the NCGC, will review the Code, as well as reports and recommendations submitted by the NCGC, to determine the adequacy of the Company’s mechanisms and processes for detecting, reporting, investigating, and appropriately addressing suspected violations of the Code.

II. Compliance with Laws, Rules and Regulations

All Employees and Directors must respect and obey all laws applicable to the Company's business, including state and local laws in the areas in which the Company operates. Any questions as to the applicability of any law should be directed to the Company's Code Compliance Officer.

III. Insider Trading

The Company has a securities trading policy and all Employees and Directors must abide by its terms. This policy, among other things, provides that Employees and Directors may not buy or sell shares of the Company's stock when they are in possession of material, non-public information. They also are prohibited from passing on such information to others who might make an investment decision based thereon. Employees and Directors also may not trade in stocks of other companies about which they learn material, non-public information through the course of their employment or service. Any questions as to whether information is material or has been adequately disclosed should be directed to the Company's Code Compliance Officer.

IV. Conflicts of Interest

A conflict of interest occurs when the personal interest of an Employee or Director interferes - or appears to interfere - with the interests of the Company. Conflicts of interest can occur when an Employee or Director takes action or has interests that could reasonably be expected to make it difficult to make objective decisions on behalf of the Company or to perform his or her duties objectively and effectively. Conflicts of interest also arise when an Employee or Director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.

Except as pre-approved by the Audit Committee of the Company's Board of Directors, transactions that involve a conflict of interest are prohibited as a matter of corporate policy. Any Employee or Director who becomes aware of a conflict or potential conflict, or who has a question about whether a conflict exists, should bring such issues to the attention of the Company's Code Compliance Officer.

V. Corporate Opportunities

Employees and Directors are prohibited from taking for themselves personally any opportunities that arise through the use of Company property, information or position, using Company property, information or position for personal gain, and directly or indirectly competing with the Company. Employees and Directors owe a duty to the Company to advance the Company's legitimate interests when the opportunity to do so arises.

VI. Confidentiality

Employees and Directors should maintain the confidentiality of information entrusted to them by the Company or its customers and suppliers that is not known to the general public, except when disclosure is authorized or legally mandated. "Confidential Information" includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This obligation to protect Confidential Information does not cease when an Employee or Director leaves the Company. Any questions about whether information is confidential should be directed to the Company's Code Compliance Officer.

VII. Fair Dealing

Each Employee, Company Executive, and Director shall endeavor to deal fairly with the Company's shareholders, competitors, suppliers, customers and employees. No Employee, Company Executive, or Director shall take unfair advantage of any other person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

To prevent any appearance of impropriety, all leases, equipment purchase agreements, or other contracts with Company officers, directors, or affiliates of the Company must be approved by a majority of the independent members of the Board of Directors based on their determination that the transaction is reasonable, in the best interest of the Company, and on terms no less favorable than could be obtained from an unrelated party.  That determination shall be based to the same effect by the members of the Audit Committee.  Furthermore, employees of the Company are prohibited from providing personal services to officers of the Company.

VIII. Protection and Proper Use of the Company's Assets

All Employees and Directors have a duty to protect the Company's assets and ensure the assets' efficient use. Theft, carelessness and waste have a direct adverse impact on the Company. The Company's assets should be used only for legitimate business purposes. Employees and Directors should take measures to ensure against their theft, damage or misuse. These assets include, but are not limited to, intellectual property such as trademarks, business and marketing plans, salary information and any unpublished financial data and reports. Any unauthorized use or distribution of Company assets is a violation of this Code.

IX. Accuracy of Records and Reporting

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the matters to which they relate and must conform to applicable legal requirements and accounting standards, and to the Company's system of internal controls. The making of false or misleading records or documentation is strictly prohibited. It is the Company's policy to comply with all laws and regulations regarding the preservation of records. Records should be retained or destroyed only in accordance with the Company's document retention policies. Any questions about these policies should be directed to the Company's Code Compliance Officer.

X. Disclosure Controls and Procedures

The Company is required by SEC rules to maintain effective "disclosure controls and procedures" so that financial and non-financial information which it is required to report to the SEC is timely and accurately reported both to senior management and in the filings made by the Company. All Employees, within the scope of their employment duties, and Directors are expected to support the effectiveness of the Company's disclosure controls and procedures. To that end, it is the Company's policy to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or furnished to, the SEC and otherwise communicated to the public.

XI. Interaction with Public Officials

When dealing with public officials, Employees and Directors must avoid any activity that is, or appears to be, illegal or unethical. The giving of gifts, including meals, entertainment, transportation and lodging, to government officials in the various branches of U.S. government, as well as state and local governments, is restricted by law. Employees and Directors must obtain pre-approval from the Company's Code Compliance Officer before providing anything of value to a government official or employee. The foregoing does not apply to personal lawful political contributions.

In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Illegal payments to government officials of any country are strictly prohibited.

Compliance

No code or policy can address every scenario or answer every question. To ensure that all Employees and Directors are able to obtain prompt answers to their questions and inquiries, the following policies and procedures have been implemented.

I. Code Compliance Officer

The Company's Code Compliance Officer has been designated with responsibility for overseeing and monitoring compliance with this Code. This officer makes periodic reports to the Nominating and Corporate Governance Committee of the Company's Board of Directors regarding the implementation and effectiveness of this Code as well as the Company's policies and procedures to ensure compliance with this Code.

The Company's Code Compliance Officer may be reached at (214) 819-5560 or cco@ffex.net . If persons wish to communicate any matter anonymously, the Company will maintain the confidentiality of the communication to the extent possible under applicable laws. Communications intended to be confidential should be mailed in writing, without indicating a name or address, to Frozen Food Express Industries, Inc., 1145 Empire Central Place, Dallas, Texas 75247, Attention: Code Compliance Officer.

II. Reporting Violations

All Employees are encouraged to speak with their supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. In most instances, Employees and Directors should bring any questions regarding this Code to the attention of the Company's Code Compliance Officer.

The Company encourages all Employees and Directors to promptly report any actual or apparent violations of this Code. The Company does not permit retaliation or discrimination of any kind against anyone who reasonably believes there has been possible illegal or unethical conduct and who, in good faith, reports these concerns. It is, however, a violation of Company policy for any Employee or Director to communicate a report claiming illegal or unethical conduct which the person making such report knows to be false.

The Company has also contracted with MySafeWorkplace, an independent third party, to operate a confidential reporting service whereby persons may anonymously report violations of this Code to the MySafeWorkplace system by logging-on to www.MySafeWorkplace.com  or by calling 1-800-461-9330.

III. Investigations

Reported violations will be promptly investigated. The person reporting the violation should not conduct an investigation on his or her own. Employees and Directors are, however, expected to cooperate fully with any investigation made by the Company or any of its representatives.

IV. Accountability

Employees and Directors who violate this Code may be subject to disciplinary action, including termination of employment. Knowledge of a violation and failure to promptly report or correct the violation may also subject an Employee or Director to disciplinary action. Some violations of this Code are illegal and may subject the Employee or Director to civil and criminal liability.

EX-14.2

EXHIBIT 14.2

CHARTER OF THE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

OF

FROZEN FOOD EXPRESS INDUSTRIES, INC.

Adopted as of February 25, 2009

Purpose

The primary purpose and responsibilities of the committee are to:

·   recommend to the board of directors the individuals qualified to serve on the company’s board of directors (consistent with criteria that the board has approved) for election by stockholders at each annual meeting of stockholders and recommend the individuals qualified to fill vacancies on the board of directors; and

·   develop, review and update the company’s corporate governance standards;

·   oversee the evaluation of the board; and

·   oversee the policies, process and procedures of the company’s Code of Business Conduct and Ethics (the “Code”), as adopted by the board from time to time.

Composition

Membership.  The committee must consist of at least two directors. The board will designate a committee member as the chairperson of the committee, or if the board does not do so, the committee members will appoint a committee member as chairperson by a majority vote of the authorized number of committee members.

Independence.  All committee members must have been determined by the board to be independent as defined in the Nasdaq listing standards, as they may be amended from time to time (the “listing standards”).

Appointment.  Subject to the requirements of the listing standards, the board may appoint and remove committee members in accordance with the company’s bylaws. Committee members will serve for such terms as the board may fix, and in any case at the board’s will, whether or not a specific term is fixed.

Functions

Qualifications of directors. The committee periodically will assess, develop and communicate with the full board concerning the appropriate criteria for nominating and appointing directors, including:

·   the board’s size and composition;

·   applicable listing standards and laws;

·   individual director performance, expertise, experience and willingness to serve actively;

·   the number of other public and private company boards on which a director candidate serves;

·   consideration of director nominees proposed or recommended by stockholders;

·   related policies and procedures; and

·   other appropriate factors.

Director nominees and vacancies. The committee will recommend to the board and approve the individuals to be nominated for election as directors at each annual meeting of stockholders and recommend to the board and approve the individuals to fill vacancies on the board of directors, subject to legal rights, if any, of third parties to nominate or appoint directors.

Committee appointments. If and when requested periodically by the board, the committee will identify and recommend to the board the appointees to be selected by the board for service on the committees of the board.

Corporate governance policies.  The committee will develop, assess and make recommendations to the board concerning appropriate corporate governance policies.  Additionally, the committee will review at least annually the company’s corporate governance and ethics standards and will generally advise the board on emerging corporate governance and ethical matters for incorporation into the company’s policies and procedures.  The committee will also identify and recommend opportunities to improve communications across the company’s management structure regarding its corporate governance and ethics policies.

Business conduct and ethics.  The committee will work with the company’s directors and executive officers to set an appropriate “tone at the top” with respect to ethics compliance.  To this end the committee will oversee the policies, process and procedures of the Code, as adopted from time to time.  Specifically, the committee will:

·   review and identify opportunities to improve communication channels across the company regarding ethics and compliance issues;

·   provide guidance regarding the interpretation and application of the Code, including reviewing the Code annually;

·   oversee the process and procedures related to violations of the Code;

·   provide annual reports to the board, the audit committee, the president and the chairman of the board of the company with respect to compliance with the Code during the year, the results of its annual review of the Code, and any recommendations for revisions to the Code;

·   review potential conflicts of interest involving the company’s executive officers;

·   select the code compliance officer, who will report to the Nominating and Corporate Governance Committee on all corporate governance and Code matters ; and

·   review the reports created by the code compliance officer.

Board evaluation. The committee will oversee an annual review of the performance of the full board.

Other functions. The committee may perform any other activities consistent with this charter, the company’s corporate governance documents and applicable listing standards, laws and regulations as the committee or the board considers appropriate.

Meetings, reports and resources

Meetings. The committee will meet as often as it determines is necessary, but not less than annually. The committee may also hold special meetings or act by unanimous written consent as the committee may decide consistent with the company’s bylaws. The committee may meet in separate executive sessions with other directors, the chief executive officer and other company employees, agents or representatives invited by the committee.

Procedures. The committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not inconsistent with this charter, the company’s bylaws and other corporate governance documents, applicable laws or regulations, or the listing standards. The chairperson or majority of the committee members may call meetings of the committee. A majority of the authorized number of committee members will constitute a quorum for the transaction of committee business, and the vote of a majority of the committee members present at a meeting at which a quorum is present will be the act of the committee, unless in either case a greater number is required by this charter, the bylaws or the listing standards. The committee will keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.

Reports. The committee will report its recommendations for director nominees for the annual meeting of stockholders to the board at an appropriate time prior to preparation of the company’s proxy statement for the annual meeting.  The committee will also report to the board annually the results of (a) an oversight review of the performance of the board of directors and (b) the committee’s assessment of the company’s corporate governance policies and implementation (which report will also be delivered to the company’s audit committee, Chief Executive Officer and Chairman of the Board) with respect to compliance with the Code during the year and any recommendations for revisions to the Code. The committee will also report to the board on the major items covered by the committee at each committee meeting, and provide additional reports to the board as the committee may determine to be appropriate.

Delegation. The Committee may delegate any of its responsibilities as it deems appropriate, to a subcommittee comprised of one or more members of the Committee, except powers and responsibilities required by applicable law and regulations to be exercised by the whole Committee.

Committee access. The committee is at all times authorized to have direct, independent and confidential access to the company’s other directors, management and personnel to carry out the committee’s purposes.

Reliance on others. Nothing in this charter is intended to preclude or impair the protection provided in Article 2.41.D. of the Texas Business Corporation Act for good faith reliance by members of the committee on reports or other information provided by others.

EX-99.1

EXHIBIT 99.1

Contacts:

Stoney M. (Mit) Stubbs, Jr., CEO

John T. Hickerson, Sr. VP and CMO

Ronald J. Knutson, Sr. VP and CFO

Email: ir@ffex.net

214-630-8090

                                                                Frozen Food Express Industries, Inc.

                                                                   Announces New Board Member

Dallas, Texas – February 27th, 2009 – Frozen Food Express Industries, Inc. (Nasdaq/GSM: FFEX) announced that John T. Hickerson has been appointed to the Company’s Board of Directors.  Mr. Hickerson was also appointed as a corporate officer to serve as Senior Vice President and Chief Marketing Officer of the Company.  Both of these appointments are effective immediately.  Mr. Hickerson had previously been serving in the capacity of Senior VP and CMO of FFE Transportation Services as well as President of FFE Logistics, Inc., a position he will continue to fill.

“John was a key part of our turnaround results in 2008, and we are glad to have him involved at even a higher level within our organization”, said Mit Stubbs, Chairman and CEO of FFE. 

About FFEX

Frozen Food Express Industries, Inc. is a publicly-owned, temperature-controlled carrier of perishable goods, including food products, health care supplies and confectionery items. Its services extend from Canada, throughout the 48 contiguous United States, into Mexico. The company is the only one serving this market that is full-service, providing truckload, less-than-truckload and dedicated fleet transportation of refrigerated and temperature-controlled products. Its refrigerated less-than-truckload operation is the largest on the North American continent. The Company also provides truckload transportation of non-temperature-sensitive goods through its non-refrigerated trucking fleet, American Eagle Lines. Additional information about Frozen Food Express Industries, Inc. can be found at the Company's web site, http://www.ffex.net. To join our email alert list, please click on the following link: http://www.ffex.net/irpass.asp?BzID=1065&to=ea&s=0

The Frozen Food Express Industries, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3209

EX-99.2

EXHIBIT 99.2

Contacts:

Stoney M. (Mit) Stubbs, Jr., CEO

John T. Hickerson, Sr. VP and CMO

Ronald J. Knutson, Sr. VP and CFO

Email: ir@ffex.net

214-630-8090

Frozen Food Express Industries, Inc. Announces Cash Dividend

and Timing of Fourth Quarter Earnings Release

DALLAS, March 2, 2009 (GLOBE NEWSWIRE) -- Frozen Food Express Industries, Inc. (Nasdaq/GSM:FFEX) announced today that its Board of Directors declared a cash dividend of $0.03 per share of its common stock.  The dividend will be paid on March 31st, 2009 to shareholders of record as of March 13th, 2009.

The Company also announced today that it will release its fourth quarter and 2008 year-end financial and operating results after the close of market Wednesday, March 4th, 2009.  A conference call and webcast is scheduled for 10:00 a.m. (Central Time), Thursday, March 5th, 2009.  Instructions regarding how to participate in the call will be contained in the earnings announcement.

FFEX further announced today its Annual Meeting of Shareholders of the Company will be held on Wednesday, the 20th day of May, 2009 at 2:00 p.m. (Central Time) at the Las Colinas Country Club, 4400 North O’Connor Blvd., Irving, Texas 75062.

About FFEX

Frozen Food Express Industries, Inc. is a publicly-owned, temperature-controlled carrier of perishable goods, including food products, health care supplies and confectionery items. Its services extend from Canada, throughout the 48 contiguous United States, into Mexico. The company is the only one serving this market that is full-service, providing truckload, less-than-truckload and dedicated fleet transportation of refrigerated and temperature-controlled products. Its refrigerated less-than-truckload operation is the largest on the North American continent. The Company also provides truckload transportation of non-temperature-sensitive goods through its non-refrigerated trucking fleet, American Eagle Lines. Additional information about Frozen Food Express Industries, Inc. can be found at the Company's web site, http://www.ffex.net. To join our email alert list, please click on the following link: http://www.ffex.net/irpass.asp?BzID=1065&to=ea&s=0

The Frozen Food Express Industries, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3209