THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Frozen Food Express Industries, Inc. (FFEX)

6/14/2006 Proxy Information

Stoney M. Russell is the son of Stoney M. Stubbs, Jr.

During the year ended December 31, 2005, we leased tractors and trailers from Stoney M. Stubbs, Jr., our Chairman, President and Chief Executive Officer (“Mit Stubbs”), Charles G. Robertson, our Chief Operating Officer prior to May 2006 (“Charles Robertson”), and Russell Stubbs, our current Chief Operating Officer since May 2006 and the son of Mit Stubbs (“Russell Stubbs”) or parties related to these individuals. The trailer leases are on a month-to month basis. The trailer leases with Charles Robertson were cancelled during June 2006, and the trailer leases with Mit Stubbs, Russell Stubbs and their related parties will also be cancelled. Although the tractor lease agreements, as drafted, are non-cancelable, we intend to terminate all of the tractor leases, subject to the negotiation of terms satisfactory to our audit committee with the related party lessors. We have accounted for these tractor and trailer arrangements as operating leases and all of the lease transactions were pre-approved by our audit committee.

One of the lessors of the non-cancelable tractor leases is a limited partnership (the “Stubbs Limited Partnership”) of which Mit Stubbs is the managing partner and a 2.6% beneficial owner, Russell Stubbs is a general partner and together with his children a 42.1% beneficial owner, and other members of the family of Mit Stubbs and Russell Stubbs own the remaining interests. Because the Stubbs Limited Partnership is deemed to be a variable interest entity under FIN 46(R) (see Note 1, “Principles of Consolidation”), the financial statements of the Stubbs Limited Partnership are included in our consolidated financial statements. One of the lessors of the month-to-month trailer leases is an equipment company (the “Stubbs Equipment Company”) of which Russell Stubbs is the beneficial owner of an approximately 31% interest and Timothy Stubbs, the son of Mit Stubbs and the brother of Russell Stubbs, and other members of the family of Mit and Russell Stubbs are the remaining beneficial owners. Timothy Stubbs is employed by us and was paid total compensation of $58,000 in 2005 and currently has a base salary of $85,000, which reflects his promotion in May 2006 to Vice President and General Manager of Lisa Motor Lines, Inc., a subsidiary of the Company.

We pay each of the related party lessors a premium over the tractor and trailer rentals we pay to unaffiliated lessors. For the year ended December 31, 2005, the average monthly rent per tractor leased from related parties was about 10% higher than the rentals for tractors we leased from unrelated parties and the average monthly rent per trailer leased from related parties was approximately 80% higher then the rentals for trailers leased from unrelated parties.

The amounts paid to the related party lessors under these leases in 2005 were as follows: (See page 51 of 10K for table).

4/7/2005 Proxy Information

On May 12, 2004, upon the recommendation of the Compensation Committee following its review of twelve publicly traded peer companies and other consideration, the Board approved an increase in non-employee director’s compensation. For each Board meeting personally attended the fee was increased from $1,000 to $2,000 and each committee meeting personally attended which is not on the same day as a Board meeting was increased from $500 to $1,000. An annual retainer of $3,000 for the Audit Committee Chairman, $1,500 for the Audit Committee Financial Expert and $1,500 for the Compensation Committee Chairman were initiated as a result of the review.

The 1995 Non-Employee Director Stock Option Plan (the "Director Plan") is intended to advance the interests of the Company and its shareholders by attracting and retaining experienced and able Independent Directors. Upon a non-employee director’s initial appointment or election to the Board, he or she is granted an option to purchase 9,375 shares of Common Stock. Reelected and continuing non-employee directors are granted an option to purchase 1,875 shares of Common Stock on the day of the annual shareholders meeting.

If an Independent Director has served for one or more years prior to the grant of an option, the option is immediately exercisable for one-seventh of the number of shares subject to the option for each full year such non-employee director has served. On each anniversary thereafter, one-seventh of the number of shares subject to the option become exercisable. Options expire if not exercised before the tenth anniversary of grant. Upon death, options become fully exercisable and may be exercised by the beneficiary under the option holder's will or the executor of such option holder's estate at any time prior to the second anniversary of his or her death. If an option holder ceases to be a director for any other reason, the vested options may be exercised at any time prior to the second anniversary of the date he or she ceases to be a director. In no event, however, shall the period during which options may be exercised extend beyond the tenth anniversary of an option’s grant. No shares from the exercise of the options may be sold by a director until the expiration of six months after the date of grant.

Per-share stock option exercise prices are the greater of $1.50 or fifty percent (50%) of the fair market value of the Common Stock at the close of business on the day prior to the date of a stock option’s grant. The exercise price may be paid in cash, check or shares of the Company's Common Stock. No option may be granted pursuant to the Director Plan after March 3, 2005. Grants are subject to adjustments to reflect certain changes in capitalization.

On April 29, 2004 each Independent Director was granted an option to purchase 1,875 shares with an exercise price of $3.59 per share. (Table on page 18 of proxy)

3/30/2004 Proxy Information

A subsidiary of the Company leases certain tractors from Mr. Stubbs, Mr. Robertson, and a family partnership controlled by Mr. Stubbs. Lease terms are for two to five years and lease payments were determined by reference to amounts the subsidiary pays to unaffiliated lessors for similar equipment leased under similar terms. Because the terms of these leases with these related parties are more flexible than those governing tractors we lease from unaffiliated lessors, we pay the officers a premium over the rentals we pay to unaffiliated lessors.

The subsidiary entered into several replacement tractor leases for sixty months during 2003. The subsidiary also extended for twenty-four months tractor leases previously scheduled to expire in 2003. The Company's Audit Committee approved the terms of these leases. The subsidiary also rents certain trailers from these officers, on a month-to-month basis, at rates that are generally less than market-rate monthly trailer rentals. The Company and the related-party lessors have agreed, should the month-to-month trailer leases be terminated within twelve months following a change in control that the Company is required to pay to the lessors a lump sum payment in cash equal to 24 times the most recent monthly rental. Rentals paid during 2003 by the subsidiary for tractors and trailers pursuant to the lease agreements were as follows: Mr. Stubbs and the family partnership - $1,323,000 and Mr. Robertson - $705,000. The subsidiary has an option to purchase the tractors at the end of the lease term for fair market value. During 2003, the Company purchased (for market value) tractors valued at $958,200 from Mr. Stubbs and the family partnership and $606,860 from Mr. Robertson. The Company subsequently sold these tractors to unrelated third parties and did not incur a gain or loss on such transactions. The aggregate future minimum lease payments to Mr. Stubbs and the family partnership and Mr. Robertson under the tractor leases are approximately $1,061,000 and $540,000, respectively, in 2004, $814,000 and $409,000, respectively, in 2005, $814,000 and $409,000, respectively in 2006, and $695,000 and $378,000, respectively in 2007.

3/31/2003 Proxy Information

A subsidiary of the Company leases certain tractors from Mr. Stubbs, Mr. Robertson, and a family partnership controlled by Mr. Stubbs. Lease terms are for three to four years and lease payments were determined by reference to amounts the subsidiary pays to unaffiliated lessors for similar equipment leased under similar terms. Because the terms of these leases with these related parties are more flexible than those governing tractors we lease from unaffiliated lessors, we pay the officers a premium over the rentals we pay to unaffiliated lessors.

The subsidiary extended for twelve months tractor leases previously scheduled to term in 2002. Lease payments were not changed. The Company's Audit Committee approved the terms of these leases. The subsidiary exchanged some of these tractors for similar tractors and did not incur a gain or loss on the exchange. The fair market value of tractors exchanged was $661,000 from Mr. Stubbs and the family partnership and $435,000 with Mr. Robertson. The Company's Audit Committee approved the exchange.

The subsidiary also rents certain trailers from these officers, on a month-to-month basis, at rates that are generally less than market-rate monthly trailer rentals.

During 2002, the subsidiary exchanged 24 older trailers, generally 1987-1994 vintage previously under lease with the officers, for 1994 trailers previously owned by the subsidiary, and incurred an aggregate loss of $8,200. The fair market value of trailers exchanged was $16,800 for Mr. Stubbs and the family partnership and $12,000 with Mr. Robertson. The month-to-month rental payments on the trailers were not changed. The Company's Audit Committee approved the rental payments.

The Company and the related-party lessors have agreed, should the month-to-month trailer leases be terminated within twelve months following a change that the Company is required to pay to the lessors a lump sum payment in cash equal to 24 times the most recent monthly rental.

Rentals paid during 2002 by the subsidiary for tractors and trailers pursuant to the lease agreements were as follows: Mr. Stubbs and the family partnership - $1,172,000 and Mr. Robertson - $637,000. The aggregate future minimum lease payments to Mr. Stubbs and the family partnership and Mr. Robertson under the tractor leases are approximately $956,000 and $460,000, respectively, in 2003, and $566,000 and $254,000, respectively, in 2004, $314,000 and $126,000, respectively in 2005, and $288,000 and $115,000, respectively in 2006.