(e)

On January 31, 2012, the Board of Directors (the "Board") of Old Dominion Freight Line, Inc. (the "Company") approved the Second Amendment to Amended and Restated Employment Agreement for each of Earl E. Congdon, the Company's Executive Chairman of the Board, and John R. Congdon, the Company's Vice Chairman of the Board and Senior Vice President, effective as of May 31, 2012 (together, the "Second Amendments"). The Second Amendments extend the fixed termination date contained in Section 5.1(i) of each Amended and Restated Employment Agreement (the "Employment Agreements"), as amended by the First Amendments to the Employment Agreements filed with the Securities and Exchange Commission on May 28, 2010. The Second Amendments extend the fixed termination date from May 31, 2012 to May 31, 2014.

Pursuant to the Second Amendments, Section 5.1 now provides that each Employment Agreement will continue until the earliest of (i) May 31, 2014; (ii) the death of the executive; (iii) either party's exercise of the 120-day Notice Exception;
(iv) termination For Cause; (v) termination resulting from Total Disability; or, for Earl E. Congdon solely, (vi) the date Earl E. Congdon fails to be elected by the shareholders of the Company to serve as a member of the Board at the Company's annual shareholder meeting or any substitute meeting duly called in accordance with the Company's bylaws. Clauses (ii) through (vi) of Section 5.1 of each Employment Agreement, as set forth above, were unchanged by the Second Amendments.

The remaining terms and conditions of each Employment Agreement, as amended, remain in full force and effect. Copies of each Second Amendment are attached hereto as Exhibits 10.17.12 and 10.17.13 and incorporated herein by reference.

(d) Exhibits

10.17.12   Second Amendment to Amended and Restated Employment Agreement by and
           between Old Dominion Freight Line, Inc. and Earl E. Congdon


10.17.13   Second Amendment to Amended and Restated Employment Agreement by and
           between Old Dominion Freight Line, Inc. and John R. Congdon


10.17.6   Amended and Restated Employment Agreement Between Old Dominion Freight
          Line, Inc. and Earl E. Congdon, effective as of June 1, 2008
          (incorporated by reference to the exhibit of the same number contained
          in the Company's Current Report on Form 8-K, filed on June 3, 2008)


10.17.7   Amended and Restated Employment Agreement Between Old Dominion Freight
          Line, Inc. and John R. Congdon, effective as of June 1, 2008
          (incorporated by reference to the exhibit of the same number contained
          in the Company's Current Report on Form 8-K, filed on June 3, 2008)