AMENDMENT NO. 2 to AMENDED AND RESTATED 2004 STOCK OPTION PLAN of SUPREME INDUSTRIES, INC

Exhibit 4.1

AMENDMENT NO. 2

to

AMENDED AND RESTATED 2004 STOCK OPTION PLAN

of

SUPREME INDUSTRIES, INC.

On March 25, 2008, the Board of Directors of Supreme Industries, Inc., a Delaware corporation (the “Company”) adopted Amendment No. 2 to the Amended and Restated 2004 Stock Option Plan (the “Amended 2004 Plan”) to increase the number of shares authorized for issuance under the Amended 2004 Plan from 850,000 shares to 1,200,000 shares.  Such amendment was approved by the Company’s stockholders at their annual meeting held on May 8, 2008.

The Amended 2004 Plan was adopted by the Company’s Board of Directors on February 7, 2006, and approved by the Company’s stockholders at their annual meeting held on May 4, 2006.  The Amended 2004 Plan completely superseded and replaced the Company’s 2004 Stock Option Plan which had been adopted by the Company’s Board of Directors on January 23, 2004, and approved by the Company’s stockholders at their annual meeting held on April 29, 2004.

Accordingly, the Amended 2004 Plan is hereby amended by completely rep