Exhibit 4.1

                2002 ARKANSAS BEST CORPORATION STOCK OPTION PLAN
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1.       PURPOSE

The purpose of the 2002 Arkansas Best Corporation Stock Option Plan (hereinafter
called the "Plan") is to advance the  interests  of  Arkansas  Best  Corporation
(hereinafter  called the "Company") by strengthening  the ability of the Company
to attract and retain key personnel  through stock  ownership.  Certain  options
granted  under this Plan are intended to qualify as  "incentive  stock  options"
pursuant to Section 422 of the Internal Revenue Code of 1986 (the "Code"), while
certain  other  options  granted  under  the Plan will  constitute  nonqualified
options.

2.       DEFINITIONS

As used in this Plan, and in any option agreement,  as hereinafter  defined, the
following terms shall have the following meanings,  unless the context otherwise
requires:

(a)  "COMMON  STOCK" shall mean the Common Stock of the Company,  par value $.01
     per share.
(b)  "DATE OF  GRANT"  shall  mean the  date on which a stock  option  or SAR is
     granted pursuant to this Plan.
(c)  "EMPLOYEE SAR" shall mean a stock appreciation right granted in conjunction
     with a stock  option,  that entitles the Holder to determine at the time of
     exercise  whether to exercise  the stock  option or the stock  appreciation
     right.
(d)  "EMPLOYER SAR" shall mean a stock appreciation right granted in conjunction
     with a stock  option,  that entitles the Committee to determine at the time
     of exercise whether to allow the Holder to exercise the stock option or the
     stock  appreciation  right.  The  Committee  shall make this  determination
     before the close of the  business  day  following  receipt of the  Holder's
     notice to exercise  the stock option  associated  with such  Employer  SAR.
     Failure  of the  Committee  to  respond  by the close of the  business  day
     following  receipt of the notice to exercise shall  constitute  approval of
     exercise of the stock  option.  The  Committee  may  delegate  its approval
     authority to any Company  officer or officers.  In the event the  Committee
     requires the Holder to exercise the stock appreciation right in lieu of the
     option, the Committee has the discretion to pay the Holder in cash or issue
     Common Stock  having a Fair Market  Value on the date of exercise  equal to
     the SAR Spread.
(e)  "FAIR  MARKET  VALUE"  shall mean the closing sale price (or average of the
     quoted  closing  bid and asked  prices if there is no  closing  sale  price
     reported) of the Common  Stock on the date  specified as reported by NASDAQ
     National Market System or by the principal national stock exchange on which
     the Common Stock is then listed.  If there is no reported price information
     for such date,  the Fair Market  Value will be  determined  by the reported
     price  information  for the Common Stock on the day nearest  preceding such
     date. In the event the  Company's  Common Stock is not listed on the NASDAQ
     National  Market  System or any  principal  national  stock  exchange,  the
     Committee will make a good faith  determination  of the Common Stock's Fair
     Market Value.
(f)  "HOLDER"  shall mean the  person to whom an option or SAR is granted  under
     the Plan or who has  obtained  the  right to  exercise  an option or SAR in
     accordance with the provisions of the Plan.
(g)  "OUTSIDE  DIRECTOR" shall mean a director who is (i) not a current employee
     of the Company,  (ii) not a former employee who receives  compensation  for
     prior services (other than benefits under a tax-qualified  retirement plan)
     during the taxable year, (iii) has not been an officer of the Company, (iv)
     does  not  receive  remuneration  from  the  Company,  either  directly  or
     indirectly,  in a  capacity  other  than as a  director,  and (v)  does not
     otherwise have an interest or business  relationship  with the Company that
     must be disclosed pursuant to Item 404 of Regulation S-K. For this purpose,
     "remuneration"  includes any payment in exchange for goods or services. For
     this purpose "Company" includes any Subsidiary.
(h)  "PLAN  ADOPTION  DATE" shall mean the date on which the plan is approved by
     the shareholders of the Company.  (i) "SAR" shall mean a stock appreciation
     right  granted under this Plan that shall require the Company to pay to the
     Holder
(i)  cash  equal  to the  SAR  spread,  or (ii) at the  sole  discretion  of the
     Committee in the case of an Employer SAR, Common Stock having a Fair Market
     Value on the date of exercise equal to the SAR Spread. The term "SAR" shall
     include,  but is not limited to,  Employer  SARs and  Employee  SARs.  (22)
     Appendix A
(j)  "SAR  SPREAD"  shall mean with  respect to each SAR an amount  equal to the
     product  of (1) the  excess of (A) the Fair  Market  Value per share on the
     date of exercise over (B) (x) if the SAR is granted in conjunction  with an
     option,  then the exercise price per share of the related option, or (y) if
     the SAR is granted by itself with respect to a designated  number of shares
     of Common  Stock,  then the Fair Market  Value per share of the  designated
     shares of Common Stock on the Date of Grant, in each case multiplied by (2)
     the  number of shares of Common  Stock  with  respect  to which such SAR is

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     being exercised; provided, however, that with respect to any SAR granted in
     conjunction  with an  incentive  stock  option,  in no event  shall the SAR
     Spread  exceed the amount  permitted  to be treated as the SAR Spread under
     applicable   Treasury   Regulations  or  other  legal   authority   without
     disqualifying the option as an incentive stock option.
(k)  "Subsidiary"  shall  mean any now  existing  or  hereinafter  organized  or
     acquired  corporation  of which more than fifty percent (50%) of the issued
     and outstanding voting stock is owned or controlled  directly or indirectly
     by the Company or through one or more Subsidiaries of the Company.

3.   COMMON STOCK SUBJECT TO THE PLAN

The aggregate amount of Common Stock for which options may be granted or used to
satisfy  the SAR  Spread of SARs  settled  with  Common  Stock  shall not exceed
1,000,000  shares of Common  Stock.  Such  Common  Stock may be  authorized  and
previously unissued Common Stock or previously issued Common Stock that has been
reacquired by the Company.  Any Common Stock subject to unexercised  portions of
options granted under this Plan which shall have  terminated,  been cancelled or
expired  (including,  without  limitation,  by reason of the exercise of related
SAR, or Common Stock  designated as subject to a SAR which is exercised and paid
in cash), are again available for all purposes of this Plan.

4. ADMINISTRATION AND GRANTS

The Plan shall be administered  by a committee of two or more Outside  Directors
appointed by the Board of Directors  of the Company (the group  responsible  for
administering  the Plan is  referred  to  herein as the  "Committee").  SARs and
options may be granted  under this Section 4 only by the  majority  agreement of
the members of the  Committee.  SAR  agreements  ("SAR  Agreements")  and option
agreements  ("Option  Agreements")  shall  be in the  form  as  approved  by the
Committee,  and contain such terms and conditions determined by the Committee as
are not  inconsistent  with the provisions of this Plan. The Option Agreement or
SAR  Agreement  may be executed on behalf of the Company by the  Chairman of the
Board,  the President or any Vice President of the Company.  The Committee shall
have complete  authority to grant stock options with or without SARs,  SARs with
or without stock options,  construe,  interpret and administer the provisions of
the Plan, determine the provisions of the SAR Agreements granted thereunder, and
the provisions of the Option Agreements  relating to options granted thereunder;
to prescribe,  amend and rescind rules and  regulations  pertaining to the Plan;
and to make all  other  determinations  necessary  or  deemed  advisable  in the
administration   of  the   plan.   The   determinations,   interpretations   and
constructions made by the Committee shall be final and conclusive.

5.       ELIGIBILITY

Incentive  stock options to purchase Common Stock may be granted under Section 4
of the Plan to such key employees of the Company or its Subsidiaries  (including
any  director  who is also a key  employee  of the Company or one or more of its
Subsidiaries)  as shall  be  determined  by the  Committee.  Nonqualified  stock
options to purchase  Common Stock and SARs may be granted under Section 4 of the
Plan to such key employees or directors (including,  without limitation, members
of the Committee) of the Company or its  Subsidiaries  as shall be determined by
the Committee.  The Committee  shall  determine  which persons are to be granted
stock  options and which  persons  are to be granted  SARs  (including,  without
limitation,  Employee SARs and Employer SARs), whether an option will be granted
independently or in conjunction with a SAR, the number of options, the number of
SARs, the number of shares of Common Stock subject to each option, the number of
designated  shares of Common Stock  subject to each SAR,  the exercise  price or
prices of each option,  the vesting and exercise  period of each option and SAR,
whether  an option  may be  exercised  as to less than all of the  Common  Stock
subject  thereto,  and such other terms and conditions of each option or SAR, if
any,  as are not  inconsistent  with the  provisions  of this Plan.  The maximum
number of shares of Common Stock a Holder can be granted  during the life of the
Plan is 500,000  shares of Common  Stock.  In  connection  with the  granting of
incentive stock options, the aggregate Fair Market Value (determined at the Date
of Grant of an  incentive  stock  option) of Common  Stock with respect to which
incentive  stock options are  exercisable  for the first time by a Holder during
any calendar year (under all such (23) Appendix A plans of the Holder's employer
corporation and its parent and subsidiary corporations as defined in Section 424

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of the Code) shall not exceed $100,000 or such other amount as from time to time
provided in Section  422(d) of the Code or any successor  provision  and, to the
extent, if any, that such $100,000 limit shall be exceeded,  the excess shall be
considered nonqualified stock options.

6. EXERCISE PRICE

The  purchase  price or prices  for  Common  Stock  subject  to an  option  (the
"Exercise  Price") granted pursuant to Section 4 of the Plan shall be determined
by the Committee at the Date of Grant; provided,  however, that (a) the Exercise
Price for any option shall not be less than 100% of the Fair Market Value of the
Common  Stock at the Date of  Grant,  and (b) if the  Holder  owns  more then 10
percent  of the  total  combined  voting  power of all  classes  of stock of the
Company or its parent or any of its  subsidiaries,  as more fully  described  in
Section  422(b)(5) of the Code or any successor  provision (such  stockholder is
referred to herein as a "10-Percent  Stockholder"),  the Exercise  Price for any
incentive stock option granted to such Holder shall not be less then 110% of the
Fair Market Value of the Common Stock at the Date of Grant.

7. TERM OF STOCK OPTIONS AND SARS AND LIMITATIONS ON RIGHT TO EXERCISE

No incentive  stock option  granted  pursuant to Section 4 of this Plan shall be
exercisable  (a) more than five years after the Date of Grant with  respect to a
10-Percent Stockholder, and (b) more than ten years after the Date of Grant with
respect to all persons other than 10-Percent Stockholders. No nonqualified stock
option or SAR granted  pursuant  to Section 4 of this Plan shall be  exercisable
more than ten years after the Date of Grant.  The Company  shall not be required
to issue any fractional  shares of Common Stock upon the exercise of any options
granted  under this Plan. No Holder nor his legal  representatives,  legatees or
distributees,  as the  case  may be,  will  be,  or will be  deemed  to be,  the
recipient of any Common Stock  subject to an option unless and until said option
has been  exercised  and the  purchase  price of the Common  Stock in respect of
which the option has been exercised has been paid. Unless otherwise  provided in
the SAR or Option  Agreement,  neither an option nor an SAR shall be exercisable
except by the Holder or by a person who has obtained  the Holder's  rights under
the option by,  will or under the laws of descent  and  distribution  or between
spouses or incident to divorce within the meaning of Section 1041 of the Code or
any successor  provision.  The Committee  shall have the  discretion to permit a
gift,  transfer or sale of some or all of a Holder's  nonqualified stock options
or SARs, or a deferral of SAR income,  by including  such right in the Option or
SAR Agreement.

8. TERMINATION OF EMPLOYMENT

The Committee shall  determine at the Date of Grant what conditions  shall apply
to the  exercise  of an option or a SAR granted  under  Section 4 in the event a
Holder shall cease to be employed by the Company or a Subsidiary for any reason.
In the event of the death of a Holder while in the employ or while  serving as a
director of the Company or a Subsidiary,  the SAR or option theretofore  granted
to him shall be  exercisable  by the executor or  administrator  of the Holder's
estate,  or if the Holder's  estate is not in  administration,  by the person or
persons to whom the Holder's  right shall have passed under the Holder's will or
under the laws of descent and distribution,  within the year next succeeding the
date of death or such  other  period  as may be  specified  in the SAR or option
agreement,  but in no case later than the  expiration  date of such option,  and
then only to the extent that the Holder was entitled to exercise  such option at
the date of his death.  Neither  this Plan nor any option  granted  hereunder is
intended  to confer upon any Holder any rights with  respect to  continuance  of
employment  or  other  utilization  of  his  services  by  the  Company  or by a
Subsidiary,  nor to  interfere in any way with his right or that of his employer
to terminate his  employment or other services at any time (subject to the terms
of any applicable contract).

9. DILUTION OR OTHER ADJUSTMENTS

In the event that there is any change in the Common  Stock  subject to this Plan
or  subject  to SARs or  options  granted  hereunder  as the result of any stock
dividend  on,  dividend of or stock split or stock  combination  of, or any like
change in,  stock of the same class or in the event of any change in the capital
structure of the Company,  the Board of  Directors or the  Committee  shall make
such adjustments with respect to SARs,  options,  or any provisions of the Plan,
as it deems  appropriate  to prevent  dilution or  enlargement of SAR and option
rights. (24) Appendix A

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10. EXPIRATION AND TERMINATION OF THE PLAN

Options may be granted at any time under  Section 4 of the Plan prior to the ten
year  anniversary  of the Plan  Adoption  Date,  as long as the total  number of
shares of Common  Stock which may be issued  pursuant to options  granted  under
this Plan do not (except as provided in Section 9 above) exceed the  limitations
of Section 3 above.  This Plan may be abandoned,  suspended or terminated at any
time by the Board of Directors of the Company except with respect to any options
or SARs then outstanding under the Plan.

11.  RESTRICTIONS ON THE ISSUANCE OF COMMON STOCK

(a)  The Company  shall not be  obligated to sell or issue any Common Stock upon
     the exercise of any option or SAR granted  under this Plan unless:  (i) the
     shares of Common Stock with respect to which such option is being exercised
     have been registered under applicable federal securities laws or are exempt
     from such  registration;  (ii) the prior  approval of such sale or issuance
     has been obtained from any state regulatory body having  jurisdiction;  and
     (iii) in the event the Common  Stock has been listed on any  exchange,  the
     shares of Common Stock with respect to which such option is being exercised
     have been duly listed on such  exchange in  accordance  with the  procedure
     specified  therefor.  If the shares of Common  Stock to be issued  upon the
     exercise of any option  granted under the Plan are intended to be issued by
     the  Company  in  reliance  upon  the  exemptions  from  the   registration
     requirements  of applicable  federal  securities  laws,  the Holder,  if so
     requested by the Company,  shall  furnish to the Company such  evidence and
     representations,  including an opinion of counsel,  satisfactory  to it, as
     the Company may reasonably request.

(b)  No  incentive   stock  option  granted   pursuant  to  the  Plan  shall  be
     transferable  by the Holder  other than by, will or the laws of descent and
     distribution  or between  spouses or incident to divorce within the meaning
     of Section 1041 of the Code or any successor provision.

(c)  The Board of Directors or Committee may impose such other  restrictions  on
     the ownership and transfer of Common Stock issued  pursuant to this Plan as
     it deems desirable;  any such restrictions shall be set forth in any option
     agreement entered into hereunder.

12.  STOCK APPRECIATION RIGHTS

(a)  The  Committee  shall  have  authority  to grant  SARs  individually  or in
     conjunction with some or all of the options granted under this Plan. An SAR
     granted with an incentive stock option must be granted on the Date of Grant
     of such related option. An SAR granted with respect to a nonqualified stock
     options  may be  granted  on or after  the  Date of  Grant of such  related
     option.

(b)  Each SAR shall be on such terms and conditions not  inconsistent  with this
     Plan as the  Committee  may  determine  and shall be evidenced by a written
     agreement.

(c)  The Holder has no rights as a  stockholder  with  respect to the related or
     designated Common Stock as a result of the grant of an option or SAR.

13.  PROCEEDS

The proceeds to be received by the Company upon  exercise of any option  granted
under this Plan may be used for any purpose by the Company.

14. AMENDMENT OF THE PLAN

The Board of Directors  may amend the Plan from time to time in such respects as
it may deem  advisable  in its sole  discretion  or in order that the options or
SARs granted hereunder shall conform to any change in applicable laws, including
tax laws, or in  regulations or rulings of  administrative  agencies or in order
that options granted or stock acquired upon exercise of such options may qualify
for simplified registration under applicable securities or other laws; provided,
however, that no amendment may be made without the consent of stockholders which
would  materially (a) increase the benefits  accruing to Holders under the Plan,
(b) increase the number of securities  which (25) Appendix A may be issued under
the Plan,  other than in  accordance  with  Section 9 hereof,  or (c) modify the
requirements  as to eligibility for  participation  in the Plan, or (d) make any
change  for  which  applicable  law  or  regulatory   authority  (including  the

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regulatory  authority of the NASDAQ or any other market or exchange on which the
Common  Stock  is  traded)  would  require  shareholder  approval  or for  which
shareholder   approval  would  be  required  to  secure  all   deductibility  of
compensation  received  under the Plan  under  Section  162(m) of the Code;  and
provided,  further,  without  limitation,  that  no  amendment,   suspension  or
termination of the Plan or any option or SAR issued hereunder  shall,  except as
specifically  permitted in this Plan or under the terms of such Option Agreement
or SAR Agreement,  substantially  impair any option or SAR previously granted to
any Holder without the consent of such Holder.

15. PAYMENT UPON EXERCISE

Upon the  exercise of any option  granted  under the Plan,  the Company may make
financing  available to the Holder for the purchase of the Common Stock that may
be  acquired  pursuant  to the  exercise  of such  option  on such  terms as the
Committee  shall  specify,  unless  otherwise  expressly  provided in the Option
Agreement.  Holder may pay the Exercise Price of the Common Stock as to which an
option is being exercised by the delivery of cash, a certified  cashier's check,
a broker's check if exercise is through a broker dealer as described  below,  or
by the  delivery of Common Stock which has been owned by the Holder for a period
of at least six (6) months  prior to the date of  exercise  having a Fair Market
Value on the date of exercise equal to the Exercise  Price,  or by a combination
of those methods. On or immediately prior to the date on which a payment is made
to a Holder  hereunder,  the Holder shall be required to pay to the Company,  in
cash or Common  Stock  (including,  but not limited to, the  reservation  to the
Company of the requisite number of shares otherwise  payable to such Holder with
respect to such option or SAR),  but in Common Stock only if expressly  provided
in the option,  and otherwise  only upon approval by the  Committee,  the amount
which the Company reasonably determines to be the minimum necessary in order for
the  Company  to  comply  with  applicable  federal  or  state  tax  withholding
requirements,  and the collection of employment  taxes, if applicable;  however,
unless  expressly  provided to the  contrary in the option,  the  Committee  may
require that such payment be made in cash. Any option granted under the Plan may
be  exercised  by a  broker-dealer  acting  on  behalf  of a  Holder  if (a) the
broker-dealer  has  received  from  the  Holder  or the  Company  a  fully-  and
duly-endorsed  agreement  evidencing  such option,  together  with  instructions
signed by the Holder  requesting the Company to deliver the Common Stock subject
to such option to the  broker-dealer  on behalf of the Holder and specifying the
account into which such Common Stock should be deposited, (b) adequate provision
has been made with respect to the payment of any withholding taxes due upon such
exercise,  and (c) the broker-dealer and the Holder have otherwise complied with
Section  220.3(e)(4)  of  Regulation  T,  12 CFR  Part  220,  or  any  successor
provision,  and (d) the shares of Common Stock  subject to such option are being
sold by the  broker-dealer  on  behalf  of the  shareholder  pursuant  to (i) an
effective  registration  statement  under the Securities Act of 1933, as amended
(the  "Securities   Act"),   covering  such  sale  or  (ii)  an  exemption  from
registration under the Securities Act with respect to such sale.

16. STOCKHOLDERS' APPROVAL

In  order  for the  Plan to be  effective,  the  Plan  must be  approved  by the
affirmative  vote of the holders of the  majority of the shares of Common  Stock
voting at a meeting of the  shareholders  of the  Company at which  proxies  are
solicited  pursuant to Section 14(a) of the Securities  Exchange Act of 1934, as
amended.

17. LIABILITY OF THE COMPANY

Neither  the  Company,  its  directors,  officers  or  employees  nor any of the
Company's  Subsidiaries  which are in existence or hereafter come into existence
shall be liable to any Holder or other person if it is determined for any reason
by the  Internal  Revenue  Service  or any court  having  jurisdiction  that any
incentive  stock options  granted  hereunder do not qualify for tax treatment as
incentive stock options under Section 422 of the Code or that the transfer of an
option or SAR resulted in taxable income to Holder.