Exhibit 4.3



                             SECOND AMENDMENT TO THE
               ARKANSAS BEST CORPORATION SUPPLEMENTAL BENEFIT PLAN


         This Second  Amendment is made effective  January 22, 2003, by Arkansas
Best Corporation, a Delaware corporation, (the "Company").

                              W I T N E S S E T H:

         WHEREAS,   the  Company   originally   established  the  Arkansas  Best
Corporation  Supplemental Benefit Plan (the "Plan"),  effective January 1, 1988,
and restated the Plan document as of December 15, 1999;

         WHEREAS,  the Company  amended the definition of "Change in Control" by
adopting an Amendment  to the Arkansas  Best  Corporation  Supplemental  Benefit
Plan, effective April 19, 2000;

         WHEREAS,  the Company now desires to amend the Plan,  effective January
22, 2003, to (1) add a vesting schedule that will apply to certain participants,
and (2) revise the nontransferability provision under the Plan; and

         WHEREAS,  the Plan may be amended by the Board of Directors pursuant to
the provisions of Section 8.4 of the Plan, and the Board of Directors desires to
amend the Plan.

         NOW, THEREFORE, the Plan is amended as follows,  effective as set forth
above:

         1.  Existing  Section  2.1(i)  of the Plan is  amended  by adding a new
sentence to the end of Section 2.1(i) as follows:

         "However,  any benefits  earned by a Category II  Participant  prior to
         such Category II  Participant's  conversion to a Category I Participant
         shall  remain  100%  vested  and will  not be  subject  to the  vesting
         schedule described in Section 4.1(c) of the Plan."

         2. Existing  Section 4.1 of the Plan is amended by adding a new Section
4.1(c) to the end of this Section 4.1 as follows:

         "(c) Vesting  Schedule.  Subject to the  following  provisions  of this
         subsection,  the  benefits  payable to any  Participant  who  becomes a
         Category I Participant  after January 22, 2003, shall be subject to the
         following vesting schedule:

               1.67% vesting for each month of participation as a
                       Category I Participant in the Plan

         The   determination  of  a  Participant's   vested  benefits  shall  be
         calculated  on a monthly  basis for a period  up to sixty  (60)  months
         (with  the  last  month  equal to  1.47%),  provided  such  Participant
         continues  to be a  Category I  Participant  in the Plan.  The  vesting
         schedule shall not apply to Category I Participants who became Category
         I Participants on or prior to January 22, 2003, such Participants shall
         be 100% vested.

         This vesting  schedule shall not apply to benefits earned by a Category
         II  Participant;  provided  however,  that in the  event a  Category  I
         Participant  becomes a Category II  Participant,  no further vesting in
         his or her Category I benefits shall occur.  In the event a Category II
         Participant becomes a Category I Participant, all benefits earned while
         a Category II  Participant  shall  remain  100%  vested;  however,  any
         benefits  earned as a  Category I  Participant  shall be subject to the
         vesting schedule described above."


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         3. Existing  Section 4.6 of the Plan is deleted in its entirety and the
following is substituted in its place:

         "4.6  Nontransferability.  A Participant shall have no rights by way of
         anticipation  or  otherwise  to  assign  or  otherwise  dispose  of any
         interest  under this Plan,  nor shall rights be assigned or transferred
         by operation of law other than by will or the laws of  distribution  or
         between  spouses or incident to a divorce within the meaning of Section
         1041  of the  Code  or  any  successor  provision  (provided  any  such
         permitted transfer shall remain subject to all other provisions of this
         Plan)."


         IN WITNESS WHEREOF,  Arkansas Best  Corporation,  acting by and through
its duly authorized officer,  has executed this document on this the 22nd day of
January, 2003.

                                          ARKANSAS BEST CORPORATION


                                          By: /s/ Richard F. Cooper
                                             ----------------------------------
                                             Its:  Vice President -
                                                   Administration