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                                                                    EXHIBIT 4.3


                       J.B. HUNT TRANSPORT SERVICES, INC.
                 AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN


                                I. NAME; PURPOSE

         1.1 NAME. This instrument shall be known as the J.B. Hunt Transport
Services, Inc. Amended and Restated Management Incentive Plan (the "Plan").


         1.2 HISTORY OF PLAN. By action of the Board of Directors (the "Board")
in 1984, and after approval by the Company's stockholders, the Company adopted
the J.B. Hunt Transport Services, Inc. Stock Option Plan of 1984 ("1984 Option
Plan"). The 1984 Option Plan was modified and approved by stockholders in March
of 1989 to increase the authorized shares to 2,000,000, creating the J.B. Hunt
Transport Services, Inc. Management Incentive Plan (the "Original MIP"). The
Original MIP was amended on July 7, 1995, April 16, 1998, and August 14, 2001 to
increase the authorized shares to 5,000,000, 6,500,000, and 8,500,000 shares
respectively.


         1.3 PURPOSE. The Plan is designed to benefit certain key employees of
J.B. Hunt Transport Services, Inc. and any entity in which J.B. Hunt Transport
Services, Inc. or any subsidiary owns, directly or indirectly, a majority of the
voting stock (collectively these entities shall be the "Company").

         The overall objectives of the Plan are to increase the long-term
financial success of the Company, and increase the value of the Company to its
stockholders, by:


                  (a) attracting, rewarding, and retaining key personnel who are
instrumental in the continued success of the Company; and


                  (b) motivating key employees by providing them with the
opportunity to participate with the stockholders in the long-term growth and
financial success of the Company.

         1.4 OVERVIEW OF THE PLAN BENEFITS. The benefits to be provided under
this Plan, although more specifically set out herein, are stock awards, share
units, money credits, stock options, stock appreciation rights, or any
combination of the foregoing (collectively the "Plan Benefits") subject to the
terms and conditions stated in this Plan.

                      II. NO RIGHT TO CONTINUED EMPLOYMENT;
                             CREATION OF COMMITTEE;
                 ADMINISTRATION OF THE PLAN; PARTICIPANTS; ETC.


         2.1 THE COMMITTEE. The Plan and transactions thereunder shall be
administered by the Compensation Committee (the "Committee") of the Board of
Directors of J.B. Hunt Transport Services, Inc. (the "Board"), comprised solely
of two or more outside directors, unless another committee of the Board shall be
designated. A director is an outside director if the director: (a) is not a
current employee of the publicly held corporation; (b) is not a former employee
of the publicly held corporation who receives compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the taxable
year; (c) has not been an officer of the Company; and (d) does not receive
remuneration, either directly or indirectly, in any capacity other than as a
director.


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         2.2 GRANT AND TERMS OF PLAN BENEFITS; ADMINISTRATION OF THE PLAN. The
Committee, may grant Plan Benefits to Participants (hereafter defined) on the
terms and subject to the conditions stated in this Plan.


         The Committee shall, subject to the limitations of this Plan, have full
power and discretion to interpret and administer the Plan; to establish
selection guidelines; to select eligible persons for participation; and to
determine the form of grant, either in the form of stock awards, money credits,
share units, stock options or stock appreciation rights or combinations thereof,
the number of shares subject to the grant, the fair market value of the Common
Stock when necessary, the restriction and forfeiture provisions relating to
restricted stock, the time and conditions of vesting or exercise, the
conditions, if any, under which time of vesting or exercise may be accelerated,
the conditions, form, time, manner and terms of payment of any award, and all
other terms and conditions of the grant provided that all stock options shall be
granted in compliance with and subject to the terms of Section 6 of this Plan.
The Committee may establish rules, regulations and guidelines for the
administration of the Plan, and impose, incidental to a grant of Plan Benefits,
conditions with respect to employment or other activities not inconsistent with
or conflicting with the Plan.


         The Committee may, in its discretion, delegate to the Chief Executive
Officer of the Company the power and authority with respect to the selection of,
and grants of, Plan Benefits to certain Participants who are not:

         1. the beneficial owner of more than 10% of any class of equity
securities of the Company registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended;

         2. a director of the Company; or

         3. an officer of the company, as that term is defined in Rule 16a-1(f)
of the Rules of the Securities and Exchange Commission.


         The interpretation by the Committee of the terms and provisions of the
Plan and the administration thereof, and all action taken by the Committee,
shall be final, binding and conclusive on the Company, its stockholders, all
Participants and employees of the Company, and upon their respective
beneficiaries, successors and assigns, and upon all other persons claiming under
or through any of them. By accepting Plan Benefits each Participant, and each
person claiming under or through him, shall be conclusively deemed to have
indicated his acceptance and ratification of, and consent to, all provisions of
the Plan and any action or decision under the Plan by the Company, the Board or
the Committee.

         2.3 PLAN PARTICIPANTS. Unless denied the right to participate by
specific sections hereof, the following persons shall be eligible to be
participants in the Plan and, subject to the discretion of the Committee,
received Plan Benefits:

         (a) employees of the Company;

         (b) officers of the Company;

         (c) directors of the Company; and

         (d) consultants.

         The foregoing class of persons shall be referred to herein as
"Participants".

         2.4 LIMITATION ON SHARES TO BE ISSUED; REVERSION OF UNEXERCISED SHARES.
The maximum number of shares of Common Stock of the Company, $0.01 par value
(the "Common


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Stock"), to be issued under the Plan shall be 8,500,000 shares, including
shares already issued or to be issued pursuant to any previously exercised and
outstanding options awarded under the 1984 Option Plan or the Original MIP.
Shares awarded pursuant to grants made under either the 1984 Option Plan, the
Original MIP, or this Plan, which are not exercised for any reason (whether by
reason of expiration, surrender, cancellation, termination or forfeiture) or
received by the Company as the payment of purchase price as described in Section
6.6(a)(2) shall be available for future grants.

         2.5 SHARES OF COMMON STOCK. Shares of Common Stock to be issued may be
authorized and unissued shares of Common Stock, treasury stock or a combination
thereof. It is contemplated that the Company, although under no legal obligation
to do so, may from time to time purchase shares of Common Stock for the purpose
of paying all or any portion of any award payable in or measured by the value of
shares of Common Stock, or for the purpose of replacing shares issued or
transferred in payment of all or part of an award. All shares so purchased
shall, unless and until transferred in payment of an award, be at all times the
property of the Company available for any corporate purposes, and no Participant
or employee or beneficiary, individually or as a group, shall have any right,
title or interest in any shares of Common Stock so purchased.

         2.6 ADJUSTMENT PROVISIONS. In the event that any recapitalization, or
reclassification, split-up or consolidation of shares of Common Stock shall be
effective, or the outstanding shares of Common Stock are, in connection with a
merger or consolidation of the Company or a sale by the Company of all or a part
of its assets, exchanged for a different number or class of shares of stock or
other securities of the Company, or for shares of the stock or other securities
of any other corporation, or new, different or additional shares or other
securities of the Company or of another corporation are received by the holders
of Common Stock or any distribution is made to the holders of Common Stock other
than a cash dividend, (a) the maximum number of class of shares or other
securities that may be issued or transferred under the Plan, and (b) the number
of share units or the number and class of shares or other securities which are
the subject of any grant, shall in each case be equitably adjusted. If an
equitable adjustment cannot be made or the Board determines that further
adjustment is appropriate to accomplish fairly the purposes of the Plan, the
Board shall make such equitable adjustment under the Plan as it determines will
fairly preserve the Plan Benefits to the Participants and the Company.

         2.7 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall be effective
immediately upon its approval by the stockholders. Awards may be made and shares
may be issued pursuant to the Plan on or after its effective date pursuant to,
and in accordance with, agreements for the issuance thereof entered into prior
to the effective date. The Plan shall terminate ten years after it becomes
effective unless terminated prior thereto by action of the Board. No further
grants shall be made under the Plan after its termination, but termination shall
not affect the rights of any Participant under any grants made prior to
termination. This Plan or any subsequent Plan may be amended and readopted by
the Board and the stockholders from time to time. Each readoption shall
constitute a new Plan. Participants may hold awards under more than one Plan.

         2.8 LIMITATION OF PLAN BENEFITS. Plan Benefits granted to any
Participant in any one year shall be limited to two percent (2%) of the total
shares authorized for issuance under the Plan (i.e., 2% of 8,500,000).

         2.9 PERFORMANCE BASED CRITERIA. If the Committee determines that grants
of stock awards, share units and money credits should be made to Participants in
order to qualify for the compensation deduction exemption established by Section
162(m), the award shall be governed by this Section 2.9 of the Plan in addition
to other applicable sections of the Plan. The Committee shall base such
compensation solely on account of the attainment of one or more preestablished,
objective performance goals. The performance goal must be established in writing
by the Committee prior to the


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commencement of the services to which the performance goal relates, but no later
than ninety (90) days after the commencement of the service period to which it
relates, and while the outcome is substantially uncertain (i.e., before 25% of
the performance period has elapsed). Performance goals may be based on one or
more criteria: revenue, EPS, return on assets, return on capital, return on
investment, return on sales, productivity, market share, cash flow, generation
of free cash, Common Stock price, operating expense ratios, quality, delivery
performance or level of improvement in any of the foregoing.

         The written performance goal for a Covered Employee must be based on an
objective formula or standard for performance-based compensation, such that a
third party having knowledge of the relevant performance results could calculate
the amount to be paid to the employee and must specify the individual employees
or class of employees to which it applies. Once established, the Committee shall
not be entitled any discretion to increase the amount of grants under the Plan
that would otherwise be due upon attainment of the performance goal.

         The Committee must certify in writing, prior to the grant of restricted
stock, stock awards, share units and money credits that all of the performance
goals and other material terms of the arrangement for payment of the grants has
been met. This section of the Plan shall not apply to an award to a Participant
unless the Committee has determined that such award should qualify for the
compensation deduction exemption of Section 162(m).

                                III. STOCK AWARDS

         3.1 FORM OF AWARD. Stock awards, whether performance awards or fixed
awards, may be made to selected Participants in the form of shares of Common
Stock, but which may be forfeitable and/or with restrictions on transfer in any
form as hereinafter provided.

         3.2 PERFORMANCE AWARDS. Awards may be made in terms of a stated
potential maximum number of shares, with the actual number earned to be
determined by reference to the level of achievement of corporate, group,
division, individual or other specific objectives over a period or periods of
not less than one or more than ten years. No interests of any kind shall be
vested in an individual receiving a performance award until the conclusion of
the period or periods and the determination of the level of achievement
specified in the award, and the time of vesting thereafter shall be specified in
the award.

         3.3 FIXED AWARDS. Awards may be made to Participants which are not
contingent on the performance of objectives but which are contingent on the
Participant's continuing in the employ of the Company, rendering consulting
services or refraining from competitive activities for a period to be specified
in the award, which period shall not be less than one year.

         3.4 RIGHTS WITH RESPECT TO RESTRICTED SHARES. Awards may be made in the
form of shares which are subject to restrictions on transfer, as determined by
the Committee. Unless otherwise provided by the Committee, the Participant who
receives shares of restricted Common Stock shall have the right to vote the
shares and to receive dividends thereon from the date of issuance, unless and
until forfeited.

         3.5 TERMS AND CONDITIONS. Awards shall contain such terms and
conditions as the Committee shall specify, including without limitation,
restrictions on the sale or other disposition of the shares, or the forfeiture
of the awards upon termination of employment prior to the expiration of a
designated period of time or the occurrence of other events. In addition, shares
of restricted Common Stock issued pursuant to an award shall be released from
the restrictions at the times determined by the Committee. The award shall be
paid to the Participant either in shares of Common Stock having a fair


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market value equal to the maturity value of the award, or in cash equal to the
maturity value of the award, or in such combination thereof as the Committee
shall determine.

                                 IV. SHARE UNITS

         4.1 CREDITS. The Committee may in its discretion provide that a
Participant shall receive a credit of share units, each of which is equivalent
to a share of Common Stock except for the power to vote and the entitlement to
current dividends.

         4.2 RIGHTS WITH RESPECT TO SHARE UNITS. If share units are credited to
a Participant, amounts equal to dividends otherwise payable on a like number of
shares of Common Stock after the crediting of the units may, in the discretion
of the Committee, be paid to the Participant as and when paid, or converted into
additional share units which shall be credited to the Participant and held until
later forfeited or paid out. Share units may be paid to the Participant in the
form of cash or shares of Common Stock according to such requirements and
guidelines as the Committee shall deem appropriate.

                                V. MONEY CREDITS

         5.1 CREDITS. The Committee may in its discretion provide that a
Participant shall receive a credit of money credits, which shall be in units of
a dollar or a fraction thereof.

         5.2 RIGHTS WITH RESPECT TO MONEY CREDITS. If a Participant is credited
with money credits, a money account shall be established for the Participant
which shall be credited with interest equivalents on amounts previously credited
to the account, or an amount equal thereto paid to the Participant, on a
calendar quarter basis compounded and at such rate as the Committee determines
to be appropriate from time to time. Money credits may be paid to the
Participant in the form of cash or shares of the Company's Common Stock
according to such requirements and guidelines as the Committee shall deem
appropriate.

                                VI. STOCK OPTIONS


         6.1 STOCK OPTION PLAN. By action of the Board in 1984, and after
approval by the Stockholders, the Company adopted the 1984 Option Plan. The 1984
Option Plan was modified and approved by stockholders in March of 1989 to
increase the authorized shares to 2,000,000, creating the "Old MIP". The Old MIP
was amended on July 7, 1995, April 16, 1998, and August 14, 2001 to increase the
authorized shares to 5,000,000, 6,500,000, and 8,500,000 shares respectively.
This Section 6 sets out the terms and conditions for the MIP for grants issued
on May 15, 2002 and thereafter until this Plan expires or is subsequently
amended.


         6.2 OPTIONS ISSUED UNDER PREVIOUS OPTION PLANS. All stock options
issued pursuant to the 1984 Option Plan shall be governed by the terms and
conditions set forth in the 1984 Option Agreement. All stock options issued
pursuant to the Old MIP shall be governed by the terms and conditions set forth
in the Old MIP Agreement.

         6.3 STOCK SUBJECT TO THE PLAN.

         (a)      Options may, from time to time on and after the effective date
                  of this Plan, be granted to Participants of the Company or its
                  affiliates to purchase not more than the aggregate number of
                  shares of stock (subject to adjustment in accordance with
                  paragraph 6.3(b) reserved in accordance with Section 2.4 of
                  the Plan). As the Committee may determine from time to time,
                  the shares may consist either in whole or in part of shares of


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                  authorized but unissued Common Stock, or shares of authorized
                  and issued Common Stock reacquired by the Company. If an
                  option is surrendered or for any other reason ceases to be
                  exercisable in whole or in part, the shares which were subject
                  to such option, but as to which the option has not been
                  exercised, shall continue to be available under the Option
                  Plan.

         (b)      If there shall be any change in the stock subject to the Plan
                  or the stock subject to any option granted hereunder, through
                  merger, consolidation, reorganization, recapitalization,
                  reincorporation, stock split, stock dividend (in excess of
                  2%), or other change in the corporate structure of the
                  Company, appropriate adjustment shall be made by the Committee
                  to the aggregate number of shares subject to the Plan and the
                  number of shares and price per share subject to outstanding
                  options in order to preserve, but not to increase, the
                  benefits of the optionee; provided, however, that subject to
                  any required action by the stockholders, if the Company shall
                  not be the surviving corporation in any merger, consolidation,
                  or reorganization, every option outstanding hereunder shall
                  terminate, unless the surviving corporation shall (subject to
                  any applicable provisions of the Internal Revenue Code) assume
                  (with appropriate changes) the outstanding options or replace
                  them with new options of comparable value (in accordance with
                  Section 425(a) of the Internal Revenue Code). Notwithstanding
                  the preceding provisions, if such surviving corporation does
                  not so assume or replace the outstanding options hereunder,
                  each optionee shall have the right immediately prior to such
                  merger, consolidation, or reorganization to exercise all his
                  outstanding option(s), whether or not the options have vested.

         6.4 ELIGIBILITY. Persons who shall be eligible to have granted to them
the options provided for by this Option Plan shall be those persons set out in
Section 2.3 of the Plan, as the Committee in its sole discretion shall
determine.

         6.5 ADMINISTRATION OF THE PLAN. The Option Plan shall be administered
as set forth in Section 2 of the Plan.

         6.6(a) PURCHASE PRICE; TERMS; EXERCISE OF OPTIONS.

         (1)      Calculation of Purchase Price. The purchase price of the
                  Common Stock under each stock option shall be 100% of the fair
                  market value of the Common Stock on the date of grant (the
                  "Purchase Price"). The fair market value of the Common Stock
                  on any day shall be (i) if the principal market for the Common
                  Stock is a national securities exchange or the National Market
                  System of the National Association of Securities Dealers
                  Automated Quotations, the highest closing price of the Common
                  Stock on such exchange or system on the day the option is
                  granted or if no sale of the Company's Common Stock shall have
                  been made on any stock exchange on that day, on the next
                  preceding day on which there was a sale of such stock, or,
                  (ii) if the principal market for the Common Stock is not one
                  of the markets noted in 6.6(a)(1)(i) and the Common Stock is
                  quoted on the National Association of Securities Dealers
                  Automated Quotations System, the mean between the closing bid
                  and the closing asked prices for the Common Stock on such day
                  on such System, or (iii) if the principal market for the
                  Common Stock is not a national securities exchange and the
                  Common Stock is not quoted on the National Association of
                  Securities Dealers Automated Quotations System, the mean
                  between the highest bid and lowest asked price for the Common
                  Stock on such day as reported by the National Quotation
                  Bureau, Inc.; provided that if clauses (i), (ii) and (iii) of
                  this Paragraph are all inapplicable, or if no trades have been
                  made or no quotes are available for such day, the


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                  fair market value of the Common Stock shall be determined by
                  the Committee by any method consistent with applicable
                  regulations adopted by the Commissioner of Internal Revenue
                  relating to the stock options. The Purchase Price shall be
                  subject to adjustment as provided in paragraph 2(b) hereof.

         (2)      Payment of Purchase Price. The Purchase Price shall become due
                  immediately upon exercise of the option and shall be payable
                  in full in cash or cash equivalents; provided, however, that
                  the Committee shall have the authority, exercisable at its
                  discretion either at the time the option is granted or at the
                  time it is exercised, to make the option payable in one of the
                  alternative forms specified below:

                                    (i) full payment in shares of Company Common
                           Stock having a fair market value on the Exercise Date
                           (as such term is defined below) equal to the Purchase
                           Price; or

                                    (ii) a combination of shares of Company
                           Common Stock valued at fair market value on the
                           Exercise Date and cash or cash equivalents, equal in
                           the aggregate to the Purchase Price.

                           For purposes of this paragraph 6.6(a)(2), the
                           Exercise Date shall be the date on which the Company
                           receives written notice of the exercise of the
                           option, together with payment of the Purchase Price
                           in the form authorized by the Committee.

         (b)      Terms and Conditions of Options. Each option granted pursuant
                  to this Option Plan shall be evidenced by a written Stock
                  Option Agreement (the "Agreement") executed by the Company and
                  the person to whom such option is granted (the "Optionee").
                  The term of each option shall be for such a period of time,
                  not more than eleven years from the date it is granted, as the
                  Committee may determine. All options granted under this Option
                  Plan shall vest and expire at the times specified in the
                  Agreement. During the lifetime of the Optionee, the option
                  shall be exercisable only by the Optionee and shall not be
                  assignable or transferable other than by will or the laws of
                  descent and distribution. In general, options shall vest
                  ratably over a specified period of time. However, all unvested
                  options shall become immediately vested in full upon the death
                  or total and permanent disability of the Optionee. In
                  addition, the Agreement may contain such other terms,
                  provisions and conditions as may be determined by the
                  Committee (and not inconsistent with this Option Plan)
                  including, without limitation, the extension of credit to
                  optionees by the Company or the guarantee by the Company of
                  loans to optionees from third parties to finance the exercise
                  of options granted hereunder, and relating to the exercise of
                  stock appreciation rights with respect to options granted
                  hereunder. The terms of the Agreement with an Optionee may be
                  amended from time to time upon execution of a written
                  amendment, approved by the Committee, and signed by the
                  Company and the Optionee.

         (c)      Exercise of Option. The option shall be exercisable at any
                  time and from time to time pursuant to the exercise schedule
                  contained in the Agreement and in accordance with the
                  following:

                  (1)      Method of Exercise. The option shall be exercisable
                           by a written notice delivered by the Optionee (or
                           other person exercising the option) to the Committee.
                           The notice shall be addressed to the Committee c/o
                           Mr. Kirk


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                           Thompson, J.B. Hunt Transport, Inc., P.O. Box 130,
                           Lowell, Arkansas 72745. The notice shall:

                                    (i) state the election to exercise the
                           option, the number of shares in respect of which it
                           is being exercised, the person in whose name the
                           stock certificate or certificates for such shares of
                           Common Stock is to be registered, his address and
                           Social Security Number (or if more than one, the
                           names, addresses and Social Security Numbers of such
                           persons);

                                    (ii) contain such representations and
                           agreements as to the investment intent of the person
                           exercising the option with respect to such shares of
                           Common Stock as may be satisfactory to the Company's
                           counsel;

                                    (iii) be signed by the person or persons
                           entitled to exercise the option and, if the option is
                           being exercised by any person or persons other than
                           the Optionee, be accompanied by proof, satisfactory
                           to counsel for the Company, of the right of such
                           person or persons to exercise the Option; and

                                    (iv) be accompanied by payment to the
                           Company of the full Purchase Price of the shares with
                           respect to which the option is exercised. The
                           Purchase Price shall be paid in cash or cash
                           equivalents, unless the Committee notifies the person
                           of a different manner of payment pursuant to Section
                           6.6(a)(2) of this Option Plan.

                  (2)      Conditions to be Satisfied Prior to Issuance of
                           Common Stock. The Company shall not be required to
                           issue or deliver any certificates for shares of
                           Common Stock purchased upon the exercise of an option
                           (i) prior to the completion of any registration or
                           other qualification of such shares under any state or
                           federal laws or rulings or regulations of any
                           government regulatory body, which the Company shall
                           determine to be necessary or advisable or, (ii) prior
                           to receiving an opinion of counsel, satisfactory to
                           the Company, that the sale or issuance of such shares
                           is exempt from these registration or qualification
                           requirements.

                  (3)      Restrictions on Exercise. As a condition to his
                           exercise of this option, the Company may require the
                           person exercising the option to make any
                           representation and warranty to the Company as may be
                           required by any applicable law or regulation.

         6.7 STOCK APPRECIATION RIGHTS. The Committee may, under such terms and
conditions as it deems appropriate, authorize the surrender by an Optionee of
all or part of an unexercised option and authorize a payment in consideration
therefor of an amount equal to the difference obtained by subtracting the
Purchase Price of the sales when subject to exercise under such option from the
fair market value of the stock represented by such shares on the date of
surrender, provided that the Committee determines that such settlement is
consistent with the purpose of the Plan. Such payment may be made in shares or
Common Stock valued at their fair market value on the date of surrender of such
option or in cash or partly in shares and partly in cash. Acceptance of such a
surrender and the manner of payment to the Participant shall be in the
discretion of Committee.

         6.8 LOANS OR GUARANTEE OF LOANS. The Committee may authorize the
extension of a loan to an Optionee by the Company (or the guarantee by the
Company of a loan obtained by an Optionee from a third party) in order to assist
an Optionee to exercise an option granted under the Option Plan. The


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<PAGE>

terms of any loans or guarantees, including the interest rate and terms of
repayment, will be subject to the discretion of the Committee. Loans and
guarantees may be granted without security, the maximum credit available being
the exercise price of the option sought to be executed plus any federal and
state income tax liability incurred upon exercise of the option.

         6.9 TERMINATION AND NEW GRANT OF OPTIONS. The Board shall have the
authority to effect, at any time and from time to time, with the consent of the
affected Optionees, the termination of any or all outstanding options under the
Option Plan and to grant in substitution therefor new options under the Option
Plan covering the same or different numbers of shares of Common Stock but having
a Purchase Price per share not less than fair market value on the new grant
date.

         6.10 USE OF PROCEEDS. Proceeds realized from the sale of Common Stock
pursuant to options granted under the Option Plan shall constitute general funds
of the Company.

         6.11 AMENDMENT, SUSPENSION, OR TERMINATION OF THE OPTION PLAN.

         (a)      The Board may at any time suspend or terminate the Option
                  Plan, and may amend it from time to time in such respects as
                  the Board may deem advisable; provided, however, except as
                  provided in paragraph 6.3(b) hereof, the Board shall not amend
                  the Option Plan in the following respects without the consent
                  of stockholders then sufficient to approve the Plan in the
                  first instance:

                               (i) To increase the maximum number of shares
                               subject to the Option Plan; or

                               (ii) To change the designation or class of
                               persons eligible to receive options under the
                               Option Plan.

         (b)      Unless the Option Plan theretofore shall have been terminated,
                  the Option Plan shall terminate ten years after the effective
                  date as set forth in Section 2.7 of the Plan. No option may be
                  granted when the Option Plan has been suspended, or after the
                  termination of the Option Plan, and no amendment, suspension
                  or termination of the Option Plan shall, without the
                  Optionee's consent, alter or impair any rights or obligations
                  under any option theretofore granted to him under the Option
                  Plan. The Option Plan may be amended and readopted by the
                  Board and the stockholders from time to time and each such
                  readoption shall constitute a new Plan. Participants may hold
                  awards under more than one Plan.

                         VII. STOCK APPRECIATION RIGHTS

         7.1 GRANTS. Rights may be granted to selected Participants entitling
the grantee to receive cash or shares of Common Stock having a fair market value
equal to the appreciation in market value of a stated number of shares of Common
Stock from the date of grant, or in the case of rights granted in tandem with or
by reference to a stock option granted simultaneously with or prior to the grant
of such rights, from the date of grant of the related stock option to the date
of exercise.

                       VIII. INDEMNIFICATION OF COMMITTEE

         8.1 In addition to such other rights of indemnification as they may
have as directors or as members of the Committee, the members of the Committee
shall be indemnified by the Company against the reasonable expenses including
attorney's fees actually and necessarily incurred in connection with the


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defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any option
granted thereunder, and against all amounts paid by them in settlement thereof
provided such settlement is approved by independent legal counsel selected by
the Company or paid by them in satisfaction of a judgment in any such action,
suit or proceeding that such Committee member is liable for negligence or
misconduct in the performance of his duties.

                                 IX. AMENDMENTS

         9.1 AMENDMENTS. The Plan may be amended or terminated by the Board at
any time and in any respect, except that no amendment may be made without the
approval of the stockholders of the Company if such amendment would:

         (a)      increase the maximum number of shares of Common Stock
                  available for issuance under the Plan;

         (b)      modify the class of eligible employees who are Participants in
                  the Plan; or

         (c)      materially increase Plan Benefits accruing to Participants
                  under the Plan.

Similarly, subject to obtaining the consent of the Participant where required by
contract law, the Committee may alter, amend or modify any award or grant made
pursuant to this Plan in any respect not in conflict with the provisions of the
Plan, if the Committee deems such alteration, amendment or modification to be in
the best interests of the Participant or the Company by reason of changes or
interpretation in tax, securities or other applicable laws.

                      X. FORCE AND EFFECT; PREVAILING LAWS;
                              SUCCCESSORS; NOTICE;
                             RESOLUTION OF DISPUTES

         10.1 FORCE AND EFFECT. The various provisions of this Plan are
severable in their entirety. Any determination of invalidity or unenforceability
of any one provision shall have no effect on the continuing force and effect of
the remaining provisions.

         10.2 PREVAILING LAWS. This Plan shall be construed and enforced in
accordance with and governed by the laws of the State of Arkansas applicable to
corporations and the issuance of stock by Arkansas corporations.

         10.3 RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of or in any way relate to, the interpretation,
construction or application of this Plan will be determined by the Board of
Directors of the Company. Any determination made hereunder shall be final,
binding and conclusive for all purposes.


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