8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2006 (April 18, 2006)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation or
organization)

3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(479) 785-6000

(Address, including zip code, and telephone number, including area code, of
the registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 18, 2006, the Company amended and restated the below listed plans to make them compliant with the American Jobs Creation Act of 2004:

Arkansas Best Corporation Voluntary Savings Plan, Amended and Restated effective as of January 1, 2005

Arkansas Best Corporation Supplemental Benefit Plan, Amended and Restated effective as of
January 1, 2005

ABF Freight System, Inc. Supplemental Benefit Plan, Amended and Restated effective as of
January 1, 2005

Data-Tronics Supplemental Benefit Plan, Amended and Restated effective as of
January 1, 2005

Eligible participants in the Arkansas Best Corporation Voluntary Savings Plan include officers of Arkansas Best Corporation, officers in the position of Regional Vice President and above of ABF Freight System, Inc., and the President of Data-Tronics Corp.

Participants in the Supplemental Benefit Plans are officers of Arkansas Best Corporation, officers of ABF Freight System, Inc. holding the position of Vice President and above, and the President of Data-Tronics Corp., who were participants in the respective Plans on December 16, 2005.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

10.1	Arkansas Best Corporation Voluntary Savings Plan, Amended and Restated effective as of January 1, 2005
10.2	Arkansas Best Corporation Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005
10.3	ABF Freight System, Inc. Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005
10.4	Data-Tronics Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARKANSAS BEST CORPORATION

(Registrant)

Date: April 21, 2006	/s/ Richard F. Cooper
	Richard F. Cooper,
	Senior Vice President — General Counsel and Secretary

3

EX-10.1

                                                                    EXHIBIT 10.1








                            ARKANSAS BEST CORPORATION
                             VOLUNTARY SAVINGS PLAN

              Amended and Restated Effective as of January 1, 2005






                                TABLE OF CONTENTS
                                                                      
SECTION ONE - -DEFINITIONS..................................................1
         1.1    "Account(s)" ...............................................1
         1.2    "Act".......................................................1
         1.3    "Administrator".............................................1
         1.4    "Alternative Earnings Rate".................................1
         1.5    "Annual Installment Payment"................................1
         1.6    "Beneficiary"...............................................1
         1.7    "Benefit"...................................................2
         1.8    "Board".....................................................2
         1.9    "Bonus".....................................................2
         1.10   "Business Day"..............................................2
         1.11   "Change in Control".........................................2
         1.12   "Code"......................................................3
         1.13   "Company"...................................................3
         1.14   "Compensation"..............................................3
         1.15    "Compensation Deferral Contributions"......................3
         1.16   "Compensation Deferral Account".............................3
         1.17   "Contributions".............................................3
         1.18   "Deferred Payments".........................................3
         1.19   "Deferred Payment Date".....................................3
         1.20   "Designated Subsidiary".....................................4
         1.21   "Disability"................................................4
         1.22   "Earnings"..................................................4
         1.23   "Effective Date"............................................4
         1.24   "Election Date".............................................4
         1.25   "Election Form".............................................4
         1.26   "Eligible Individual".......................................5
         1.27   "Employee"..................................................5
         1.28   "Employer"..................................................5
         1.29   "Employer Contributions"....................................5
         1.30   "Enployer Account"..........................................5
         1.31   "Entry Date"................................................5
         1.32   "ERISA".....................................................5
         1.33   "Final Deferral Filing Date"................................5
         1.34   "Lump Sum"..................................................5
         1.35   "Matching Contributions"....................................5
         1.36   "Match Qualified Deferral"..................................5
         1.37   "Measurement Preferrences"..................................5
         1.38   "Money Market Fund" ........................................5
         1.39   "Non-Scheduled In-Service Withdrawal" ......................6
         1.40   "Participant"...............................................6
         1.41   "Plan"......................................................6




                                       i


                                                                      
         1.42   "Plan Year".................................................6
         1.43   "Post-2004 Deferrals".......................................6
         1.44   "Pre-2004 Deferrals"........................................6
         1.45   Rules of General Application"...............................6
         1.46   "Salary"....................................................6
         1.47   "Separates" or "Separation".................................6
         1.48   "Specified Employee"........................................6
         1.49   "Third Party Recordkeeper"..................................6
         1.50   "Trust".....................................................6
         1.51   "Vest" or "Vesting" ........................................7
         1.52   "Year of Vesting Service"...................................7

SECTION TWO -  ADMINISTRATION...............................................7
         2.1    Appointment of Administrator................................7
         2.2    Employer Duties.............................................7
         2.3    Authority of Administrator..................................7
         2.4    Powers of Administrator and Company.........................7
         2.5    Indemnification.............................................7
         2.6    Bond and Expenses...........................................7
         2.7    Reliance on Tables..........................................8

SECTION THREE - PARTICIPATION...............................................8

SECTION FOUR - CONTRIBUTIONS................................................8
         4.1    Compensation Deferral Contributions.........................8
         4.2    Crediting of Compensation Deferral Contributions............8
         4.3    Matching Contributions......................................9

SECTION FIVE - PARTICIPANT'S ACCOUNTS AND INVESTMENTS.......................9
         5.1    Establishment of Account....................................9
         5.2    Earnings Credited to Accounts...............................9
         5.3    Investment Direction........................................9
         5.4    Statements.................................................10

SECTION SIX - VESTING   10
         6.1    Compensation Deferral Account..............................10
         6.2    Employer Account...........................................10

SECTION SEVEN - DISTRIBUTION OF BENEFIT....................................11
         7.1    Election of Deferred Payments..............................11
         7.2    Types of Deferred Payments.................................11
         7.3    Change of Deferred Payment Date............................12
         7.4    Mandatory Lump Sum Distribution............................12
         7.5    Separation to Specified Employee...........................12




                                       ii



                                                                      
         7.6    Change in Control..........................................12
         7.7    Hardship Distribution......................................13
         7.8    Non-Scheduled In-Service Withdrawal........................13
         7.9    Source of Distribution.....................................14

SECTION EIGHT - DESIGNATION OF BENEFICIARIES...............................14
         8.1    Designation by Participant.................................14
         8.2    Lack of Designation........................................14

SECTION NINE - AMENDMENT AND TERMINATION...................................14

SECTION TEN - GENERAL PROVISIONS...........................................15
         10.1   No Assignment..............................................15
         10.2   Incapacity.................................................15
         10.3   Claims Procedure...........................................15
         10.4   No Guaranty of Deferral....................................17
         10.5   Communications by, and Information from, Participant.......17
         10.6   No Rights Implied..........................................17
         10.7   Communications by Administrator or Employer................17
         10.8   Interpretations and Adjustments............................18
         10.9   No Liability for Good Faith Determinations.................18
         10.10  No Employment Rights.......................................18
         10.11  Withholding of Taxes.......................................18
         10.12  Waivers....................................................18
         10.13  Records....................................................18
         10.14  Securities Laws............................................18
         10.15  Severability...............................................19
         10.16  Captions and Gender........................................19
         10.17  Choice of Law..............................................19
         10.18  Effective Date and Termination Date........................19




                                      iii





                            ARKANSAS BEST CORPORATION
                             VOLUNTARY SAVINGS PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

         Arkansas Best Corporation hereby amends and restates the Arkansas Best
Corporation Voluntary Savings Plan (the "Plan") effective as of January 1, 2005.
The purpose of the Plan is to give a select group of highly compensated
employees the opportunity to defer a portion of their compensation and possibly
receive deferred employer contributions. For purposes of the Code, the Employers
intend this Plan to be an unfunded, unsecured promise to pay on the part of the
each Employer. For purposes of ERISA, the Employers intend this Plan to be an
unfunded plan solely for the benefit of a select group of management or highly
compensated employees of the Employers for the purpose of qualifying the Plan
for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA.

         The purpose of this amendment and restatement of the Plan is to comply
with the provisions of the American Jobs Creation Act of 2004 (the "Act") in
order to avoid immediate taxation of amounts deferred hereunder, and the Plan
will be interpreted accordingly. With respect to Pre-2005 Deferrals, the Plan
shall be interpreted so as to avoid having such Pre-2005 Deferrals subject to
the Act.


SECTION ONE       DEFINITIONS

         1.1 "ACCOUNT(s)" shall mean, collectively, each Plan Year's
Compensation Deferral Account, and each Plan Year's Employer Account, maintained
for each Participant, except that when it shall be appropriate to refer either
to a particular Account, or a particular Plan Year, or both, reference shall be
to that Account.

         1.2 "ACT" shall mean the American Jobs Creation Act of 2004, as it may
be amended, and any guidance issued thereunder by the Internal Revenue Service
and the Department of the Treasury.

         1.3 "ADMINISTRATOR" shall mean the person designated to administer the
Plan pursuant to SECTION TWO.

         1.4 "ALTERNATIVE EARNINGS RATE" shall mean the Earnings of the Money
Market Fund for the period of reference.

         1.5 "ANNUAL INSTALLMENT PAYMENT" shall mean an annual distribution, in
cash, of the Participant's Benefit over a period of years as provided for in
Section 7.2(a) and (b).

         1.6 "BENEFICIARY" shall mean the person(s), entity or entities
designated by the Participant as the beneficiary of the balance of his Benefit.


                                       1



         1.7 "BENEFIT" shall mean, collectively, the Vested amount credited to
each of a Participant's Accounts at the time of reference, except that when it
shall be appropriate to refer to the Benefit for a particular Plan Year, or with
respect to separate Plan Years, an appropriate reference shall be made.

         1.8 "BOARD" shall mean the Board of Directors of the Company.

         1.9 "BONUS" shall mean amounts of compensation paid by an Employer
which is not regular salary, wages or commissions, and which the Administrator
(i) designates as a Bonus, and (ii) designates the date as of which the Bonus is
earned.

         1.10 "BUSINESS DAY" shall mean a day on which the New York Stock
Exchange is operating. 1.1

         1.11 "CHANGE IN CONTROL" shall mean the first to occur of the
following:

                  (a) there shall be consummated any consolidation or merger of
         the Company in which the Company is not the continuing or surviving
         corporation or pursuant to which the Company's common stock would be
         converted into cash, securities, or other property, or any lease,
         exchange or other transfer (excluding transfer by way of pledge or
         hypothecation), in one transaction or a series of related transactions,
         of all, or substantially all, of the assets of the Company, other than
         any such consolidation, merger, lease, exchange or transfer in which
         the Company, or any of its affiliates, or the holders of the Company's
         common stock immediately prior to any such actions have at least a
         fifty-one percent (51%) ownership of the surviving corporation after
         the consolidation or merger of the entity to which such assets are
         transferred, leased, exchanged or otherwise transferred;

                  (b) the shareholders of the Company approve any plan or
         proposal for the liquidation or dissolution of the Company;

                  (c) any 'person' (as such is defined in Section 3(a)(9) or
         Section 13(d)(3) under the Securities Exchange Act of 1934 [the '1934
         Act']) or any 'group' (as such term is used in Rule 13d-5 promulgated
         under the 1934 Act) other than the Company or any successor of the
         Company or any subsidiary of the Company or any employee benefit plan
         of the Company or any subsidiary (including such plan's trustee),
         becomes a beneficial owner for purposes of Rule 13d-3 promulgated under
         the 1934 Act, directly or indirectly, of securities of the Company
         represented thirty-five percent (35%) or more of the Company's then
         outstanding securities having the right to vote in the election of
         directors;

                  (d) if at any time the Continuing Directors then serving on
         the Board cease for any reason to constitute at least a majority
         thereof. 'Continuing Director' shall mean a Director of the Company who
         either (A) is a Director of the Company on January 1, 2005, or (B)
         whose initial appointment or initial nomination for election or
         election by


                                       2




         the Company's shareholders was approved by a majority of the Continuing
         Directors (including any successors elected pursuant to this Subsection
         (d)) then on the Board; or

                  (e) any person or group (as defined in Subsection (c) above)
         commences a tender offer or exchange offer for all or less than all of
         the share of the Company's issued and outstanding common stock that
         would result in, upon the consummation of such offer, the person or
         group, together with all of its or their affiliates, beneficially
         owning 25% or more of the Company's common stock, and which offer does
         not include a binding written commitment by the offeror to purchase any
         shares that are not tendered or exchanged for the same cash
         consideration (or in the event of any exchange offer, the cash
         equivalent of the fair market value of the securities or their property
         offered in the exchange, as determined by the Company's Board in its
         sole discretion) within 90 days following the consummation of the
         tender or exchange offer; provided, however, that if the tender offer
         or exchange offer that would have otherwise resulted in a Change in
         Control is canceled, terminated, withdrawn or otherwise not
         consummated, such offer shall be deemed never to have been made and no
         Change in Control shall be deemed to have occurred.

         1.12 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         1.13 "COMPANY" shall mean Arkansas Best Corporation, a Delaware
corporation, and its successors and assigns.

         1.14 "COMPENSATION" shall mean, collectively, Salary and Bonus, except
that where it shall be appropriate to refer to a particular kind of
compensation, referral shall be to whichever of Bonus or Salary is appropriate.

         1.15 "COMPENSATION DEFERRAL CONTRIBUTIONS" shall mean the amounts
described in SUBSECTION 4.1.

         1.16 "COMPENSATION DEFERRAL ACCOUNT" shall mean the amount credited
under the Plan as a result of the Participant's Compensation Deferral
Contributions, and appropriate adjustments as provided herein.

         1.17 "CONTRIBUTIONS" shall mean, collectively, the Compensation
Deferral Contributions, and the Employer Contributions, with respect to each
Participant, except that when it shall be appropriate to refer to a particular
Contribution, reference shall be to that Contribution.

         1.18 "DEFERRED PAYMENTS" shall mean the payment of a Participant's
Benefit as described in SECTION 7.2 and, unless otherwise expressly provided,
shall refer to Compensation Deferral Accounts for specific Plan Years.

         1.19 "DEFERRED PAYMENT DATE" shall mean the date as of which a
Participant's Deferred Payments are made or commenced.


                                       3



         1.20 "DESIGNATED SUBSIDIARY" shall mean any Subsidiary that has adopted
the Plan. "Subsidiary" shall mean a corporation, domestic or foreign, where
fifty percent (50%) or more of the total combined voting power of all classes of
stock are held by the Company or another Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or
another Subsidiary. Designated Subsidiary shall include, without limitation, ABF
Freight System, Inc. and Data-Tronics Corporation.

         1.21 "DISABILITY" shall be deemed to occur if (a) the Administrator
determines that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (b) the Participant is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering the
employees of the Employer.

         1.22 "EARNINGS" shall mean the amounts notationally credited or debited
to a Participant's Account (including, without limitation, unrealized
appreciation or depreciation) based on his Measurement Preferences as determined
by the Administrator under Rules of General Application.

         1.23 "EFFECTIVE DATE" of this amendment and restatement of the Plan
shall mean January 1, 2005. The original effective date of the Plan was December
30, 1998.

         1.24 "ELECTION DATE" shall mean (a) subject to the next-following
sentence, with respect to any Salary earned on or after January 1, 2005,
December 31 (or such earlier date as established by the Administrator) of the
Plan Year immediately preceding the Plan Year in which such Salary is paid; (b)
with respect to any Bonus that is "performance-based compensation" (as defined
under the Act) based on services performed over a period of at least twelve (12)
months, six (6) months before the end of such period (or such earlier date as
established by the Administrator); (c) with respect to any Bonus that is not
"performance-based compensation" (as defined under the Act) or is based on
services performed over a period of less than twelve (12) months, December 31
(or such earlier date as established by the Administrator) of the Plan Year
immediately preceding the Plan Year in which the performance period commences;
and (d) with respect to any Bonus with respect to 2004 that is paid in 2005,
December 31, 2004 (or such earlier date as established by the Administrator).
Notwithstanding subparagraph (a) of the preceding sentence, with respect to the
first year in which a Participant becomes eligible to participate in the Plan,
the Election Date with respect to Compensation earned for services to be
performed subsequent to the election shall be thirty (30) days after the date
the Participant becomes eligible to participate in the Plan (or such earlier
date as established by the Administrator).

         1.25 "ELECTION FORM" shall mean a written form on which the Participant
may specify his (i) Compensation Deferral Contribution for the Plan Year (which
may be specified either as a percentage or as a fixed dollar amount), (ii)
Measurement Preferences, (iii) form and timing of


                                       4



distribution of his Benefit, and (iv) such other matters as shall be determined
by the Administrator at the time of reference.

         1.26 "ELIGIBLE INDIVIDUAL" shall mean an Employee who is (i) a member
of a select group of management or highly compensated employees, and (ii)
designated by the Administrator as eligible to participate in the Plan.

         1.27 "EMPLOYEE" shall mean a common law employee of the Employer.

         1.28 "EMPLOYER" shall mean, collectively, the Company and each of its
Designated Subsidiaries.

         1.29 "EMPLOYER CONTRIBUTION" shall mean the amount of Matching
Contributions credited under the Plan by an Employer to a Participant, and such
other amount, if any, contributed by an Employer from its own funds and credited
under the Plan to a Participant at the time of reference.

         1.30 "EMPLOYER ACCOUNT" shall mean the account maintained for each
Participant who has received an Employer Contribution, and which will reflect
the amount of such Employer Contribution and appropriate adjustments as provided
herein.

         1.31 "ENTRY DATE" shall mean: (a) for any Eligible Individual who is a
Participant on January 1 of a Plan Year, such January 1; (b) with respect to
Bonuses described in Section 1.24(b), (c) and (d), the date described therein;
and (c) for any newly-eligible Participant, the first day of the month following
designation as an Eligible Individual.

         1.32 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         1.33 "FINAL DEFERRAL FILING DATE" shall mean, subject to Section 7.3,
the date that precedes a Participant's Deferred Payment Date of reference by 12
months.

         1.34 "LUMP SUM" shall mean a single distribution, in cash, of a
Participant's Benefit.

         1.35 "MATCHING CONTRIBUTIONS" shall mean the amounts described in
Section 4.3.

         1.36 "MATCH QUALIFIED DEFERRAL" shall mean each Compensation Deferral
Contribution and its related Company Match as described in Section 6.2(b).

         1.37 "MEASUREMENT PREFERENCES" shall mean the preferences described in
Section 5.3.

         1.38 "MONEY MARKET FUND" shall mean the fund, which is one of the
investment alternatives described in Section 5.3 at the time of reference,
invested primarily in debt instruments and which the Administrator determines to
have the least risk to principal.


                                       5



         1.39 "NON-SCHEDULED IN-SERVICE WITHDRAWAL" shall mean distributions
from the Compensation Deferral Account as described in SECTION 7.8.

         1.40 "PARTICIPANT" shall mean an Eligible Individual who participates
in the Plan pursuant to Section Three.

         1.41 "PLAN" shall mean the Arkansas Best Corporation Voluntary Savings
Plan, as set forth in this document and subsequent amendments.

         1.42 "PLAN YEAR" shall mean calendar year.

         1.43 "POST-2004 DEFERRALS" shall mean (a) any amounts deferred under
the Plan in any Plan Year that commences after December 31, 2004 and any
Earnings thereon (including without limitation any Bonus payable in 2005 with
respect to 2004), and (b) any amounts deferred under the Plan prior to January
1, 2005 (and any Earnings thereon) that are not Vested as of December 31, 2004.

         1.44 "PRE-2005 DEFERRALS" shall mean the portion of the Participant's
Account that is not Post-2004 Deferrals.

         1.45 "RULES OF GENERAL APPLICATION" shall mean those rules promulgated
by the Administrator, in its sole discretion, from time to time with respect to
the matter of reference, but which will be applied in a similar manner to
Participants similarly situated.

         1.46 "SALARY" shall mean Participant's regular salary, wages, and
commissions paid by an Employer, plus any amounts deferred under sections 125 or
401(k) of the Code, plus any amounts deferred by a Participant under this Plan,
but excludes Bonuses, expense reimbursements and fringe benefits.

         1.47 "SEPARATES" OR "SEPARATION" or similar words shall mean a
Participant's termination of employment with an Employer and the entities
aggregated with the Employer pursuant to sections 414(b) and (c) of the Code for
any reason (including death or disability); provided that, with respect to
Post-2004 Deferrals, such terms shall have such meaning as provided under the
Act.

         1.48 "SPECIFIED EMPLOYEE" shall mean a key employee of the Employer as
defined in the Act.

         1.49 "THIRD-PARTY RECORDKEEPER" shall mean the person or entity
selected by the Administrator to maintain the records necessary to the
administration of the Plan.

         1.50 "TRUST" shall mean a grantor trust established between the Company
and the trustee(s) named in the Trust.


                                       6



         1.51 "VEST" OR "VESTING" or similar, shall mean the portion of a
Participant's Employer Account which is nonforfeitable at the time of reference.

         1.52 "YEAR OF VESTING SERVICE" shall mean each 365 days of employment
with an Employer as determined under Rules of General Application.


SECTION TWO       ADMINISTRATION


         2.1 APPOINTMENT OF ADMINISTRATOR. The Board shall appoint the
Administrator.


         2.2 EMPLOYER DUTIES. An Employer shall, upon request or as may be
specifically required under the Plan, furnish or cause to be furnished all of
the information or documentation in its possession or control that is necessary
or required by the Administrator to perform its duties and functions under the
Plan.

         2.3 AUTHORITY OF ADMINISTRATOR. The Administrator shall have the
exclusive authority and responsibility for administering the Plan. The
Administrator shall have no power to add to, subtract from, or modify any of the
terms of this Plan, or to change or add to any benefits provided by this Plan,
or to waive or fail to apply any requirements of eligibility for a benefit under
this Plan. All exercises of authority by the Administrator under this Plan shall
be final, conclusive and binding, unless found by a court of competent
jurisdiction to be arbitrary and capricious.

         2.4 POWERS OF ADMINISTRATOR AND COMPANY. The Administrator shall have
all powers and discretion as may be necessary to discharge its duties and
responsibilities under this Plan. The Administrator has the exclusive authority
to interpret the Plan and decide all questions that arise under the Plan. The
day-to-day administration of the Plan is delegated by the Administrator to the
Benefits Department of the Company. The Administrator may engage agents to
assist it and may engage legal counsel, who may be counsel for the Company.
Neither the Administrator nor the Company will be responsible for any action
taken or not taken on the advice of such counsel. The Administrator shall not
act upon any matter involving his own rights, benefits or other participation
under this Plan.

         2.5 INDEMNIFICATION. The Administrator and the individual(s) who may
act to fulfill the responsibilities of the Administrator shall be indemnified by
the Company against any and all liabilities arising by reason of any act, or
failure to act, pursuant to the provisions of the Plan, including expenses
reasonably incurred in the defense of any claim relating to the Plan, even if
the same is judicially determined to be due to such person's negligence, but not
when the same is judicially determined to be due to the gross negligence or
willful misconduct of such person.

         2.6 BOND AND EXPENSES. The Administrator shall serve without bond
unless state or federal statutes require otherwise, in which event the Company
shall pay the premium. The expenses of the Administrator shall be paid by the
Company. Such expenses shall include all expenses


                                       7



incident to the functioning of the Administrator, including, litigation costs,
fees of accountants, counsel and other specialists and other costs of
administering the Plan.

         2.7 RELIANCE ON TABLES. In administering the Plan, the Administrator
shall be entitled to the extent permitted by law to rely conclusively on all
tables, valuations, certificates, opinions and reports which are furnished by
accountants, legal counsel or other experts employed or engaged by the
Administrator.

SECTION THREE     PARTICIPATION

         An Eligible Individual will become a Participant on his Entry Date by
filing an Election Form prior to his applicable Election Date, and will remain a
Participant until he receives the payment of his entire Benefit. Being
designated as an Eligible Individual for one Plan Year does not entitle such
Employee to continued status as an Eligible Individual for subsequent Plan
Years, but such person will remain an Eligible Individual until notified in
writing by the Administrator of his removal from that status and, following such
removal, such Employee shall not be able to elect Compensation Deferral
Contributions on any Entry Date on which he is not an Eligible Individual.


SECTION FOUR      CONTRIBUTIONS

         4.1 COMPENSATION DEFERRAL CONTRIBUTIONS. An Employee who is an Eligible
Individual on an Entry Date with respect to a Plan Year may elect to defer up to
seventy-five percent (75%) of his Salary for the portion of the Plan Year
following such Entry Date, and/or up to seventy-five percent (75%) of a Bonus
designated as earned after an Entry Date by the timely filing an Election Form
with the Administrator with respect to such Entry Date on or prior to the
applicable Election Date. Each Election Form shall only be effective for the
Plan Year with respect to which such election was timely filed with the
Administrator. If a new Election Form is not timely filed with the Administrator
for a specified Plan Year, no Compensation Deferral Contributions will be made
for such Employee until a new Election Form is timely filed with the
Administrator in accordance with this Section. A Participant may not change his
Compensation Deferral Contributions during a Plan Year.

         4.2 CREDITING OF COMPENSATION DEFERRAL CONTRIBUTIONS. The amount of a
Participant's Compensation Deferral Contributions will be deducted (i) from a
Participant's Salary on each payroll date during the Plan Year of reference in
an amount equal to the total Compensation Deferral Contribution attributable to
Salary divided by the number of payroll dates during the Plan Year of reference
following the Entry Date of reference, and (ii) from a Participant's Bonus on
the date of its payment in the full amount of Compensation Deferral Contribution
elected to be deducted from such Bonus payment. The portion of the Compensation
Deferral Contribution amount which is deducted from Salary shall be credited to
the Participant's Compensation Deferral Account as soon as reasonably possible
following the payroll date on which deducted; and, regardless of the date
designated by the Administrator as of which the Bonus is earned, the full amount
of the


                                       8



Compensation Deferral Contribution to be deducted from the Bonus shall be
credited to the Participant's Compensation Deferral Account as soon as
reasonably possible following the date the Bonus actually is (or would have
been) paid. If the amount of the Compensation Deferral Contributions elected to
be deducted from the Participant's Salary and/or Bonus exceeds such Salary
and/or Bonus, as applicable, then the Compensation Deferral Contribution shall
be reduced to equal the maximum amount of such Participant's Salary and/or
Bonus, as applicable, that is available for deferral.

         4.3 MATCHING CONTRIBUTIONS. An Employer shall credit to a Participant's
Account fifteen cents ($.15) for every dollar for Match Qualified Deferrals that
such Participant elects as his Compensation Deferral Contribution for the Plan
Year, up to a maximum Matching Contribution of $15,000 per Plan Year. Matching
Contributions are credited as of each payroll period.

SECTION FIVE      PARTICIPANT'S ACCOUNTS AND INVESTMENTS

         5.1 ESTABLISHMENT OF ACCOUNT. The Administrator shall establish
separate Accounts for each Participant, to which shall be credited or debited
the Participant's share of Contributions and Earnings, and to which shall be
debited the Account's distributions.

         5.2 EARNINGS CREDITED TO ACCOUNTS. Earnings shall be credited to
Accounts based on Measurement Preferences (or Alternative Earnings Rate) as
shall be determined by the Administrator in accordance with Rules of General
Application.

         5.3 INVESTMENT DIRECTION. Effective as of each Investment Date, in
accordance with Rules of General Application, each Participant may select
investments ("Measurement Preferences") from among the different investment
alternatives which are made available by the Administrator, and separately for
existing balances in his or her Account and for future Contributions. No actual
investments shall be made by Participants. The Measurement Preferences are only
for the purpose of determining the Employer's payment obligation under the Plan
and such Measurement Preferences do not control any actual investments made by
the Employer or the Trustee. The Administrator shall have the right to eliminate
or add Measurement Preferences from time to time at his sole discretion.

         A Participant may change his Measurement Preferences as of each
Business Day by filing a written Election Form with the Administrator who will
review and determine whether such direction shall be forwarded, and if the
Administrator elects to follow such direction, he shall notify the Third Party
Recordkeeper. If a Participant has not filed an Election Form with respect to
his Account, he will be deemed to have elected to be invested in the Money
Market Fund until the first Business Day with respect to which he has designated
an investment or an Election Form.

         Notwithstanding the forgoing, the Administrator shall have the power to
reject some or all of the selections of Measurement Preferences selected by any
one or more Participants by advising the affected Participant(s) in writing of
such rejection within five (5) days of receiving an Election Form selecting or
changing a Participant's Measurement Preferences. If the Administrator rejects a


                                       9



selection, notwithstanding any provision hereof to the contrary, the portion of
such Account(s) subject to such rejection shall be deemed invested in the Money
Market Fund until a Measurement Preference is approved.

         5.4 STATEMENTS. As soon as reasonably possible following each Plan
Year, and at such other times as determined by the Administrator under Rules of
General Application, the Administrator shall furnish each Participant with a
statement setting forth (i) the amount in his Account, (ii) the amount of
Contributions, separately showing the Compensation Deferral Contributions and
Employer Contributions, credited to his Account during such period, (iii) the
Earnings credited or debited to his Account for such period, and (iv) any
debited charges to, or distributions from, his Account during such period.


SECTION SIX       VESTING

         6.1 COMPENSATION DEFERRAL ACCOUNT. Participant shall always be one
hundred percent (100%) Vested in the amounts credited to his Compensation
Deferral Account.

         6.2 EMPLOYER ACCOUNT. A Participant shall Vest in the amount credited
to his Employer Account upon meeting the requirements of each of the below
subsections (a) and (b):

                  (a) YEARS OF SERVICE WITH THE COMPANY. A Participant must have
                  completed his fifth Year of Service with the Company.
                  Notwithstanding any other provision in this Plan, a
                  Participant will meet the requirements of this Section 6.2(a)
                  upon the date of the earliest of the Participant's Separation
                  due to death, Disability, retirement at or after age 65, or a
                  Change in Control.

                  (b) MATCH QUALIFIED DEFERRALS.

                  Prior to January 1, 2002 - each Compensation Deferral
                  Contribution is automatically a Match Qualified Deferral and
                  its Company Match is 100% Vested, subject to Section 6.2(a).

                  January 1, 2002 and thereafter - each Compensation Deferral
                  Contribution is Match Qualified Deferral and is 100% Vested,
                  subject to Section 6.2(a), if its Deferred Payment Date begins
                  after the earliest of:

                  (i) Participant's 60th birthday or later,

                  (ii) Five years from (and including) the year in which the
                  Participant's Compensation Deferral Contributions pursuant to
                  Section 4.1 are made, and

                  (iii) Separation due to death, Disability, termination of
                  employment, or Change in Control.


                                       10


                  A Compensation Deferral Contribution that is not initially a
                  Match Qualified Deferral pursuant to this Section 6.2 (b) may
                  become so at a later date once the above criteria is met.
                  Conversely, if the Deferred Payment Date for a Compensation
                  Deferral Contribution that is initially a Match Qualified
                  Deferral subsequently fails to meet the above criteria, the
                  Company Match and associated investment earnings previously
                  credited to a Participant's Employer Account will be
                  forfeited.

SECTION SEVEN     DISTRIBUTION OF BENEFIT

         7.1 ELECTION OF DEFERRED PAYMENTS. A Participant shall be entitled to a
Deferred Payment if he has filed an Election Form on which he has (i) selected a
Deferred Payment Date, and (ii) selected a form of payment. A Participant's
Deferred Payments may be made or commenced at any time, and may be paid in a
Lump Sum or in one (1) to fifteen (15) Annual Installment Payments, as the
Participant shall select on the Election Form in effect on his Final Deferral
Filing Date, and only the last Election Form filed on or before such Final
Deferral Filing Date shall be effective. For the avoidance of doubt, a Deferred
Payment Date may be elected (A) by reference to a specified date that is at
least one year after the Election Date for Compensation Deferrals for the Plan
Year with respect to which the Deferred Payment Date relates, (B) the date of
the Participant's Separation, (C) by reference to a specified anniversary of the
date of Participant's Separation or (D) by reference to the earlier or later to
occur of any combination of the events described in clauses (A), (B) or (C) of
this Section 7.1.

         7.2 TYPES OF DEFERRED PAYMENTS.

                  (a) ANNUAL PERCENTAGE INSTALLMENT PAYMENTS. If Participant
                  elects a Deferred Payment in the form of an Annual Installment
                  Percentage Payment, each installment shall be equal to the
                  product of (i) his Benefit attributable to the Accounts for
                  the particular Plan Year of reference as of the Deferred
                  Payment Date, multiplied by (ii) a fraction, the numerator of
                  which is one (1), and the denominator of which is the total
                  number of installments originally elected less the number of
                  installments previously paid. Without limitation, a
                  Participant may receive multiple Annual Percentage Installment
                  Payments, each attributable to Deferred Payments from Accounts
                  with respect to different Plan Years.

                  (b) ANNUAL FIXED DOLLAR INSTALLMENT PAYMENTS. If Participant
                  elects a Deferred Payment in the form of a Fixed Dollar Annual
                  Installment Payment, each installment shall be equal to the
                  Participant's specified Fixed Dollar amount with a final
                  installment equal to the remaining balance of the deferral
                  until the entire deferral is paid. Without limitation, a
                  Participant may receive multiple Annual Fixed Dollar
                  Installment Payments, each attributable to Deferred Payments
                  from Accounts with respect to different Plan Years.

                  (c) LUMP SUM PAYMENT. If a Participant elects a Lump Sum
                  distribution of his Benefit, the Lump Sum shall be paid on its
                  Deferred Payment Date as soon as reasonably possible (not to
                  exceed sixty (60) days) following the Business Day on


                                       11



                  which his distributable Benefit is determined in accordance
                  with Rules of General Application. See Separation by Specified
                  Employee below.

         7.3 CHANGE OF DEFERRED PAYMENT DATE. A Participant may change his
election as to the timing and/or form of Deferred Payment by filing a specified
form with the Administrator designating a new date or form of payment, but the
election must be filed at least twelve (12) months prior to the date on which
the first payment would have begun, the election may not take effect until at
least twelve (12) months after the date of such election, and the new payout
date must be no earlier than five (5) years from the date payments otherwise
would have commenced. Notwithstanding the foregoing, with respect to Pre-2005
Deferrals, the five (5) year requirement shall not apply. In addition, with
respect to Post-2004 Deferrals no election change pursuant to this Section 7.3
may have the effect of accelerating the time of payment of any distributions,
except to the extent permitted under the Act without the imposition of any
penalties or additional taxes under the Act.

         7.4 MANDATORY LUMP SUM DISTRIBUTION. Subject to Section 7.5, in the
event of a Separation by a Participant:

                  (i)      who has not attained the age of 55 and completed at
                           least 10 Years of Vesting Service with the Company,
                           or

                  (ii)     whose aggregate Benefit is less than $5,000,

he shall receive a Lump Sum distribution of his Benefit, as soon as reasonably
possible (not to exceed sixty (60) days) following the Business Day on which his
distributable Benefit is determined in accordance with Rules of General
Application.

         7.5 SEPARATION BY SPECIFIED EMPLOYEE. Notwithstanding any other
provision of the Plan to the contrary, with respect to Post-2004 Deferrals only,
a Specified Employee may not receive a distribution of his Benefit on account of
his Separation until the earlier of (i) six months after the date of such
Separation or (ii) the Participant's death.

         7.6 CHANGE IN CONTROL. Notwithstanding any other provision to the
contrary, upon a Change in Control, all Benefits hereunder (including, without
limitation, Benefits otherwise payable on a later Deferred Payment Date, or
which are being paid in Installment Payments), shall be distributed to
Participants in a Lump Sum as soon as reasonably possible, but not more than
thirty (30) days, after such Change in Control. Notwithstanding the foregoing,
at any time prior to the date of a Change in Control, with respect to Pre-2005
Deferrals, but not Post-2004 Deferrals, a Participant may elect to waive the
provisions of this Section 7.6 with respect to a designated Change in Control
and continue to retain his Benefits under the Plan as if such Change in Control
had not occurred. Notwithstanding any other provision of the Plan to the
contrary, with respect to Post-2004 Deferrals, distributions under this Section
7.6 shall only be made upon the occurrence of Change in Control that qualifies
as either a "change in the ownership" of the Company, a "change in effective
control" of the Company or a "change in the


                                       12




ownership of a substantial portion of the assets" of the Company, in each case,
as defined under the Act or Internal Revenue Service guidance issued thereunder.

         7.7 HARDSHIP DISTRIBUTION. Upon the Administrator's determination
(following petition by the Participant) that the Participant has suffered a
"severe financial hardship", the Administrator shall distribute to Participant
that portion of such Participant's Benefit as requested by the Participant and
approved by the Administrator, but in no event shall the Administrator approve a
distribution which is greater than is necessary to relieve the financial
hardship. A "severe financial hardship" means an unforeseeable event resulting
from a sudden and unexplained illness or accident experienced by either the
Participant or his spouse or dependents, the loss of property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the Participant's control, which the Participant cannot
satisfy through available or attainable assets. Without limitation, the
definition of severe financial hardship does not include the need to send a
child to college or the desire to purchase a home. The amount of the
distribution will be limited to an amount necessary to satisfy the severe
financial hardship plus amounts necessary to pay taxes reasonably anticipated as
a result of the distribution, after taking into account the extent to which the
hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant's assets (to the
extent the liquidation would not itself cause severe financial hardship).

         The Administrator shall evaluate the facts and circumstances of each
hardship request. The Participant shall receive a single lump-sum cash payment
of the amount approved by the Administrator as soon as possible following the
Administrator's approval. If a Participant receives a hardship distribution he
shall be ineligible to elect Compensation Deferral Contributions until the first
enrollment period occurring after the first anniversary of the date of such
withdrawal.


         7.8 NON-SCHEDULED IN-SERVICE WITHDRAWAL. Non-Scheduled In-Service
Withdrawals are not permitted with respect to Post 2004 Deferrals. With respect
to Pre-2005 Deferrals, prior to a Participant's Separation, a Participant may
elect to receive a distribution of a portion (not less than $1,000) of his
Benefit without regard to the Deferred Payment Date elected by the Participant.
If a Participant elects to receive such a distribution, an amount equal to ten
percent (10%) of the amount withdrawn shall be deducted from his Benefit (and
irrevocably forfeited), such Participant's current Compensation Deferral
Contribution shall immediately cease, and such Participant shall be ineligible
to elect to recommence Compensation Deferral Contributions until an Entry Date
occurring after the first enrollment period occurring after the first
anniversary of the date of such withdrawal. The amount forfeited shall inure to
the benefit of the Employer in the manner determined by the Administrator.
Non-Scheduled In-Service Withdrawals shall cause a Match Qualified Deferral to
become unqualified if the Non-Scheduled In-Service Withdrawal distribution is
made from Compensation Deferral Contributions with Company Match that has not
yet Vested or not yet Qualified under Section 6.2. If this occurs, the Company
Match and associated investment earnings previously credited to the Compensation
Deferral Account will be forfeited before the Non-Scheduled In-Service
Withdrawal is paid.


                                       13


         7.9 SOURCE OF DISTRIBUTION. All payments of Benefits shall be in cash
from the funds in the Trust or, in the discretion or the Employer, from the
Employer's funds held outside of the Trust. Nothing contained in the Plan, nor
any action taken pursuant to the provisions of the Plan, shall create or be
construed to create a fiduciary relationship between the Company, an Employer,
Participant, Beneficiary, or Employee or other person. To the extent that any
person acquires a right to be paid Benefits, such right shall be no greater than
the right of an unsecured general creditor of his Employer.


SECTION EIGHT     DESIGNATION OF BENEFICIARIES

         8.1 DESIGNATION BY PARTICIPANT. Participant's written designation of
one or more persons or entities as his Beneficiary shall operate to designate
the Participant's Beneficiary under this Plan. The Participant shall file with
the Administrator a copy of his Beneficiary designation under the Plan. The last
such designation received by the Administrator shall be controlling, and no
designation, or change or revocation of a designation shall be effective unless
received by the Administrator prior to the Participant's death, and in no event
shall it be effective as of a date prior to such receipt.

         8.2 LACK OF DESIGNATION. If no Beneficiary designation is in effect at
the time of Participant's death, if no designated Beneficiary survives the
Participant or if the otherwise applicable Beneficiary designation conflicts
with applicable law, the Participant's estate shall be the Beneficiary. The
Administrator may direct the Employer or Trustee to retain any unpaid Benefits,
without crediting for either Measurement Preferences or Alternative Earnings
Rate, until all rights to the unpaid Benefits are determined. Alternatively, the
Administrator may direct the Employer or Trustee to pay the Benefits into any
court of appropriate jurisdiction. Any such payment shall completely discharge
each Employer, the Trustee, and the Administrator from any liability under the
Plan.

SECTION NINE      AMENDMENT AND TERMINATION

         The Company, through its Board of Directors, may in its discretion
amend the Plan from time-to-time, provided that no Amendment may reduce a
Participant's Benefit. Specifically, termination of the Plan shall require the
approval of the Board of Directors of the Company. Notwithstanding anything
herein to the contrary, the Company hereby delegates to its executive officers
the authority to make any amendment (i) that does not increase the benefit costs
of the Plan to the Company by more than 1% of the Plan's prior calendar year
financial statement expense or (ii) that is necessary or desirable in order to
have it conform to the provisions and requirements of the Code, AJCA or any
other applicable law.

         In the event of a termination of the Plan, all Participants shall
become 100% Vested on such date of termination and, notwithstanding any
provisions of the Plan to the contrary, the


                                       14



Benefits of such affected Participant may, in the Company's sole discretion, be
distributed in a Lump Sum as soon as administratively possible (not to exceed 60
days) following such termination with respect to Pre-2005 Deferrals (but with
respect to Post-2004 Deferrals only to the extent permitted by the Act without
the imposition of any additional taxes or penalties under the Act).

SECTION TEN       GENERAL PROVISIONS

         10.1 NO ASSIGNMENT. The right of any Participant to Benefits shall not
be assigned, transferred, pledged or encumbered, either voluntarily or by
operation of law, except as provided in SECTION EIGHT with respect to
designations of Beneficiaries or between spouses incident to divorce within the
meaning of Code Section 1041 or of any successor provision, pursuant to a
transfer permitted by the Act and other applicable law.

         10.2 INCAPACITY. If the Administrator shall find that any person to
whom any Benefit is payable under the Plan is unable to care for his affairs
because of illness or accident or is a minor, any payment due shall be paid to
the duly appointed guardian, Administrator or other legal representative for
such person. Any such payment shall be a complete discharge of the liabilities
of each Employer, the Trustee and the Administrator as to the amount paid.

         10.3 CLAIMS PROCEDURE. The Administrator will make all determinations
as to the rights of any Employee, Participant, Beneficiary or other person under
the terms of this Plan. Any Employee, Participant, Beneficiary, or person
claiming under them, may make a claim for benefits under this Plan by filing
written notice with the Administrator setting forth the substance of the claim.
If a claim is wholly or partially denied, the claimant will have the opportunity
to appeal the denial upon filing with the Administrator a written request for
review within 90 days after receipt of notice of denial. In making an appeal the
claimant may examine pertinent Plan documents and may submit issues and comments
in writing. Denial of a claim or a decision on review will be made in writing by
the Administrator delivered to the claimant within 90 days after receipt of the
claim or request for review, unless special circumstances require an extension
of time for processing the claim or review, in which event the Administrator's
decision must be made as soon as possible thereafter but not beyond an
additional 90 days. If no action on an initial claim is taken within 180 days,
the claims will be deemed denied for purposes of permitting the claimant to
proceed to the review stage. If the claim involves a determination of whether or
not the Participant has experienced a Disability (a "Disability Claim"), such
claim will generally be decided and the claimant notified of the decision within
45 days after receipt of the claim; provided that the Administrator may obtain
two 45-day extensions if the proper written notice, which contains the
information described above, is given to the Participant before the end of each
applicable 45-day period. The denial of a claim or the decision on review will
specify the reasons for the denial or decision , the pertinent Plan provisions
upon which the denial or decision is based, a description of any additional
material or information necessary to perfect the claim and an explanation of,
why such information is necessary, if applicable, and a description of the
Plan's review procedures and the time limits applicable thereto, including a
statement of the claimant's rights under Section 502(a) of ERISA following an
adverse benefits


                                       15



determination on review. If the denied claim is a Disability Claim, the
following additional information will be provided with the denial notice: (a) if
an internal rule, guideline, protocol, or other similar criterion was relied
upon in making the adverse determination, either the specific rule, guideline,
protocol, or other similar criterion, or a statement that such a rule,
guideline, protocol, or other similar criterion was relied upon in making the
adverse determination and that a copy of such rule, guideline, protocol, or
other criterion will be provided free of charge to the claimant upon written
request; and (b) if the adverse benefit determination is based on a medical
necessity or experimental treatment or similar exclusion or limit, either an
explanation of the scientific or clinical judgment for the determination,
applying the terms of the Plan to the claimant's medical circumstances, or a
statement that such explanation will be provided free of charge upon written
request.

         Within 60 days after receiving a denial (180 days in the case of a
Disability Claim), the claimant or his authorized representative may appeal the
decision by requesting a review by writing the Administrator. On appeal, the
claimant may submit in writing any comments or issues with respect to the claim
and/or any additional documents or information not considered during the initial
review and, upon request and free of charge, the claimant will be provided
access to and copies of all documents, records and other information relevant to
the claim. On appeal, the Administrator will not give deference to the initial
adverse benefit determination.

         If the appeal involves a Disability Claim, the following additional
procedures shall apply to the review on appeal: (i) it will be conducted by a
Plan fiduciary that is neither the individual who made the initial adverse
benefit determination, nor the subordinate of such individual; (ii) if the
initial adverse decision was based in whole or in part on a medical judgment,
the reviewer will consult with a health care professional who has appropriate
training and experience in the field of medicine involved in the medical
judgment and who is not the same person (or his or her subordinate) that was
consulted in connection with the initial benefits decision; and (iii) upon
request, the claimant will be provided the identification of the expert whose
advise was obtained in connection with the initial benefit decision, if any,
regardless of whether or not the advice was relied upon.

         A decision on appeal will normally be given within 60 days (45 days in
the case of a Disability Claim) after the receipt of the appeal. If special
circumstances warrant an extension as determined by the Administrator in its
sole discretion, then the decision will be made no later than 120 days after
receipt of the appeal (90 days in the case of a Disability Claim). If an
extension is required, the claimant will be provided a written notice of the
extension that shall indicate the special circumstances requiring the extension
and the date by which the Administrator expects to render its final decision.
Subject to Section 2.3, the Administrator's decision on appeal shall be final
and binding on all parties.

         If a claimant's appeal is denied in whole or in part, the notice of the
decision on appeal shall include the specific reasons for the denial and
reference to the relevant Plan provisions on which the denial was based, a
statement that, upon request and free of charge, the claimant may review and
copy all documents, records and other information relevant to the claim for
benefits and the claimant's rights under Section 502(a) of ERISA. In addition,
if the appeal involved a


                                       16



Disability Claim, the denial notice will include the additional information for
Disability Claims described above, as applicable.

         The Administrator will serve as an agent for service of legal process
with respect to the Plan unless the Employer, through written resolution,
appoints another agent.

         10.4 NO GUARANTY OF DEFERRAL. While the Company intends that this Plan
will result in the deferral of the imposition of a federal income tax on the
funds credited hereunder until such time as they actually shall be paid to a
Participant, nothing herein shall be construed as a promise, guarantee or other
representation by the Company of such tax effect nor, without limitation, shall
the Company be liable for any taxes, penalties or other amounts incurred by
Participants in the event it is determined by applicable authorities that such
deferral was not accomplished, and each Eligible Individual electing to become a
Participant should consult his or her own tax advisor(s) to determine the tax
consequences in his or her specific case, and their suitability for
participation in this Plan.

         10.5 COMMUNICATIONS BY, AND INFORMATION FROM, PARTICIPANT. Each
Participant shall file with the Administrator such pertinent information
concerning him and his Beneficiary as the Administrator may specify, and no
Participant or Beneficiary or other person shall have any rights or be entitled
to any benefits under the Plan, unless such information is properly filed. All
elections, selections, designations, requests, notices, instructions and other
communications to the Administrator, Third-Party Recordkeeper, Company, or
Employer required or permitted under the Plan shall be (i) in such form as is
prescribed from time to time by the Administrator, (ii) shall be (x) mailed by
first-class mail, or (y) delivered, to such location as shall be specified by
the Administrator and shall be deemed to have been given and delivered only on
actual receipt by the person to be charged at such location. If the
Administrator notifies the Participant or Beneficiary by registered mail (return
receipt requested) at his last known address that he is entitled to a
distribution and also notifies him of the provisions of this paragraph, and the
Participant or Beneficiary fails to claim his benefits under the Plan or provide
his current address to the Administrator within one year after such
notification, his Benefit will be forfeited and inure to the benefit of the
Employer in the manner determined by the Administrator. If the Participant or
Beneficiary is subsequently located, such Benefit will be restored, but without
Earnings being credited subsequent to the date of the forfeiture.

         10.6 NO RIGHTS IMPLIED. Without limitation, nothing contained in this
Plan, nor any modification or amendment to the Plan, nor the creation of any
Account on the books of the Company, shall give any Employee or Participant any
legal or equitable right against the Company or any officer, director, or
Employee of the Company, except as expressly provided by the Plan.

         10.7 COMMUNICATIONS BY ADMINISTRATOR OR EMPLOYER. All notices,
statements, reports and other communications from the Administrator or any
Employer to any person required or permitted under the Plan shall be deemed to
have been duly given when delivered to, or when mailed first-class mail, postage
prepaid and addressed to, such person at his address last


                                       17



appearing on the records of the most recent Employer or provided to the last
known electronic address on record.

         10.8 INTERPRETATIONS AND ADJUSTMENTS. To the extent permitted by law,
each interpretation of the Plan and each decision on any matter relating to the
Plan made by the Board, the Company, or the Administrator, within their scope of
their authority hereunder, shall be made in their sole discretion and shall be
binding on all persons. A misstatement or other mistake of fact shall be
corrected when it becomes known and the person responsible shall make such
adjustment on account thereof as he considers equitable and practicable.

         10.9 NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the Company,
the Board, nor the Administrator shall be liable for any act, omission, or
determination taken or made with respect to the Plan which is not judicially
determined to be due to willful misconduct, and members of the Board, and the
Administrator, shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage, or expense (including attorneys'
fees, the costs of settling any suit, provided such settlement is approved by
independent legal counsel selected by the Company, and amounts paid in
satisfaction of a judgment, except a judgment based on a finding of willful
misconduct) arising therefrom to the full extent permitted by law and under any
directors' and officers' liability or similar insurance coverage that may from
time to time be in effect.

         10.10 NO EMPLOYMENT RIGHTS. Neither the Plan nor any action taken under
the Plan shall be construed as giving to any Employee the right to be retained
in the employ of an Employer or as affecting the right of an Employer to dismiss
any Employee at any time, with or without cause.

         10.11 WITHHOLDING OF TAXES. An Employer shall deduct from Participant's
Salary, Bonus or the amount of any payment made pursuant to this Plan any
amounts required to be paid or withheld by the federal government or any state
or local government. By his participation in the Plan, the Participant agrees to
all such deductions.

         10.12 WAIVERS. Any waiver of any right granted pursuant to this Plan
shall not be valid unless the same is in writing and signed by the party waiving
such right. Any such waiver shall not be deemed to be a waiver of any other
rights.

         10.13 RECORDS. Records of the Company, and of the Administrator, as to
any matters relating to this Plan will be conclusive on all persons.

         10.14 SECURITIES LAWS. The Plan intends to comply with and be exempt
under The Securities Act of 1933, as amended. The Participants under the Plan
are final purchasers and not underwriters or conduits to other beneficial owners
or subsequent purchasers.


                                       18



         10.15 SEVERABILITY. In case any one or more of the provisions contained
in this Plan shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions in this Plan
shall not in any way be affected or impaired.

         10.16 CAPTIONS AND GENDER. The captions preceding the Sections and
Subsections of this Plan have been inserted solely as a matter of convenience
and in no way define or limit the scope or intent of any provisions of this
Plan. Where the context admits or requires, words used in the masculine gender
shall be construed to include the feminine and the neuter also, the plural shall
include the singular, and the singular shall include the plural.

         10.17 CHOICE OF LAW. The Plan and all rights under this Plan shall be
governed by and construed in accordance with the laws of the State of ARKANSAS,
except to the extent preempted by ERISA.

         10.18 EFFECTIVE DATE AND TERMINATION DATE. This amendment and
restatement of the Plan is effective on the Effective Date and shall terminate
on the date no further Benefits are credited hereunder, or on such earlier date
as the Plan is terminated pursuant to Section Nine.

         IN WITNESS WHEREOF, the Company has executed this Plan on this the
_____ day of _______________, 2006.

                                      ARKANSAS BEST CORPORATION



                                      By:
                                          --------------------------------------

                                      Its:
                                          --------------------------------------


                                       19

EX-10.2

EXHIBIT 10.2

                            ARKANSAS BEST CORPORATION

                            SUPPLEMENTAL BENEFIT PLAN

              AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005


                                                                               .
                                                                               .
                                                                               .

                            ARKANSAS BEST CORPORATION
                            SUPPLEMENTAL BENEFIT PLAN
                                TABLE OF CONTENTS



                                                                                                                    Page
                                                                                                                    ----
                                                                                                                 
Article I. Establishment and Purpose............................................................................      1
       1.1    Establishment.....................................................................................      1
       1.2    Purpose...........................................................................................      1
Article II. Definitions and Construction........................................................................      1
       2.1    Definitions.......................................................................................      1
              (a)   "Act".......................................................................................      1
              (b)   "Administrator".............................................................................      1
              (c)   "Alternative Earnings Rate".................................................................      1
              (d)   "Basic Benefit".............................................................................      2
              (e)   "Benefit"...................................................................................      2
              (f)   "Beneficiary"...............................................................................      2
              (g)   "Board of Directors"........................................................................      2
              (h)   "Business Day"..............................................................................      2
              (i)   "Category I Participant"....................................................................      2
              (j)   "Category II Participant"...................................................................      2
              (k)   "Change in Control".........................................................................      2
              (l)   "Code"......................................................................................      3
              (m)   "Company"...................................................................................      4
              (n)   "Current Qualified Plan"....................................................................      4
              (o)   "Deferral Account"..........................................................................      4
              (p)   "Deferral Election".........................................................................      4
              (q)   "Deferred Benefit"..........................................................................      4
              (r)   "Deferred Participant"......................................................................      4
              (s)   "Deferred Payment(s)".......................................................................      4
              (t)   "Deferred Payment Date".....................................................................      4
              (u)   "Disability"................................................................................      4
              (v)   "Earnings"..................................................................................      4
              (w)   "Election Form".............................................................................      4
              (x)   "Eligible Deferral Participant".............................................................      5
              (y)   "Final Election Date".......................................................................      5
              (z)   "Installment Payment".......................................................................      5
              (aa)  "Investment Election".......................................................................      5
              (bb)  "Lump Sum"..................................................................................      5
              (cc)  "Money Market Fund".........................................................................      5
              (dd)  "Participant"...............................................................................      5
              (ee)  "Plan"......................................................................................      5
              (ff)  "Plan Year".................................................................................      5
              (gg)  "Post-2004 Deferrals".......................................................................      5
              (hh)  "Pre-2005 Deferrals"........................................................................      6
              (ii)  "Qualified Plan"............................................................................      6


                                       i


                                                                                                                  
              (jj)  "Rules of General Application"..............................................................      6
              (kk)  "Separates" or "Separation".................................................................      6
              (ll)  "Special Restored Compensation".............................................................      6
              (mm)  "Specified Employee"........................................................................      6
              (nn)  "Statutory Limitations".....................................................................      6
              (oo)  "Third-Party Recordkeeper"..................................................................      6
              (pp)  "VSP".......................................................................................      6
       2.2    Gender and Number.................................................................................      6
       2.3    Severability......................................................................................      7
       2.4    Applicable Law....................................................................................      7
       2.5    Plan Not an Employment Contract...................................................................      7
Article III. Participation......................................................................................      7
       3.1    Participation.....................................................................................      7
Article IV. Benefit and Payment.................................................................................      7
       4.1    Benefit...........................................................................................      7
       4.2    Payment...........................................................................................      9
       4.3    Funding...........................................................................................      9
       4.4    Tax Withholding...................................................................................      9
       4.5    Benefits are Not Compensation.....................................................................      9
       4.6    Nontransferability................................................................................     10
Article V. Deferrals And Investments............................................................................     10
       5.1    Elections.........................................................................................     10
       5.2    Establishment of Deferral Account.................................................................     10
       5.3    Earnings Added to Deferral Accounts...............................................................     10
       5.4    Investment Direction..............................................................................     10
       5.5    No Guaranty of Deferral...........................................................................     11
       5.6    Statements........................................................................................     11
Article VI. Distributions to Deferred Participants..............................................................     11
       6.1    Form of Deferred Payments.........................................................................     11
       6.2    Installment Payments..............................................................................     12
       6.3    Change in Control.................................................................................     12
       6.4    Hardship Distribution.............................................................................     12
       6.5    Accelerated Withdrawal............................................................................     13
Article VII. Administration.....................................................................................     13
       7.1    Administration....................................................................................     13
       7.2    Finality of Determination.........................................................................     13
       7.3    Expenses..........................................................................................     13
       7.4    Indemnification and Exculpation...................................................................     13
Article VIII. Merger, Amendment, and Termination................................................................     14
       8.1    Merger, Consolidation.............................................................................     14
       8.2    Claims Procedure..................................................................................     14
       8.3    Securities Laws...................................................................................     15
       8.4    Amendment and Termination.........................................................................     15



                                       ii


                            ARKANSAS BEST CORPORATION
                            SUPPLEMENTAL BENEFIT PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

                      Article I. Establishment and Purpose

      1.1 Establishment. Arkansas Best Corporation established the Arkansas Best
Corporation Supplemental Benefit Plan (the "PLAN") effective as of January 1,
1988 (the "EFFECTIVE DATE"), and hereby amends and restates it (except as
otherwise herein provided) as of January 1, 2005.

      1.2 Purpose. The purpose of this Plan is to provide (i) a restoration of
benefits of Category I Participants which were lost under the Qualified Plan (x)
because of amendments which were adopted, and Statutory Limitations imposed,
subsequent to 1985, and (y) by reason of voluntary contributions to the VSP; and
(ii) a restoration of benefits of Category II Participants which were lost under
the Current Qualified Plan solely by reason of voluntary contributions to the
VSP.

            The purpose of this amendment and restatement of the Plan is to
comply with the provisions of the American Jobs Creation Act of 2004 (the "Act")
in order to avoid immediate taxation of amounts deferred hereunder, and the Plan
will be interpreted accordingly. With respect to Pre-2005 Deferrals, the Plan
shall be interpreted so as to avoid having such Pre-2005 Deferrals subject to
the Act.

            Notwithstanding anything herein to the contrary, (i) the Plan shall
be closed to new Participants from and after December 16, 2005; (ii) benefits
payable to existing Category II Participants shall only take into account
amounts deferred under the VSP (as defined below) on or before December 31,
2006; and (iii) the Benefits payable hereunder shall be subject to the maximum
caps set forth in Exhibit B hereto.

                    Article II. Definitions and Construction

      2.1 Definitions. Whenever used in the Plan, the following terms shall have
the meanings set forth below unless the context otherwise requires, and when the
defined meaning is intended, the term is capitalized.

            (a) "ACT" shall mean the American Jobs Creation Act of 2004, as it
      may be amended, and any guidance issued thereunder by the Internal Revenue
      Service and the Department of the Treasury.

            (b) "ADMINISTRATOR" shall mean the Company, or a person(s) appointed
      by the Company, and without limitation the Administrator shall be
      primarily responsible for the administration of the Deferral Accounts and
      matters relating thereto.

            (c) "ALTERNATIVE EARNINGS RATE" shall mean the Earnings of the Money
      Market Fund for the period of reference.

                                       1


            (d) "BASIC BENEFIT" shall mean the amount determined under Section
      4.1 at the time of reference.

            (e) "BENEFIT" shall mean the Basic Benefit and the Deferred Benefit,
      collectively; provided, further, that where it is necessary or appropriate
      to distinguish between those two classes of Benefits, reference shall be
      made to the specific class. However, notwithstanding anything to the
      contrary herein, a Participant's combined Basic Benefit and Deferred
      Benefit shall in no event ever exceed the maximum Benefit for such
      Participant's employment classification as specified in Exhibit B hereto.

            (f) "BENEFICIARY" means the person or persons designated by the
      Participant pursuant to Section 4.2 hereof; provided, further, and without
      limitation, that references herein to Participant shall be deemed to be
      references to Beneficiary after the death of the Participant and before
      all Benefits are paid to the Beneficiary, except that the Beneficiary
      shall have no right to deferral, and instead will receive a lump sum
      distribution of all Benefits hereunder within a reasonable time subsequent
      to the death of the Participant.

            (g) "BOARD OF DIRECTORS" means the board of directors of the
      Company.

            (h) "BUSINESS DAY" shall mean a day on which the New York Stock
      Exchange is operating.

            (i) "CATEGORY I PARTICIPANT" shall mean each employee of the Company
      who is listed on Exhibit A. Notwithstanding anything herein to the
      contrary, only those individuals who were Category I Participants as of
      December 16, 2005 shall be eligible to participate in the Plan as a
      Category I Participant.

            (j) "CATEGORY II PARTICIPANT" shall mean each employee of the
      Company who is eligible to participate in the VSP, but who is not a
      Category I Participant; provided, further, that if a Category II
      Participant becomes a Category I Participant on or before December 16,
      2005, his Benefits hereunder shall be calculated as though he had been a
      Category I Participant from his most recent date of hire by the Company.
      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. Notwithstanding anything herein
      to the contrary, only those individuals who were Category II Participants
      as of December 16, 2005 shall be eligible to participate in this Plan as a
      Category II Participant.

            (k) "CHANGE IN CONTROL" shall mean the earliest date on which any of
      the following events shall occur:

                  (i) there shall be consummated any consolidation or merger of
            the Company in which the Company is not the continuing or surviving
            corporation or pursuant to which the Company's common stock would be
            converted into cash, securities, or other property, or any lease,
            exchange or other transfer (excluding transfer by way of pledge or
            hypothecation), in one transaction or a series of related
            transactions, of all, or substantially all, of the assets of the
            Company, other

                                       2


            than any such consolidation, merger, lease, exchange or transfer in
            which the Company, or any of its affiliates, or the holders of the
            Company's common stock immediately prior to any such actions have at
            least a fifty-one percent (51%) ownership of the surviving
            corporation after the consolidation or merger of the entity to which
            such assets are transferred, leased, exchanged or otherwise
            transferred.

                  (ii) the shareholders of the Company approve any plan or
            proposal for the liquidation or dissolution of the Company.

                  (iii) any "person" (as such is defined in Section 3(a)(9) or
            Section 13(d)(3) under the Securities Exchange Act of 1934 [the
            "1934 Act"]) or any "group" (as such term is used in Rule 13d-5
            promulgated under the 1934 Act) other than the Company or any
            successor of the Company or any subsidiary of the Company or any
            employee benefit plan of the Company or any subsidiary (including
            such plan's trustee), becomes a beneficial owner for purposes of
            Rule 13d-3 promulgated under the 1934 Act, directly or indirectly,
            of securities of the Company represented thirty-five percent (35%)
            or more of the Company's then outstanding securities having the
            right to vote in the election of directors.

                  (iv) if at any time the Continuing Directors then serving on
            the Board of Directors cease for any reason to constitute at least a
            majority thereof.

            "CONTINUING DIRECTOR" shall mean a Director of the Company who
            either (A) is a Director of the Company on the date hereof, or (B)
            whose initial appointment or initial nomination for election or
            election by the Company's shareholders was approved by a majority of
            the Continuing Directors (including any successors elected pursuant
            to this Subsection (iv)) then on the Company Board of Directors.

                  (v) any person or group (as defined in Subsection (iii) above)
            commences a tender offer or exchange offer for all or less than all
            of the share of the Company's issued and outstanding common stock
            that would result in, upon the consummation of such offer, the
            person or group, together with all of its or their affiliates,
            beneficially owning 25% or more of the Company's common stock, and
            which offer does not include a binding written commitment by the
            offeror to purchase any shares that are not tendered or exchanged
            for the same cash consideration (or in the event of any exchange
            offer, the cash equivalent of the fair market value of the
            securities or their property offered in the exchange, as determined
            by the Company's Board of Directors in its sole discretion) within
            90 days following the consummation of the tender or exchange offer;
            provided, however, that if the tender offer or exchange offer that
            would have otherwise resulted in a Change in Control is canceled,
            terminated withdrawn or otherwise not consummated, such offer shall
            be deemed never to have been made and no Change in Control shall be
            deemed to have occurred.

            (l) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

                                       3


            (m) "COMPANY" means Arkansas Best Corporation

            (n) "CURRENT QUALIFIED PLAN" shall mean the Qualified Plan as
      amended and/or restated, and in effect, at each date of reference.

            (o) "DEFERRAL ACCOUNT" shall mean the account to which each Eligible
      Deferral Participant's Basic Benefit is added as a result of such Eligible
      Deferral Participant's Deferral Election.

            (p) "DEFERRAL ELECTION" shall mean the Election Form filed by an
      Eligible Deferral Participant to defer the payment of some or all of his
      Basic Benefit to a specified Deferred Payment Date(s).

            (q) "DEFERRED BENEFIT" shall mean the amount added to a Deferred
      Participant's Deferral Account at each time of reference.

            (r) "DEFERRED PARTICIPANT" shall mean an Eligible Deferral
      Participant who has filed a timely Deferral Election form, and has not
      been paid all of his Deferred Benefit at the time of reference; provided,
      further, without limitation, that a Deferred Participant shall also be
      either a Category I Participant or a Category II Participant.

            (s) "DEFERRED PAYMENT(S)" shall mean payment(s) of a Deferred
      Participant's Deferred Benefit in the form selected by the Deferred
      Participant.

            (t) "DEFERRED PAYMENT DATE" shall mean, with respect to each
      Deferred Participant, the date as of which his Deferred Payment of
      reference is made.

            (u) "DISABILITY" shall, with respect to Post-2004 Deferrals, be
      deemed to occur if (a) the Administrator determines that the Participant
      is unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, or (b) the Participant is, by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, receiving income replacement benefits for a
      period of not less than 3 months under an accident and health plan
      covering the employees of the Company.

            (v) "EARNINGS" shall mean the amounts notationally added or deducted
      from a Deferred Participant's Deferral Account (including, without
      limitation, unrealized appreciation or depreciation) based on his
      Measurement Preferences as determined by the Administrator under Rules of
      General Application.

            (w) "ELECTION FORM" shall mean, collectively, a Deferral Election
      form, and an Investment Election form; provided, further, that where it is
      necessary or appropriate to distinguish between those two types of forms,
      reference shall be made to the specific form.

                                       4


            (x) "ELIGIBLE DEFERRAL PARTICIPANT" shall mean each Participant (i)
      who Separates after age 55 and who, at such date of Separation, has
      completed 10 or more "Years of Vesting Service" as defined in the
      Qualified Plan, (ii) whose Separation is not by reason of death, and (iii)
      whose Basic Benefit exceeds $5,000.

            (y) "FINAL ELECTION DATE" shall mean, subject to Section 5.1, (i) in
      the case of the deferral of an Eligible Deferral Participant's Basic
      Benefit, the later of (x) January 15, 2000, and (y) the 365th day prior to
      such Eligible Deferral Participant's date of Separation; provided,
      further, that where a Participant suffers an involuntary Separation, as
      determined by the Administrator in its sole discretion, the final filing
      date shall be the date described in (y) above if a Deferral Election form
      is filed on that date, and otherwise shall be the first date thereafter
      (but prior to Separation) on which a Deferral Election form is filed, and
      (ii) in the case of a Deferred Participant with respect to any Deferred
      Payment(s), the 365th day prior to the Deferred Payment Date of such
      Deferred Payment(s), in either case, provided that payments do not
      commence prior to 12 months after the date the Deferral Election form is
      filed.

            (z) "INSTALLMENT PAYMENT" shall mean an annual distribution, in
      cash, of a Deferred Participant's Deferred Benefit over a period of years
      as provided for in Sections 6.1 and 6.2.

            (aa) "INVESTMENT ELECTION" shall mean the Election Form filed by a
      Deferred Participant on which he selects his or her Measurement
      Preferences, as described in Section 5.4.

            (bb) "LUMP SUM" shall mean a single distribution, in cash, of a
      Participant's Basic Benefit, or Deferred Benefit, or both.

            (cc) "MONEY MARKET FUND" shall mean the fund which is a Measurement
      Preference, which is composed primarily of debt instruments, and which the
      Administrator determines to have the least risk to principal of all of the
      Measurement Preferences.

            (dd) "PARTICIPANT" means, individually and collectively, a Category
      I Participant and a Category II Participant; provided, further, that where
      it is necessary or appropriate to distinguish between those two classes of
      Participant, reference shall be made to the specific class.

            (ee) "PLAN" means this Arkansas Best Corporation Supplemental
      Benefit Plan, as amended from time to time.

            (ff) "PLAN YEAR" means the 12-month period beginning January 1 and
      ending December 31.

            (gg) "POST-2004 DEFERRALS" shall mean that portion of each
      Participant's Basic Benefit that is not Pre-2005 Deferrals, including any
      such amounts that are deferred under Article V of the Plan and any
      Earnings thereon.

                                       5


            (hh) "PRE-2005 DEFERRALS" shall mean that portion of each
      Participant's Basic Benefit that was both "earned and vested" (within the
      meaning of Section 409A of the Internal Revenue Code of 1986, as amended
      (the "Code")) as of December 31, 2004 (calculated in accordance with
      Section 409A of the Code and any Treasury Regulations promulgated
      thereunder), including any such amounts that are deferred under Article V
      of the Plan and any Earnings thereon.

            (ii) "QUALIFIED PLAN" means the Arkansas Best Corporation Retirement
      Plan (a/k/a Arkansas Best Corporation Pension Plan) as amended and
      restated effective January 1, 1985, and as amended from time to time to
      the extent such amendments increase benefits.

            (jj) "RULES OF GENERAL APPLICATION" shall mean those rules
      promulgated by the Administrator, in its sole discretion, from time to
      time with respect to the matter of reference, but which will be applied in
      a similar manner to Participants similarly situated.

            (kk) "SEPARATES" or "SEPARATION" or similar shall mean a
      Participant's termination of employment with the Company or any affiliate
      of the Company for any reason (including death or disability); provided
      that, with respect to Post-2004 Deferrals, such terms shall have such
      meaning as provided under the Act.

            (ll) "SPECIAL RESTORED COMPENSATION" shall mean, the amount, if any,
      of the compensation of a Category II Participant (i) which is deferred in
      accordance with the terms of the VSP on or before December 31, 2006, and
      (ii) which, if not for such deferral, would have increased such Category
      II Participant's Average Monthly Compensation as defined in the Current
      Qualified Plan at the time of reference. Compensation deferred in
      accordance with the VSP on or after January 1, 2007 shall not be taken
      into account in determining a Category II Participant's Benefit.

            (mm) "SPECIFIED EMPLOYEE" shall mean a "specified employee" of the
      Company as defined in the Act.

            (nn) "STATUTORY LIMITATIONS" shall mean (i) the coverage and benefit
      requirements the Qualified Plan must satisfy in order to comply with the
      nondiscrimination requirements of the Code, and (ii) the compensation and
      benefits limitations which are imposed on the Qualified Plan under Section
      401(a)(17) and Section 415 of the Code, and the regulations promulgated
      thereunder.

            (oo) "THIRD-PARTY RECORDKEEPER" shall mean the person or entity
      selected by the Administrator to maintain the records necessary to the
      administration of the Investment Elections.

            (pp) "VSP" shall mean the Arkansas Best Corporation Voluntary
      Savings Plan, as now or hereafter in effect.

      2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in the Plan shall also include the feminine
gender and the neuter gender, and the definition of any term in the singular
shall also include the plural.

                                       6


      2.3 Severability. In the event any provision of the Plan shall be held
invalid or illegal for any reason, any illegality or invalidity shall not affect
the remaining parts of the Plan, but the Plan shall be construed and enforced as
if the illegal or invalid provision had never been inserted, and the Company
shall have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.

      2.4 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Arkansas.

      2.5 Plan Not an Employment Contract. This Plan is not an employment
contract. It does not give to any person the right to be continued in
employment, and all employees remain subject to change of salary, transfer,
change of job, discipline, layoff, discharge, or any other change of employment
status.

                           Article III. Participation

      3.1 Participation. Participation in this Plan shall be limited to those
persons (i) who are Participants on December 16, 2005.

                        Article IV. Benefit and Payment

      4.1 Benefit.

            (a) Benefits of Category I Participants. The Basic Benefits payable
      to a Category I Participant under this Plan shall be equal to the
      actuarial equivalent of the excess, if any, of (i) the benefits which
      would be payable to the Category I Participant under the Qualified Plan if
      the provisions of the Qualified Plan were administered (x) without regard
      to the maximum benefit limitations of Section 415 of the Code, and (y)
      without regard to the limitation imposed by Section 401(a)(17)of the Code,
      over (ii) the benefits which are actually payable to such person under the
      Current Qualified Plan, with the benefits in both (i) and (ii) being
      computed as of the date the Category I Participant Separates, but in no
      event, when combined with the Participant's Deferred Benefit, more than
      the maximum amount specified in Exhibit B hereto for such Participant's
      employment classification. Without limitation, the amount described in
      "(i)" shall be determined as if the Qualified Plan's definition of
      Compensation were amended by (iii) deleting all direct or indirect
      references to the provisions of Section 401(a)(17) of the Code, (iv)
      adding thereto a provision which would cause the Qualified Plan's
      definition of Compensation to include all amounts which a Category I
      Participant shall contribute to the VSP as a Compensation Deferral
      Contribution (as defined in the VSP); and (v) applying the Qualified
      Plan's definition of Compensation so as to reflect the historical intent
      and practice of excluding all income which the Company considered as not
      subject to FICA tax, including without limitation, the exclusion of all
      income from the exercise of stock options and vesting of restricted stock.
      Basic Benefits payable under this Plan shall be computed in accordance
      with the foregoing and with the objective that, subject to the maximum
      Benefit caps specified in Exhibit B hereto, the Category I Participant
      should receive under this Plan and the Current Qualified Plan that total
      amount which would have been payable to the Category I Participant solely
      under

                                       7


      the Qualified Plan had Section 415 and Section 401(a)(17) of the Code not
      been applicable thereto, and had he not elected to make Compensation
      Deferral Contribution(s) as defined in the VSP; provided, however, that it
      is not intended that there be any service or compensation credited under
      more than one supplemental benefit plan and no Category I Participant
      shall receive Basic Benefits from this Plan with respect to service and
      compensation to the extent, as determined by the Administrator in its sole
      discretion, he receives benefits with respect thereto under the ABF
      Freight System, Inc. Supplemental Benefit Plan or the Data-Tronics
      Supplemental Benefit Plan.

            (b) Benefit of Category II Participants. The Basic Benefits payable
      to a Category II Participant under this Plan shall be equal to the
      actuarial equivalent of the excess, if any, of the benefits which would be
      payable to the Category II Participant (i) under the Current Qualified
      Plan, if the Current Qualified Plan's definition of Compensation (without
      limitation, determined by the application described in Section 4.1 (a)(v))
      included the Special Restored Compensation, if any, of such Category II
      Participant, over (ii) the benefits which are actually payable to such
      Category II Participant under the Current Qualified Plan, with both
      benefits being computed as of the date the Category II Participant
      Separates, but in no event, when combined with the Participant's Deferred
      Benefit, more than the maximum amount specified in Exhibit B hereto for
      such Participant's employment classification. Basic Benefits of each
      Category II Participant payable under this Plan shall be computed in
      accordance with the foregoing, and with the objective that, subject to the
      maximum Benefit caps specified in Exhibit B hereto, the Category II
      Participant should receive under this Plan and the Current Qualified Plan
      that total amount which would have been payable to the Category II
      Participant solely under the Current Qualified Plan (calculated, without
      limitation, by recognizing and applying the limitations of Section 415 and
      Section 401(a)(17) of the Code) if he had not incurred a Compensation
      Deferral Contribution as defined in the VSP on or before December 31,
      2006; provided, however, that it is not intended that there be any Special
      Restored Compensation credited under more than one supplemental benefit
      plan and no Category II Participant shall receive Basic Benefits from this
      Plan to the extent he receives benefits under the ABF Freight System, Inc.
      Supplemental Benefit Plan or the Data-Tronics Supplemental Benefit Plan.
      In addition, amounts contributed to the VSP on or after January 1, 2007,
      shall not be taken into account in determining a Category II Participant's
      Basic Benefit.

            (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.

                                       8


      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.

      4.2 Payment. Except as provided with respect to Deferred Participants (see
Sections 6.1 and 6.2), any Basic Benefit payable hereunder shall be paid to a
Participant in the form of a single Lump Sum cash payment within a reasonable
time after his date of Separation; provided, however, that if a Participant is a
Specified Employee and Participant's Separation did not result from
Participant's death or Disability, Participant's Post-2004 Deferrals may not be
distributed until at least 6 months following his date of Separation. Any
Participant shall have the right under this Plan, at any time prior to his
death, to designate a Beneficiary, which may be different than the Beneficiary
named under the Current Qualified Plan, for purposes of receiving Benefits under
this Plan payable after his death, or to revoke or change such Beneficiary
designation. In the event that a Participant wishes to exercise such right, he
shall make his Beneficiary designation, revocation or change in such manner as
the Administrator shall prescribe. Such designation, revocation or change is
only for purposes of the payment of death benefits that may be payable under
this Plan. The designation of a different beneficiary for purposes of this Plan
shall only affect the identity of the person or persons entitled to receive
death benefits under this Plan; it shall not affect the amount of Benefits
payable under this Plan, nor shall it affect the time or the form in which
Benefits are payable hereunder. Moreover, if the Participant does not exercise
his right to designate a different Beneficiary for purposes of this Plan, the
Participant's Beneficiary under the Qualified Plan shall also be his Beneficiary
under this Plan. Without limiting the generality of the foregoing, upon the
death of a Deferred Participant, his or her Deferred Benefits shall be paid in
accordance with the provisions of this paragraph.

      4.3 Funding. All amounts paid under this Plan shall be paid in cash from
the general assets of the Company or from such funding vehicle, if any, as the
Company shall establish for this purpose; provided, further, that all assets
paid into any such funding vehicle shall be subject to the terms, conditions,
and limitations set forth in the document(s) establishing such funding vehicle
but which, in any event, shall at all times, prior to payment to a Participant,
remain subject to the general creditors of the Company. The benefits restored
hereunder, including any Deferred Benefits, shall be reflected on the accounting
records of the Company. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust or a
fiduciary relationship of any kind between the Company and a Participant or
other person.

      4.4 Tax Withholding. The Company may withhold or cause to be withheld from
any Benefit payment any federal, state, or local taxes required by law to be
withheld with respect to such payment and such sum as the Company may reasonably
estimate as necessary to cover any taxes for which the Company may be liable and
which may be assessed with regard to such payment.

      4.5 Benefits are Not Compensation. No Benefit accrued or payable hereunder
shall be deemed compensation to the Participant for the purposes of computing
benefits to which such

                                       9


Participant may be entitled under the Qualified Plan, the Current Qualified
Plan, or any other retirement plan or arrangement of the Company for the benefit
of its employees; provided, further, that in the event of a conflict with this
Plan, the terms of each retirement plan or arrangement shall control.

      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).

                      Article V. Deferrals And Investments

      5.1 Elections. Each Eligible Deferral Participant may file a Deferral
Election form with the Administrator and become a Deferred Participant, provided
such filing is made prior to his Final Election Date under Section 2(y)(i).
Notwithstanding anything herein to the contrary, with respect to Post-2004
Deferrals, each Participant who desires to defer all or a portion of the
Participant's Basic Benefit must file an initial Deferral Election form with the
Administrator by December 31, 2006, or, if later, 30 days following the date the
individual first becomes a Participant in the Plan; provided, however, that an
initial Deferral Election filed in the calendar year 2006 may not (i) defer the
distribution of payments that would otherwise be payable in 2006, or (ii)
accelerate any payments into calendar year 2006 that would not have otherwise
been made in 2006. In addition, a Participant may file subsequent Deferral
Election forms prior to the Final Election Date; provided, however, that with
respect to Post-2004 Deferrals, any subsequent Deferral Election, including any
Deferral Election made by a Deferred Participant with respect to Post-2004
Deferrals, (a) will not be effective until 12 months following the date the new
Deferral Election form is filed, (b) must provide for the delay of the Deferral
Payment Date for at least 5 additional years and (c) must not provide for the
accelerated payment of any portion of such Post-2004 Deferrals.

      5.2 Establishment of Deferral Account. The Administrator shall establish a
Deferral Account for each Deferred Participant, (i) to which shall be added the
deferred portion of such Deferred Participant's Basic Benefit effective not less
than thirty (30) days after his Separation, (ii) to which shall be added (or
deducted) Earnings, and (iii) from which shall be deducted Deferred Payments.

      5.3 Earnings Added to Deferral Accounts. Earnings shall be added to each
Deferral Account based on the Deferred Participant's Measurement Preference as
shall be determined by the Administrator in accordance with Rules of General
Application.

      5.4 Investment Direction. Effective as of each Business Day, in accordance
with Rules of General Application, each Deferred Participant may select
investments ("Measurement Preferences") from among the different investment
alternatives which are made available by the Administrator. No actual
investments shall be made by Deferred Participants. The Measurement Preferences
are only for the purpose of determining the Company's payment

                                       10


obligation under Article VI and such Measurement Preferences do not control any
actual investments made by the Company.

      A Deferred Participant may change his Measurement Preferences as of each
Business Day by filing an Investment Election form with the Administrator who
will review and determine whether such direction shall be forwarded, and if the
Administrator elects to follow such direction, he shall notify the Third Party
Recordkeeper. If a Deferred Participant has not filed an Investment Election
form with respect to some or all of the amount in his Deferral Account, he will
be deemed to have elected for such amount to be invested in the Money Market
Fund until the first Business Day with respect to which he has designated an
investment of such amount by filing an Investment Election form.

      Notwithstanding the forgoing, the Administrator shall have the power to
reject some or all of the selections of Measurement Preferences selected by any
one or more Deferred Participants by advising the affected Deferred
Participant(s) in writing of such rejection within five (5) days of receiving an
Investment Election form selecting or changing a Deferred Participant's
Measurement Preferences. If the Administrator rejects as election,
notwithstanding any provision hereof to the contrary, the portion of such
Deferral Account(s) subject to such rejection shall be credited with the
Alternative Earnings Rate until a Measurement Preference is approved.

      5.5 No Guaranty of Deferral. While the Company intends that the Deferral
Election(s) will result in the deferral of the imposition of a federal income
tax on the funds added to a Deferred Participant's Deferral Account until such
time as they actually shall be paid to such Deferred Participant, nothing herein
shall be construed as a promise, guarantee or other representation by the
Company of such tax effect nor, without limitation, shall the Company be liable
for any taxes, penalties or other amounts incurred by any Eligible Deferral
Participant(s) or Deferred Participant(s) in the event it is determined by
applicable authorities that such deferral was not accomplished, and each
Participant who files an Election Form should consult his or her own tax
advisor(s) to determine the tax consequences in his or her specific case, and
their suitability for the filing of such Election Form.

      5.6 Statements. As soon as reasonably possible following each Plan Year,
and at such other times as determined by the Administrator under Rules of
General Application, the Administrator shall furnish each Deferred Participant
with a statement setting forth (i) the amount in his Deferral Account, (ii) the
Earnings added or deducted from his Deferral Account for such period, and (iii)
any deducted charges to, or distributions from, his Deferral Account during such
period.

               Article VI. Distributions to Deferred Participants

      6.1 Form of Deferred Payments. A Deferred Participant's Deferred Payments
may be made or commenced at any time following the date on which they are first
added to his Deferral Account, and may be paid on the date(s) designated and
either in a Lump Sum or in up to fifteen (15) Installment Payments, in each
case, as a Deferred Participant shall select on the Deferral Election in effect
on the Final Election Date preceding the Deferred Payment Date of reference.

                                       11


Subject to Section 5.1, only the last Deferral Election form on or before such
Final Election Date of reference shall be effective.

      6.2 Installment Payments. If a Deferred Participant elects a Deferred
Payment in the form of Installment Payments, each installment shall be equal to
either (i) a fixed amount each year (not in excess of the balance of his Account
at the time of the distribution), with the remaining balance of his Deferral
Account distributed as the final installment; (ii) the product of (w) the
balance of his Deferral Account on the payment date elected by the Participant
in which such payment is made, multiplied by (x) a fraction, the numerator of
which is one (1), and the denominator of which is the total number of
installments originally elected less the number of installments previously paid
plus, in the case of the last Installment Payment, the remaining amount in his
Deferral Account, or (iii) such other method as shall be (y) requested by the
Deferred Participant on the Election Form of reference, and (z) approved by the
Administrator in his sole discretion. Installment Payments shall be paid at such
time during the Plan Year as shall be determined by the Administrator.

      6.3 Change in Control. Notwithstanding any other provision to the
contrary, upon a Change in Control, all Deferred Benefits hereunder (including,
without limitation, Deferred Benefits otherwise payable on a later Deferred
Payment Date, including, again without limitation, any remaining Installment
Payments), shall be distributed to Deferred Participants in a Lump Sum as soon
as reasonably possible, but not more than thirty (30) days, after such Change in
Control. Notwithstanding the foregoing, at any time prior to the date of a
Change in Control, a Deferred Participant may elect to waive, with respect to
Pre-2005 Deferrals (but not Post-2004 Deferrals), the provisions of this Section
6.3 with respect to a designated Change in Control and continue to retain his
Benefits under the Plan as if such Change in Control had not occurred. In
addition, notwithstanding anything herein to the contrary, with respect to
Post-2004 Deferrals, distributions under this Section 6.3 shall only be made
upon the occurrence of Change in Control that qualifies as either a "change in
the ownership" of the Company, a "change in effective control" of the Company or
a "change in the ownership of a substantial portion of the assets" of the
Company, in each case, as defined under the Act or Internal Revenue Service
guidance issued thereunder.

      6.4 Hardship Distribution. Upon the Administrator's determination
(following petition by a Deferred Participant) that a Deferred Participant has
suffered a "severe financial hardship, " the Administrator shall distribute to
such Deferred Participant that portion of such Deferred Participant's Deferred
Benefit as requested by such Deferred Participant and approved by the
Administrator, but in no event shall the Administrator approve a distribution
which is greater than is necessary to relieve the financial hardship. A "severe
financial hardship" means an unforeseeable event resulting from a sudden and
unexplained illness or accident experienced by either a Deferred Participant or
his dependents, the loss of property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond a Deferred Participant's control, which such Deferred Participant can not
satisfy through available or attainable assets. Without limitation, the
definition of severe financial hardship does not include the need to send a
child to college or the desire to purchase a home. The amount of the
distribution will be limited to an amount necessary to satisfy the severe
financial hardship plus amounts necessary to pay taxes reasonably anticipated as
a result of the distribution, after taking into account the extent to which the
hardship is or may be relieved through reimbursement or

                                       12


compensation by insurance or otherwise or by liquidation of the Participant's
assets (to the extent the liquidation would not itself cause severe financial
hardship). The Administrator shall evaluate the facts and circumstances of each
hardship request. A Deferred Participant shall receive a single lump-sum cash
payment of the amount approved by the Administrator as soon as possible
following the Administrator's approval.

      6.5 Accelerated Withdrawal. A Deferred Participant may request
distribution of a portion (not less than $1,000) of that portion of his Deferred
Benefit that relates to Pre-2005 Deferrals before its Deferred Payment Date. If
such request is approved by the Administrator, which approval may be granted or
withheld at the sole discretion of the Administrator, an amount equal to ten
percent (10%)of the amount withdrawn shall be deducted from such Deferred
Participant's Deferral Account and irrevocably forfeited. The amount forfeited
shall inure to the benefit of the Company in the manner determined by the
Administrator. Notwithstanding anything herein to the contrary, this Section 6.5
shall not apply to Post-2004 Deferrals.

                          Article VII. Administration

      7.1 Administration. The Plan shall be administered by the Company, who may
delegate that responsibility to any one or more persons or committees. If more
than one person is acting as Administrator, a majority of the members shall
constitute a quorum and the acts of a majority of the members present, or acts
approved in writing by a majority of the members without a meeting, shall be the
acts of the Administrator. The Administrator shall have the authority which is
expressly stated in this Plan as vested in the Administrator, and authority to
make rules to administer and interpret the Plan, to decide questions arising
under the Plan, and to take such other action as may be appropriate to carry out
the purposes of the Plan.

      7.2 Finality of Determination. The determination of the Administrator as
to any disputed questions arising under this Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon all
persons. Without limitation, the Board of Directors' determinations as to which
persons are Category I Participants and Category II Participants, the specific
benefits which shall be restored to each such Participant, and the vehicle, if
any, to be used to fund such restorations of benefits shall be final, binding
and conclusive upon all persons.

      7.3 Expenses. The expenses of administering the Plan shall be borne by the
Company.

      7.4 Indemnification and Exculpation. The members of the Board of
Directors, the Administrator, and officers, directors, and employees of the
Company shall be indemnified and held harmless by the Company against and from
any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written approval) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding. The foregoing provision shall

                                       13


not be applicable to any person if the loss, cost, liability, or expense is due
to such person's gross negligence or willful misconduct.

                Article VIII. Merger, Amendment, and Termination

      8.1 Merger, Consolidation. In the event of a merger, consolidation, or
acquisition where the Company is not the surviving corporation, this Plan will
terminate unless the successor or acquiring corporation shall elect to continue
and carry on the Plan; provided, however, that if the transaction does not
qualify as either a "change in the ownership" of the Company, a "change in
effective control" of the Company or a "change in the ownership of a substantial
portion of the assets" of the Company, in each case, as defined under the Act or
Internal Revenue Service guidance issued thereunder, such Plan termination shall
not result in the acceleration of payment of any Post-2004 Deferral unless
otherwise permitted under the Act.

      8.2 Claims Procedure. The Administrator will make all determinations as to
the rights of any employee, Participant, Beneficiary or other person under the
terms of this Plan. Any employee, Participant, Beneficiary, or person claiming
under them, may make a claim for benefits under this Plan by filing written
notice with the Administrator setting forth the substance of the claim. If a
claim is wholly or partially denied, the claimant will have the opportunity to
appeal the denial upon filing with the Administrator a written request for
review within 60 days after receipt of notice of denial. Denial of a claim or a
decision on review will be made in writing the Administrator and delivered to
the claimant within 60 days after receipt of the claim or request for review,
unless special circumstances require an extension of time for processing the
claim or review, in which event the such person's decision must be made as soon
as possible thereafter but not beyond an additional 60 days. If no action on an
initial claim is taken within 120 days, the claims will be deemed denied for
purposes of permitting the claimant to proceed to the review stage. The denial
of a claim or the decision on review will specify the reasons for the denial or
decision , the pertinent Plan provisions upon which the denial or decision is
based, a description of any additional material or information necessary to
perfect the claim and an explanation of, \why such information is necessary, if
applicable, and a description of the Plan's review procedures and the time
limits applicable thereto, including a statement of the claimant's rights under
Section 502(a) of ERISA following an adverse benefits determination on review.
The denial of a claim will also include a description of any additional material
or information necessary for the claimant to perfect the claim and an
explanation of the claim review procedure herein described. Within 60 days after
receiving a denial, the claimant or his authorized representative may appeal the
decision by requesting a review by writing the Administrator.

      On appeal, the claimant may submit in writing any comments or issues with
respect to the claim and/or any additional documents or information not
considered during the initial review and, upon request and free of charge, the
claimant will be provided access to and copies of all documents, records and
other information relevant to the claim. On appeal, the Administrator will not
give deference to the initial adverse benefit determination. A decision on
appeal will normally be given within 60 days after the receipt of the appeal. If
special circumstances warrant an extension as determined by the Administrator in
its sole discretion, then the decision will be made no later than 120 days after
receipt of the appeal. If an extension is required, the claimant will be
provided a written notice of the extension that shall indicate the special
circumstances requiring the extension and the date by which the Administrator
expects to render

                                       14


its final decision. The Administrator's decision on appeal shall be final and
binding on all parties. If a claimant's appeal is denied in whole or in part,
the notice of the decision on appeal shall include the specific reasons for the
denial and reference to the relevant Plan provisions on which the denial was
based, a statement that, upon request and free of charge, the claimant may
review and copy all documents, records and other information relevant to the
claim for benefits and the claimant's rights under Section 502(a) of ERISA.

      The Administrator will serve as an agent for service of legal process with
respect to the Plan unless the Company, through written resolution, appoints
another agent.

      8.3 Securities Laws. The Plan intends to comply with and be exempt under
the Securities Act of 1933, as amended. The Deferred Participants under the Plan
are final purchasers and not underwriters or conduits to other beneficial owners
or subsequent purchasers.

      8.4 Amendment and Termination. The Company, through its Board of
Directors, may in its discretion amend the Plan from time-to-time. Specifically,
termination of the Plan shall require the approval of the Board of Directors of
the Company. Notwithstanding anything herein to the contrary, the Company hereby
delegates to its executive officers the authority to make any amendment (i) that
does not increase the benefit costs of the Plan to the Company by more than 1%
of the Plan's prior calendar year financial statement expense or (ii) that is
necessary or desirable in order to have it conform to the provisions and
requirements of the Code, AJCA or any other applicable law.

      In the event of an amendment or termination of the Plan pursuant to this
Section or Section 8.1, the Benefits accrued hereunder, prior to the later of
the date of adoption, or the effective date, of the amendment shall continue to
be an obligation of the Company, and shall be paid not later than the date(s)
provided hereunder immediately prior to the later of the date of adoption, or
the effective date, of the amendment; and provided further, without limitation,
that, with respect to Pre-2005 Deferrals and with respect to Post-2004 Deferrals
to the extent permitted by the Act without the imposition of any additional
taxes or penalties under the Act, such amounts may be paid earlier, with
actuarial reductions based on the actuarial assumptions in the Qualified Plan,
in the sole discretion of the Administrator.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officers on this ________ day of _________________, 2006.

                                         ARKANSAS BEST CORPORATION

                                      By: ___________________________________

ATTEST:                               Printed Name: _________________________

____________________________          Title: ________________________________

                                       15

EX-10.3

EXHIBIT 10.3

                            ABF FREIGHT SYSTEM, INC.

                            SUPPLEMENTAL BENEFIT PLAN

              AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005


                                                                               .
                                                                               .
                                                                               .

                            ABF FREIGHT SYSTEM, INC.
                            SUPPLEMENTAL BENEFIT PLAN
                                TABLE OF CONTENTS



                                                                                                                   Page
                                                                                                                   -----
                                                                                                                
Article I. Establishment and Purpose..............................................................................     1
       1.1    Establishment.......................................................................................     1
       1.2    Purpose.............................................................................................     1
Article II. Definitions and Construction..........................................................................     1
       2.1    Definitions.........................................................................................     1
              (a)   "Act".........................................................................................     1
              (b)   "Administrator"...............................................................................     1
              (c)   "Alternative Earnings Rate"...................................................................     1
              (d)   "Basic Benefit"...............................................................................     2
              (e)   "Benefit".....................................................................................     2
              (f)   "Beneficiary".................................................................................     2
              (g)   "Board of Directors"..........................................................................     2
              (h)   "Business Day"................................................................................     2
              (i)   "Category I Participant"......................................................................     2
              (j)   "Category II Participant".....................................................................     2
              (k)   "Change in Control"...........................................................................     2
              (l)   "Code"........................................................................................     3
              (m)   "Company".....................................................................................     4
              (n)   "Current Qualified Plan"......................................................................     4
              (o)   "Deferral Account"............................................................................     4
              (p)   "Deferral Election"...........................................................................     4
              (q)   "Deferred Benefit"............................................................................     4
              (r)   "Deferred Participant"........................................................................     4
              (s)   "Deferred Payment(s)".........................................................................     4
              (t)   "Deferred Payment Date".......................................................................     4
              (u)   "Disability"..................................................................................     4
              (v)   "Earnings"....................................................................................     4
              (w)   "Election Form"...............................................................................     4
              (x)   "Eligible Deferral Participant"...............................................................     5
              (y)   "Final Election Date".........................................................................     5
              (z)   "Installment Payment".........................................................................     5
              (aa)  "Investment Election".........................................................................     5
              (bb)  "Lump Sum"....................................................................................     5
              (cc)  "Money Market Fund"...........................................................................     5
              (dd)  "Participant".................................................................................     5
              (ee)  "Plan"........................................................................................     5
              (ff)  "Plan Year"...................................................................................     5
              (gg)  "Post-2004 Deferrals".........................................................................     5
              (hh)  "Pre-2005 Deferrals"..........................................................................     6
              (ii)  "Qualified Plan"..............................................................................     6




                                                                                                                   
              (jj)  "Rules of General Application"................................................................     6
              (kk)  "Separates" or "Separation"...................................................................     6
              (ll)  "Special Restored Compensation"...............................................................     6
              (mm)  "Specified Employee"..........................................................................     6
              (nn)  "Statutory Limitations".......................................................................     6
              (oo)  "Third-Party Recordkeeper"....................................................................     6
              (pp)  "VSP".........................................................................................     6
       2.2    Gender and Number...................................................................................     6
       2.3    Severability........................................................................................     7
       2.4    Applicable Law......................................................................................     7
       2.5    Plan Not an Employment Contract.....................................................................     7
Article III. Participation........................................................................................     7
       3.1    Participation.......................................................................................     7
Article IV. Benefit and Payment...................................................................................     7
       4.1    Benefit.............................................................................................     7
       4.2    Payment.............................................................................................     9
       4.3    Funding.............................................................................................     9
       4.4    Tax Withholding.....................................................................................     9
       4.5    Benefits are Not Compensation.......................................................................     9
       4.6    Nontransferability.................................................................................     10
Article V. Deferrals And Investments.............................................................................     10
       5.1    Elections..........................................................................................     10
       5.2    Establishment of Deferral Account..................................................................     10
       5.3    Earnings Added to Deferral Accounts................................................................     10
       5.4    Investment Direction...............................................................................     10
       5.5    No Guaranty of Deferral............................................................................     11
       5.6    Statements.........................................................................................     11
Article VI. Distributions to Deferred Participants...............................................................     11
       6.1    Form of Deferred Payments..........................................................................     11
       6.2    Installment Payments...............................................................................     12
       6.3    Change in Control..................................................................................     12
       6.4    Hardship Distribution..............................................................................     12
       6.5    Accelerated Withdrawal.............................................................................     13
Article VII. Administration......................................................................................     13
       7.1    Administration.....................................................................................     13
       7.2    Finality of Determination..........................................................................     13
       7.3    Expenses...........................................................................................     13
       7.4    Indemnification and Exculpation....................................................................     13
Article VIII. Merger, Amendment, and Termination.................................................................     14
       8.1    Merger, Consolidation..............................................................................     14
       8.2    Claims Procedure...................................................................................     14
       8.3    Securities Laws....................................................................................     15
       8.4    Amendment and Termination..........................................................................     15





                            ABF FREIGHT SYSTEM, INC.
                            SUPPLEMENTAL BENEFIT PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

                      Article I. Establishment and Purpose

      1.1 Establishment. ABF Freight System, Inc. established the ABF Freight
System, Inc. Supplemental Benefit Plan (the "PLAN") effective as of January 1,
1992 (the "EFFECTIVE DATE"), and hereby amends and restates it (except as
otherwise herein provided) as of January 1, 2005.

      1.2 Purpose. The purpose of this Plan is to provide (i) a restoration of
benefits of Category I Participants which were lost under the Qualified Plan (x)
because of amendments which were adopted, and Statutory Limitations imposed,
subsequent to 1985, and (y) by reason of voluntary contributions to the VSP; and
(ii) a restoration of benefits of Category II Participants which were lost under
the Current Qualified Plan solely by reason of voluntary contributions to the
VSP.

            The purpose of this amendment and restatement of the Plan is to
comply with the provisions of the American Jobs Creation Act of 2004 (the "Act")
in order to avoid immediate taxation of amounts deferred hereunder, and the Plan
will be interpreted accordingly. With respect to Pre-2005 Deferrals, the Plan
shall be interpreted so as to avoid having such Pre-2005 Deferrals subject to
the Act.

            Notwithstanding anything herein to the contrary, (i) the Plan shall
be closed to new Participants from and after December 16, 2005; (ii) benefits
payable to existing Category II Participants shall only take into account
amounts deferred under the VSP (as defined below) on or before December 31,
2006; and (iii) the Benefits payable hereunder shall be subject to the maximum
caps set forth in Exhibit B hereto.

                    Article II. Definitions and Construction

      2.1 Definitions. Whenever used in the Plan, the following terms shall have
the meanings set forth below unless the context otherwise requires, and when the
defined meaning is intended, the term is capitalized.

            (a) "ACT" shall mean the American Jobs Creation Act of 2004, as it
      may be amended, and any guidance issued thereunder by the Internal Revenue
      Service and the Department of the Treasury.

            (b) "ADMINISTRATOR" shall mean the Company, or a person(s) appointed
      by the Company, and without limitation the Administrator shall be
      primarily responsible for the administration of the Deferral Accounts and
      matters relating thereto.

            (c) "ALTERNATIVE EARNINGS RATE" shall mean the Earnings of the Money
      Market Fund for the period of reference.

                                       1



            (d) "BASIC BENEFIT" shall mean the amount determined under Section
      4.1 at the time of reference.

            (e) "BENEFIT" shall mean the Basic Benefit and the Deferred Benefit,
      collectively; provided, further, that where it is necessary or appropriate
      to distinguish between those two classes of Benefits, reference shall be
      made to the specific class. However, notwithstanding anything to the
      contrary herein, a Participant's combined Basic Benefit and Deferred
      Benefit shall in no event ever exceed the maximum Benefit for such
      Participant's employment classification as specified in Exhibit B hereto.

            (f) "BENEFICIARY" means the person or persons designated by the
      Participant pursuant to Section 4.2 hereof; provided, further, and without
      limitation, that references herein to Participant shall be deemed to be
      references to Beneficiary after the death of the Participant and before
      all Benefits are paid to the Beneficiary, except that the Beneficiary
      shall have no right to deferral, and instead will receive a lump sum
      distribution of all Benefits hereunder within a reasonable time subsequent
      to the death of the Participant.

            (g) "BOARD OF DIRECTORS" means the board of directors of the
      Company.

            (h) "BUSINESS DAY" shall mean a day on which the New York Stock
      Exchange is operating.

            (i) "CATEGORY I PARTICIPANT" shall mean each employee of the Company
      who is listed on Exhibit A. Notwithstanding anything herein to the
      contrary, only those individuals who were Category I Participants as of
      December 16, 2005 shall be eligible to participate in the Plan as a
      Category I Participant.

            (j) "CATEGORY II PARTICIPANT" shall mean each employee of the
      Company who is eligible to participate in the VSP, but who is not a
      Category I Participant; provided, further, that if a Category II
      Participant becomes a Category I Participant on or before December 16,
      2005, his Benefits hereunder shall be calculated as though he had been a
      Category I Participant from his most recent date of hire by the Company.
      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. Notwithstanding anything herein
      to the contrary, only those individuals who were Category II Participants
      as of December 16, 2005 shall be eligible to participate in this Plan as a
      Category II Participant.

            (k) "CHANGE IN CONTROL" shall mean the earliest date on which any of
      the following events shall occur:

                  (i) there shall be consummated any consolidation or merger of
            the Company in which the Company is not the continuing or surviving
            corporation or pursuant to which the Company's common stock would be
            converted into cash, securities, or other property, or any lease,
            exchange or other transfer (excluding transfer by way of pledge or
            hypothecation), in one transaction or a series of related
            transactions, of all, or substantially all, of the assets of the
            Company, other

                                       2



            than any such consolidation, merger, lease, exchange or transfer in
            which the Company, or any of its affiliates, or the holders of the
            Company's common stock immediately prior to any such actions have at
            least a fifty-one percent (51%) ownership of the surviving
            corporation after the consolidation or merger of the entity to which
            such assets are transferred, leased, exchanged or otherwise
            transferred.

                  (ii) the shareholders of the Company approve any plan or
            proposal for the liquidation or dissolution of the Company.

                  (iii) any "person" (as such is defined in Section 3(a)(9) or
            Section 13(d)(3) under the Securities Exchange Act of 1934 [the
            "1934 Act"]) or any "group" (as such term is used in Rule 13d-5
            promulgated under the 1934 Act) other than the Company or any
            successor of the Company or any subsidiary of the Company or any
            employee benefit plan of the Company or any subsidiary (including
            such plan's trustee), becomes a beneficial owner for purposes of
            Rule 13d-3 promulgated under the 1934 Act, directly or indirectly,
            of securities of the Company represented thirty-five percent (35%)
            or more of the Company's then outstanding securities having the
            right to vote in the election of directors.

                  (iv) if at any time the Continuing Directors then serving on
            the Board of Directors cease for any reason to constitute at least a
            majority thereof.

            "CONTINUING DIRECTOR" shall mean a Director of the Company who
            either (A) is a Director of the Company on the date hereof, or (B)
            whose initial appointment or initial nomination for election or
            election by the Company's shareholders was approved by a majority of
            the Continuing Directors (including any successors elected pursuant
            to this Subsection (iv)) then on the Company Board of Directors.

                  (v) any person or group (as defined in Subsection (iii) above)
            commences a tender offer or exchange offer for all or less than all
            of the share of the Company's issued and outstanding common stock
            that would result in, upon the consummation of such offer, the
            person or group, together with all of its or their affiliates,
            beneficially owning 25% or more of the Company's common stock, and
            which offer does not include a binding written commitment by the
            offeror to purchase any shares that are not tendered or exchanged
            for the same cash consideration (or in the event of any exchange
            offer, the cash equivalent of the fair market value of the
            securities or their property offered in the exchange, as determined
            by the Company's Board of Directors in its sole discretion) within
            90 days following the consummation of the tender or exchange offer;
            provided, however, that if the tender offer or exchange offer that
            would have otherwise resulted in a Change in Control is canceled,
            terminated withdrawn or otherwise not consummated, such offer shall
            be deemed never to have been made and no Change in Control shall be
            deemed to have occurred.

            (l) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

                                       3



            (m) "COMPANY" means ABF Freight System, Inc.

            (n) "CURRENT QUALIFIED PLAN" shall mean the Qualified Plan as
      amended and/or restated, and in effect, at each date of reference.

            (o) "DEFERRAL ACCOUNT" shall mean the account to which each Eligible
      Deferral Participant's Basic Benefit is added as a result of such Eligible
      Deferral Participant's Deferral Election.

            (p) "DEFERRAL ELECTION" shall mean the Election Form filed by an
      Eligible Deferral Participant to defer the payment of some or all of his
      Basic Benefit to a specified Deferred Payment Date(s).

            (q) "DEFERRED BENEFIT" shall mean the amount added to a Deferred
      Participant's Deferral Account at each time of reference.

            (r) "DEFERRED PARTICIPANT" shall mean an Eligible Deferral
      Participant who has filed a timely Deferral Election form, and has not
      been paid all of his Deferred Benefit at the time of reference; provided,
      further, without limitation, that a Deferred Participant shall also be
      either a Category I Participant or a Category II Participant.

            (s) "DEFERRED PAYMENT(S)" shall mean payment(s) of a Deferred
      Participant's Deferred Benefit in the form selected by the Deferred
      Participant.

            (t) "DEFERRED PAYMENT DATE" shall mean, with respect to each
      Deferred Participant, the date as of which his Deferred Payment of
      reference is made.

            (u) "DISABILITY" shall, with respect to Post-2004 Deferrals, be
      deemed to occur if (a) the Administrator determines that the Participant
      is unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, or (b) the Participant is, by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, receiving income replacement benefits for a
      period of not less than 3 months under an accident and health plan
      covering the employees of the Company.

            (v) "EARNINGS" shall mean the amounts notationally added or deducted
      from a Deferred Participant's Deferral Account (including, without
      limitation, unrealized appreciation or depreciation) based on his
      Measurement Preferences as determined by the Administrator under Rules of
      General Application.

            (w) "ELECTION FORM" shall mean, collectively, a Deferral Election
      form, and an Investment Election form; provided, further, that where it is
      necessary or appropriate to distinguish between those two types of forms,
      reference shall be made to the specific form.

                                       4



            (x) "ELIGIBLE DEFERRAL PARTICIPANT" shall mean each Participant (i)
      who Separates after age 55 and who, at such date of Separation, has
      completed 10 or more "Years of Vesting Service" as defined in the
      Qualified Plan, (ii) whose Separation is not by reason of death, and (iii)
      whose Basic Benefit exceeds $5,000.

            (y) "FINAL ELECTION DATE" shall mean, subject to Section 5.1, (i) in
      the case of the deferral of an Eligible Deferral Participant's Basic
      Benefit, the later of (x) January 15, 2000, and (y) the 365th day prior to
      such Eligible Deferral Participant's date of Separation; provided,
      further, that where a Participant suffers an involuntary Separation, as
      determined by the Administrator in its sole discretion, the final filing
      date shall be the date described in (y) above if a Deferral Election form
      is filed on that date, and otherwise shall be the first date thereafter
      (but prior to Separation) on which a Deferral Election form is filed, and
      (ii) in the case of a Deferred Participant with respect to any Deferred
      Payment(s), the 365th day prior to the Deferred Payment Date of such
      Deferred Payment(s), in either case, provided that payments do not
      commence prior to 12 months after the date the Deferral Election form is
      filed.

            (z) "INSTALLMENT PAYMENT" shall mean an annual distribution, in
      cash, of a Deferred Participant's Deferred Benefit over a period of years
      as provided for in Sections 6.1 and 6.2.

            (aa) "INVESTMENT ELECTION" shall mean the Election Form filed by a
      Deferred Participant on which he selects his or her Measurement
      Preferences, as described in Section 5.4.

            (bb) "LUMP SUM" shall mean a single distribution, in cash, of a
      Participant's Basic Benefit, or Deferred Benefit, or both.

            (cc) "MONEY MARKET FUND" shall mean the fund which is a Measurement
      Preference, which is composed primarily of debt instruments, and which the
      Administrator determines to have the least risk to principal of all of the
      Measurement Preferences.

            (dd) "PARTICIPANT" means, individually and collectively, a Category
      I Participant and a Category II Participant; provided, further, that where
      it is necessary or appropriate to distinguish between those two classes of
      Participant, reference shall be made to the specific class.

            (ee) "PLAN" means this ABF Freight System, Inc. Supplemental Benefit
      Plan, as amended from time to time.

            (ff) "PLAN YEAR" means the 12-month period beginning January 1 and
      ending December 31.

            (gg) "POST-2004 DEFERRALS" shall mean that portion of each
      Participant's Basic Benefit that is not Pre-2005 Deferrals, including any
      such amounts that are deferred under Article V of the Plan and any
      Earnings thereon.

                                       5



            (hh) "PRE-2005 DEFERRALS" shall mean that portion of each
      Participant's Basic Benefit that was both "earned and vested" (within the
      meaning of Section 409A of the Internal Revenue Code of 1986, as amended
      (the "Code")) as of December 31, 2004 (calculated in accordance with
      Section 409A of the Code and any Treasury Regulations promulgated
      thereunder), including any such amounts that are deferred under Article V
      of the Plan and any Earnings thereon.

            (ii) "QUALIFIED PLAN" means the ABF Freight System, Inc. Retirement
      Plan (a/k/a ABF Freight System, Inc. Pension Plan) as amended and restated
      effective January 1, 1985, and as amended from time to time to the extent
      such amendments increase benefits.

            (jj) "RULES OF GENERAL APPLICATION" shall mean those rules
      promulgated by the Administrator, in its sole discretion, from time to
      time with respect to the matter of reference, but which will be applied in
      a similar manner to Participants similarly situated.

            (kk) "SEPARATES" or "SEPARATION" or similar shall mean a
      Participant's termination of employment with the Company or any affiliate
      of the Company for any reason (including death or disability); provided
      that, with respect to Post-2004 Deferrals, such terms shall have such
      meaning as provided under the Act.

            (ll) "SPECIAL RESTORED COMPENSATION" shall mean, the amount, if any,
      of the compensation of a Category II Participant (i) which is deferred in
      accordance with the terms of the VSP on or before December 31, 2006, and
      (ii) which, if not for such deferral, would have increased such Category
      II Participant's Average Monthly Compensation as defined in the Current
      Qualified Plan at the time of reference. Compensation deferred in
      accordance with the VSP on or after January 1, 2007 shall not be taken
      into account in determining a Category II Participant's Benefit.

            (mm) "SPECIFIED EMPLOYEE" shall mean a "specified employee" of the
      Arkansas Best Corporation as defined in the Act.

            (nn) "STATUTORY LIMITATIONS" shall mean (i) the coverage and benefit
      requirements the Qualified Plan must satisfy in order to comply with the
      nondiscrimination requirements of the Code, and (ii) the compensation and
      benefits limitations which are imposed on the Qualified Plan under Section
      401(a)(17) and Section 415 of the Code, and the regulations promulgated
      thereunder.

            (oo) "THIRD-PARTY RECORDKEEPER" shall mean the person or entity
      selected by the Administrator to maintain the records necessary to the
      administration of the Investment Elections.

            (pp) "VSP" shall mean the Arkansas Best Corporation Voluntary
      Savings Plan, as now or hereafter in effect.

      2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in the Plan shall also include the feminine
gender and the neuter gender, and the definition of any term in the singular
shall also include the plural.

                                       6



      2.3 Severability. In the event any provision of the Plan shall be held
invalid or illegal for any reason, any illegality or invalidity shall not affect
the remaining parts of the Plan, but the Plan shall be construed and enforced as
if the illegal or invalid provision had never been inserted, and the Company
shall have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.

      2.4 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Arkansas.

      2.5 Plan Not an Employment Contract. This Plan is not an employment
contract. It does not give to any person the right to be continued in
employment, and all employees remain subject to change of salary, transfer,
change of job, discipline, layoff, discharge, or any other change of employment
status.

                           Article III. Participation

      3.1 Participation. Participation in this Plan shall be limited to those
persons who are Participants on December 16, 2005.

                        Article IV. Benefit and Payment

      4.1 Benefit.

            (a) Benefits of Category I Participants. The Basic Benefits payable
      to a Category I Participant under this Plan shall be equal to the
      actuarial equivalent of the excess, if any, of (i) the benefits which
      would be payable to the Category I Participant under the Qualified Plan if
      the provisions of the Qualified Plan were administered (x) without regard
      to the maximum benefit limitations of Section 415 of the Code, and (y)
      without regard to the limitation imposed by Section 401(a)(17)of the Code,
      over (ii) the benefits which are actually payable to such person under the
      Current Qualified Plan, with the benefits in both (i) and (ii) being
      computed as of the date the Category I Participant Separates, but in no
      event, when combined with the Participant's Deferred Benefit, more than
      the maximum amount specified in Exhibit B hereto for such Participant's
      employment classification. Without limitation, the amount described in
      "(i)" shall be determined as if the Qualified Plan's definition of
      Compensation were amended by (iii) deleting all direct or indirect
      references to the provisions of Section 401(a)(17) of the Code, (iv)
      adding thereto a provision which would cause the Qualified Plan's
      definition of Compensation to include all amounts which a Category I
      Participant shall contribute to the VSP as a Compensation Deferral
      Contribution (as defined in the VSP); and (v) applying the Qualified
      Plan's definition of Compensation so as to reflect the historical intent
      and practice of excluding all income which the Company considered as not
      subject to FICA tax, including without limitation, the exclusion of all
      income from the exercise of stock options and vesting of restricted stock.
      Basic Benefits payable under this Plan shall be computed in accordance
      with the foregoing and with the objective that, subject to the maximum
      Benefit caps specified in Exhibit B hereto, the Category I Participant
      should receive under this Plan and the Current Qualified Plan that total
      amount which would have been payable to the Category I Participant solely
      under

                                       7



      the Qualified Plan had Section 415 and Section 401(a)(17) of the Code not
      been applicable thereto, and had he not elected to make Compensation
      Deferral Contribution(s) as defined in the VSP; provided, however, that it
      is not intended that there be any service or compensation credited under
      more than one supplemental benefit plan and no Category I Participant
      shall receive Basic Benefits from this Plan with respect to service and
      compensation to the extent, as determined by the Administrator in its sole
      discretion, he receives benefits with respect thereto under the
      Data-Tronics Supplemental Benefit Plan or the Arkansas Best Corporation
      Supplemental Benefit Plan.

            (b) Benefit of Category II Participants. The Basic Benefits payable
      to a Category II Participant under this Plan shall be equal to the
      actuarial equivalent of the excess, if any, of the benefits which would be
      payable to the Category II Participant (i) under the Current Qualified
      Plan, if the Current Qualified Plan's definition of Compensation (without
      limitation, determined by the application described in Section 4.1 (a)(v))
      included the Special Restored Compensation, if any, of such Category II
      Participant, over (ii) the benefits which are actually payable to such
      Category II Participant under the Current Qualified Plan, with both
      benefits being computed as of the date the Category II Participant
      Separates, but in no event, when combined with the Participant's Deferred
      Benefit, more than the maximum amount specified in Exhibit B hereto for
      such Participant's employment classification. Basic Benefits of each
      Category II Participant payable under this Plan shall be computed in
      accordance with the foregoing, and with the objective that, subject to the
      maximum Benefit caps specified in Exhibit B hereto, the Category II
      Participant should receive under this Plan and the Current Qualified Plan
      that total amount which would have been payable to the Category II
      Participant solely under the Current Qualified Plan (calculated, without
      limitation, by recognizing and applying the limitations of Section 415 and
      Section 401(a)(17) of the Code) if he had not incurred a Compensation
      Deferral Contribution as defined in the VSP on or before December 31,
      2006; provided, however, that it is not intended that there be any Special
      Restored Compensation credited under more than one supplemental benefit
      plan and no Category II Participant shall receive Basic Benefits from this
      Plan to the extent he receives benefits under the Data-Tronics
      Supplemental Benefit Plan or the Arkansas Best Corporation Supplemental
      Benefit Plan. In addition, amounts contributed to the VSP on or after
      January 1, 2007, shall not be taken into account in determining a Category
      II Participant's Basic Benefit.

            (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.

                                       8



      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.

      4.2 Payment. Except as provided with respect to Deferred Participants (see
Sections 6.1 and 6.2), any Basic Benefit payable hereunder shall be paid to a
Participant in the form of a single Lump Sum cash payment within a reasonable
time after his date of Separation; provided, however, that if a Participant is a
Specified Employee and Participant's Separation did not result from
Participant's death or Disability, Participant's Post-2004 Deferrals may not be
distributed until at least 6 months following his date of Separation. Any
Participant shall have the right under this Plan, at any time prior to his
death, to designate a Beneficiary, which may be different than the Beneficiary
named under the Current Qualified Plan, for purposes of receiving Benefits under
this Plan payable after his death, or to revoke or change such Beneficiary
designation. In the event that a Participant wishes to exercise such right, he
shall make his Beneficiary designation, revocation or change in such manner as
the Administrator shall prescribe. Such designation, revocation or change is
only for purposes of the payment of death benefits that may be payable under
this Plan. The designation of a different beneficiary for purposes of this Plan
shall only affect the identity of the person or persons entitled to receive
death benefits under this Plan; it shall not affect the amount of Benefits
payable under this Plan, nor shall it affect the time or the form in which
Benefits are payable hereunder. Moreover, if the Participant does not exercise
his right to designate a different Beneficiary for purposes of this Plan, the
Participant's Beneficiary under the Qualified Plan shall also be his Beneficiary
under this Plan. Without limiting the generality of the foregoing, upon the
death of a Deferred Participant, his or her Deferred Benefits shall be paid in
accordance with the provisions of this paragraph.

      4.3 Funding. All amounts paid under this Plan shall be paid in cash from
the general assets of the Company or from such funding vehicle, if any, as the
Company shall establish for this purpose; provided, further, that all assets
paid into any such funding vehicle shall be subject to the terms, conditions,
and limitations set forth in the document(s) establishing such funding vehicle
but which, in any event, shall at all times, prior to payment to a Participant,
remain subject to the general creditors of the Company. The benefits restored
hereunder, including any Deferred Benefits, shall be reflected on the accounting
records of the Company. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust or a
fiduciary relationship of any kind between the Company and a Participant or
other person.

      4.4 Tax Withholding. The Company may withhold or cause to be withheld from
any Benefit payment any federal, state, or local taxes required by law to be
withheld with respect to such payment and such sum as the Company may reasonably
estimate as necessary to cover any taxes for which the Company may be liable and
which may be assessed with regard to such payment.

      4.5 Benefits are Not Compensation. No Benefit accrued or payable hereunder
shall be deemed compensation to the Participant for the purposes of computing
benefits to which such

                                       9



Participant may be entitled under the Qualified Plan, the Current Qualified
Plan, or any other retirement plan or arrangement of the Company for the benefit
of its employees; provided, further, that in the event of a conflict with this
Plan, the terms of each retirement plan or arrangement shall control.

      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).

                      Article V. Deferrals And Investments

      5.1 Elections. Each Eligible Deferral Participant may file a Deferral
Election form with the Administrator and become a Deferred Participant, provided
such filing is made prior to his Final Election Date under Section 2(y)(i).
Notwithstanding anything herein to the contrary, with respect to Post-2004
Deferrals, each Participant who desires to defer all or a portion of the
Participant's Basic Benefit must file an initial Deferral Election form with the
Administrator by December 31, 2006, or, if later, 30 days following the date the
individual first becomes a Participant in the Plan; provided, however, that an
initial Deferral Election filed in the calendar year 2006 may not (i) defer the
distribution of payments that would otherwise be payable in 2006, or (ii)
accelerate any payments into calendar year 2006 that would not have otherwise
been made in 2006. In addition, a Participant may file subsequent Deferral
Election forms prior to the Final Election Date; provided, however, that with
respect to Post-2004 Deferrals, any subsequent Deferral Election, including any
Deferral Election made by a Deferred Participant with respect to Post-2004
Deferrals, (a) will not be effective until 12 months following the date the new
Deferral Election form is filed, (b) must provide for the delay of the Deferral
Payment Date for at least 5 additional years and (c) must not provide for the
accelerated payment of any portion of such Post-2004 Deferrals.

      5.2 Establishment of Deferral Account. The Administrator shall establish a
Deferral Account for each Deferred Participant, (i) to which shall be added the
deferred portion of such Deferred Participant's Basic Benefit effective not less
than thirty (30) days after his Separation, (ii) to which shall be added (or
deducted) Earnings, and (iii) from which shall be deducted Deferred Payments.

      5.3 Earnings Added to Deferral Accounts. Earnings shall be added to each
Deferral Account based on the Deferred Participant's Measurement Preference as
shall be determined by the Administrator in accordance with Rules of General
Application.

      5.4 Investment Direction. Effective as of each Business Day, in accordance
with Rules of General Application, each Deferred Participant may select
investments ("Measurement Preferences") from among the different investment
alternatives which are made available by the Administrator. No actual
investments shall be made by Deferred Participants. The Measurement Preferences
are only for the purpose of determining the Company's payment

                                       10



obligation under Article VI and such Measurement Preferences do not control any
actual investments made by the Company.

      A Deferred Participant may change his Measurement Preferences as of each
Business Day by filing an Investment Election form with the Administrator who
will review and determine whether such direction shall be forwarded, and if the
Administrator elects to follow such direction, he shall notify the Third Party
Recordkeeper. If a Deferred Participant has not filed an Investment Election
form with respect to some or all of the amount in his Deferral Account, he will
be deemed to have elected for such amount to be invested in the Money Market
Fund until the first Business Day with respect to which he has designated an
investment of such amount by filing an Investment Election form.

      Notwithstanding the forgoing, the Administrator shall have the power to
reject some or all of the selections of Measurement Preferences selected by any
one or more Deferred Participants by advising the affected Deferred
Participant(s) in writing of such rejection within five (5) days of receiving an
Investment Election form selecting or changing a Deferred Participant's
Measurement Preferences. If the Administrator rejects as election,
notwithstanding any provision hereof to the contrary, the portion of such
Deferral Account(s) subject to such rejection shall be credited with the
Alternative Earnings Rate until a Measurement Preference is approved.

      5.5 No Guaranty of Deferral. While the Company intends that the Deferral
Election(s) will result in the deferral of the imposition of a federal income
tax on the funds added to a Deferred Participant's Deferral Account until such
time as they actually shall be paid to such Deferred Participant, nothing herein
shall be construed as a promise, guarantee or other representation by the
Company of such tax effect nor, without limitation, shall the Company be liable
for any taxes, penalties or other amounts incurred by any Eligible Deferral
Participant(s) or Deferred Participant(s) in the event it is determined by
applicable authorities that such deferral was not accomplished, and each
Participant who files an Election Form should consult his or her own tax
advisor(s) to determine the tax consequences in his or her specific case, and
their suitability for the filing of such Election Form.

      5.6 Statements. As soon as reasonably possible following each Plan Year,
and at such other times as determined by the Administrator under Rules of
General Application, the Administrator shall furnish each Deferred Participant
with a statement setting forth (i) the amount in his Deferral Account, (ii) the
Earnings added or deducted from his Deferral Account for such period, and (iii)
any deducted charges to, or distributions from, his Deferral Account during such
period.

               Article VI. Distributions to Deferred Participants

      6.1 Form of Deferred Payments. A Deferred Participant's Deferred Payments
may be made or commenced at any time following the date on which they are first
added to his Deferral Account, and may be paid on the date(s) designated and
either in a Lump Sum or in up to fifteen (15) Installment Payments, in each
case, as a Deferred Participant shall select on the Deferral Election in effect
on the Final Election Date preceding the Deferred Payment Date of reference.

                                       11



Subject to Section 5.1, only the last Deferral Election form on or before such
Final Election Date of reference shall be effective.

      6.2 Installment Payments. If a Deferred Participant elects a Deferred
Payment in the form of Installment Payments, each installment shall be equal to
either (i) a fixed amount each year (not in excess of the balance of his Account
at the time of the distribution), with the remaining balance of his Deferral
Account distributed as the final installment; (ii) the product of (w) the
balance of his Deferral Account on the payment date elected by the Participant
in which such payment is made, multiplied by (x) a fraction, the numerator of
which is one (1), and the denominator of which is the total number of
installments originally elected less the number of installments previously paid
plus, in the case of the last Installment Payment, the remaining amount in his
Deferral Account, or (iii) such other method as shall be (y) requested by the
Deferred Participant on the Election Form of reference, and (z) approved by the
Administrator in his sole discretion. Installment Payments shall be paid at such
time during the Plan Year as shall be determined by the Administrator.

      6.3 Change in Control. Notwithstanding any other provision to the
contrary, upon a Change in Control, all Deferred Benefits hereunder (including,
without limitation, Deferred Benefits otherwise payable on a later Deferred
Payment Date, including, again without limitation, any remaining Installment
Payments), shall be distributed to Deferred Participants in a Lump Sum as soon
as reasonably possible, but not more than thirty (30) days, after such Change in
Control. Notwithstanding the foregoing, at any time prior to the date of a
Change in Control, a Deferred Participant may elect to waive, with respect to
Pre-2005 Deferrals (but not Post-2004 Deferrals), the provisions of this Section
6.3 with respect to a designated Change in Control and continue to retain his
Benefits under the Plan as if such Change in Control had not occurred. In
addition, notwithstanding anything herein to the contrary, with respect to
Post-2004 Deferrals, distributions under this Section 6.3 shall only be made
upon the occurrence of Change in Control that qualifies as either a "change in
the ownership" of the Company, a "change in effective control" of the Company or
a "change in the ownership of a substantial portion of the assets" of the
Company, in each case, as defined under the Act or Internal Revenue Service
guidance issued thereunder.

      6.4 Hardship Distribution. Upon the Administrator's determination
(following petition by a Deferred Participant) that a Deferred Participant has
suffered a "severe financial hardship, " the Administrator shall distribute to
such Deferred Participant that portion of such Deferred Participant's Deferred
Benefit as requested by such Deferred Participant and approved by the
Administrator, but in no event shall the Administrator approve a distribution
which is greater than is necessary to relieve the financial hardship. A "severe
financial hardship" means an unforeseeable event resulting from a sudden and
unexplained illness or accident experienced by either a Deferred Participant or
his dependents, the loss of property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond a Deferred Participant's control, which such Deferred Participant can not
satisfy through available or attainable assets. Without limitation, the
definition of severe financial hardship does not include the need to send a
child to college or the desire to purchase a home. The amount of the
distribution will be limited to an amount necessary to satisfy the severe
financial hardship plus amounts necessary to pay taxes reasonably anticipated as
a result of the distribution, after taking into account the extent to which the
hardship is or may be relieved through reimbursement or

                                       12



compensation by insurance or otherwise or by liquidation of the Participant's
assets (to the extent the liquidation would not itself cause severe financial
hardship). The Administrator shall evaluate the facts and circumstances of each
hardship request. A Deferred Participant shall receive a single lump-sum cash
payment of the amount approved by the Administrator as soon as possible
following the Administrator's approval.

      6.5 Accelerated Withdrawal. A Deferred Participant may request
distribution of a portion (not less than $1,000) of that portion of his Deferred
Benefit that relates to Pre-2005 Deferrals before its Deferred Payment Date. If
such request is approved by the Administrator, which approval may be granted or
withheld at the sole discretion of the Administrator, an amount equal to ten
percent (10%)of the amount withdrawn shall be deducted from such Deferred
Participant's Deferral Account and irrevocably forfeited. The amount forfeited
shall inure to the benefit of the Company in the manner determined by the
Administrator. Notwithstanding anything herein to the contrary, this Section 6.5
shall not apply to Post-2004 Deferrals.

                          Article VII. Administration

      7.1 Administration. The Plan shall be administered by the Company, who may
delegate that responsibility to any one or more persons or committees. If more
than one person is acting as Administrator, a majority of the members shall
constitute a quorum and the acts of a majority of the members present, or acts
approved in writing by a majority of the members without a meeting, shall be the
acts of the Administrator. The Administrator shall have the authority which is
expressly stated in this Plan as vested in the Administrator, and authority to
make rules to administer and interpret the Plan, to decide questions arising
under the Plan, and to take such other action as may be appropriate to carry out
the purposes of the Plan.

      7.2 Finality of Determination. The determination of the Administrator as
to any disputed questions arising under this Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon all
persons. Without limitation, the Board of Directors' determinations as to which
persons are Category I Participants and Category II Participants, the specific
benefits which shall be restored to each such Participant, and the vehicle, if
any, to be used to fund such restorations of benefits shall be final, binding
and conclusive upon all persons.

      7.3 Expenses. The expenses of administering the Plan shall be borne by the
Company.

      7.4 Indemnification and Exculpation. The members of the Board of
Directors, the Administrator, and officers, directors, and employees of the
Company shall be indemnified and held harmless by the Company against and from
any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written approval) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding. The foregoing provision shall

                                       13



not be applicable to any person if the loss, cost, liability, or expense is due
to such person's gross negligence or willful misconduct.

                Article VIII. Merger, Amendment, and Termination

      8.1 Merger, Consolidation. In the event of a merger, consolidation, or
acquisition where the Company is not the surviving corporation, this Plan will
terminate unless the successor or acquiring corporation shall elect to continue
and carry on the Plan; provided, however, that if the transaction does not
qualify as either a "change in the ownership" of the Company, a "change in
effective control" of the Company or a "change in the ownership of a substantial
portion of the assets" of the Company, in each case, as defined under the Act or
Internal Revenue Service guidance issued thereunder, such Plan termination shall
not result in the acceleration of payment of any Post-2004 Deferral unless
otherwise permitted under the Act.

      8.2 Claims Procedure. The Administrator will make all determinations as to
the rights of any employee, Participant, Beneficiary or other person under the
terms of this Plan. Any employee, Participant, Beneficiary, or person claiming
under them, may make a claim for benefits under this Plan by filing written
notice with the Administrator setting forth the substance of the claim. If a
claim is wholly or partially denied, the claimant will have the opportunity to
appeal the denial upon filing with the Administrator a written request for
review within 60 days after receipt of notice of denial. Denial of a claim or a
decision on review will be made in writing the Administrator and delivered to
the claimant within 60 days after receipt of the claim or request for review,
unless special circumstances require an extension of time for processing the
claim or review, in which event the such person's decision must be made as soon
as possible thereafter but not beyond an additional 60 days. If no action on an
initial claim is taken within 120 days, the claims will be deemed denied for
purposes of permitting the claimant to proceed to the review stage. The denial
of a claim or the decision on review will specify the reasons for the denial or
decision , the pertinent Plan provisions upon which the denial or decision is
based, a description of any additional material or information necessary to
perfect the claim and an explanation of, \why such information is necessary, if
applicable, and a description of the Plan's review procedures and the time
limits applicable thereto, including a statement of the claimant's rights under
Section 502(a) of ERISA following an adverse benefits determination on review.
The denial of a claim will also include a description of any additional material
or information necessary for the claimant to perfect the claim and an
explanation of the claim review procedure herein described. Within 60 days after
receiving a denial, the claimant or his authorized representative may appeal the
decision by requesting a review by writing the Administrator.

      On appeal, the claimant may submit in writing any comments or issues with
respect to the claim and/or any additional documents or information not
considered during the initial review and, upon request and free of charge, the
claimant will be provided access to and copies of all documents, records and
other information relevant to the claim. On appeal, the Administrator will not
give deference to the initial adverse benefit determination. A decision on
appeal will normally be given within 60 days after the receipt of the appeal. If
special circumstances warrant an extension as determined by the Administrator in
its sole discretion, then the decision will be made no later than 120 days after
receipt of the appeal. If an extension is required, the claimant will be
provided a written notice of the extension that shall indicate the special
circumstances requiring the extension and the date by which the Administrator
expects to render

                                       14



its final decision. The Administrator's decision on appeal shall be final and
binding on all parties. If a claimant's appeal is denied in whole or in part,
the notice of the decision on appeal shall include the specific reasons for the
denial and reference to the relevant Plan provisions on which the denial was
based, a statement that, upon request and free of charge, the claimant may
review and copy all documents, records and other information relevant to the
claim for benefits and the claimant's rights under Section 502(a) of ERISA.

      The Administrator will serve as an agent for service of legal process with
respect to the Plan unless the Company, through written resolution, appoints
another agent.

      8.3 Securities Laws. The Plan intends to comply with and be exempt under
the Securities Act of 1933, as amended. The Deferred Participants under the Plan
are final purchasers and not underwriters or conduits to other beneficial owners
or subsequent purchasers.

      8.4 Amendment and Termination. The Company, through its Board of
Directors, may in its discretion amend the Plan from time-to-time. Specifically,
termination of the Plan shall require the approval of the Board of Directors of
the Company. Notwithstanding anything herein to the contrary, the Company hereby
delegates to its executive officers the authority to make any amendment (i) that
does not increase the benefit costs of the Plan to the Company by more than 1%
of the Plan's prior calendar year financial statement expense or (ii) that is
necessary or desirable in order to have it conform to the provisions and
requirements of the Code, AJCA or any other applicable law.

      In the event of an amendment or termination of the Plan pursuant to this
Section or Section 8.1, the Benefits accrued hereunder, prior to the later of
the date of adoption, or the effective date, of the amendment shall continue to
be an obligation of the Company, and shall be paid not later than the date(s)
provided hereunder immediately prior to the later of the date of adoption, or
the effective date, of the amendment; and provided further, without limitation,
that, with respect to Pre-2005 Deferrals and with respect to Post-2004 Deferrals
to the extent permitted by the Act without the imposition of any additional
taxes or penalties under the Act, such amounts may be paid earlier, with
actuarial reductions based on the actuarial assumptions in the Qualified Plan,
in the sole discretion of the Administrator.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officers on ________ day of _________________, 2006.

                                        ABF FREIGHT SYSTEM, INC.

                                        By:  ___________________________________

ATTEST:

                                       15

EX-10.4

EXHIBIT 10.4

                                  DATA-TRONICS

                            SUPPLEMENTAL BENEFIT PLAN

              AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005


                                                                               .
                                                                               .
                                                                               .

                                  DATA-TRONICS
                            SUPPLEMENTAL BENEFIT PLAN
                                TABLE OF CONTENTS



                                                                                  Page
                                                                                  ----
                                                                               
Article I. Establishment and Purpose............................................    1
       1.1    Establishment.....................................................    1
       1.2    Purpose...........................................................    1
Article II. Definitions and Construction........................................    1
       2.1    Definitions.......................................................    1
              (a)   "Act".......................................................    1
              (b)   "Administrator".............................................    1
              (c)   "Alternative Earnings Rate".................................    1
              (d)   "Basic Benefit".............................................    1
              (e)   "Benefit"...................................................    2
              (f)   "Beneficiary"...............................................    2
              (g)   "Board of Directors"........................................    2
              (h)   "Business Day"..............................................    2
              (i)   "Category I Participant"....................................    2
              (j)   "Category II Participant"...................................    2
              (k)   "Change in Control".........................................    2
              (l)   "Code"......................................................    3
              (m)   "Company"...................................................    3
              (n)   "Current Qualified Plan"....................................    4
              (o)   "Deferral Account"..........................................    4
              (p)   "Deferral Election".........................................    4
              (q)   "Deferred Benefit"..........................................    4
              (r)   "Deferred Participant"......................................    4
              (s)   "Deferred Payment(s)".......................................    4
              (t)   "Deferred Payment Date".....................................    4
              (u)   "Disability"................................................    4
              (v)   "Earnings"..................................................    4
              (w)   "Election Form".............................................    4
              (x)   "Eligible Deferral Participant".............................    4
              (y)   "Final Election Date".......................................    5
              (z)   "Installment Payment".......................................    5
              (aa)  "Investment Election".......................................    5
              (bb)  "Lump Sum"..................................................    5
              (cc)  "Money Market Fund".........................................    5
              (dd)  "Participant"...............................................    5
              (ee)  "Plan"......................................................    5
              (ff)  "Plan Year".................................................    5
              (gg)  "Post-2004 Deferrals".......................................    5
              (hh)  "Pre-2005 Deferrals"........................................    5


                                       i


                                                                               
              (ii)  "Qualified Plan"............................................    6
              (jj)  "Rules of General Application"..............................    6
              (kk)  "Separates" or "Separation".................................    6
              (ll)  "Special Restored Compensation".............................    6
              (mm)  "Specified Employee"........................................    6
              (nn)  "Statutory Limitations".....................................    6
              (oo)  "Third-Party Recordkeeper"..................................    6
              (pp)  "VSP".......................................................    6
       2.2    Gender and Number.................................................    6
       2.3    Severability......................................................    7
       2.4    Applicable Law....................................................    7
       2.5    Plan Not an Employment Contract...................................    7
Article III. Participation......................................................    7
       3.1    Participation.....................................................    7
Article IV. Benefit and Payment.................................................    7
       4.1    Benefit...........................................................    7
       4.2    Payment...........................................................    9
       4.3    Funding...........................................................    9
       4.4    Tax Withholding...................................................    9
       4.5    Benefits are Not Compensation.....................................   10
       4.6    Nontransferability................................................   10
Article V. Deferrals And Investments............................................   10
       5.1    Elections.........................................................   10
       5.2    Establishment of Deferral Account.................................   10
       5.3    Earnings Added to Deferral Accounts...............................   10
       5.4    Investment Direction..............................................   10
       5.5    No Guaranty of Deferral...........................................   11
       5.6    Statements........................................................   11
Article VI. Distributions to Deferred Participants..............................   11
       6.1    Form of Deferred Payments.........................................   11
       6.2    Installment Payments..............................................   12
       6.3    Change in Control.................................................   12
       6.4    Hardship Distribution.............................................   12
       6.5    Accelerated Withdrawal............................................   13
Article VII. Administration.....................................................   13
       7.1    Administration....................................................   13
       7.2    Finality of Determination.........................................   13
       7.3    Expenses..........................................................   13
       7.4    Indemnification and Exculpation...................................   13
Article VIII. Merger, Amendment, and Termination................................   14
       8.1    Merger, Consolidation.............................................   14
       8.2    Claims Procedure..................................................   14
       8.3    Securities Laws...................................................   15
       8.4    Amendment and Termination.........................................   15




                                       ii


                                  DATA-TRONICS
                            SUPPLEMENTAL BENEFIT PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

                      Article I. Establishment and Purpose

      1.1 Establishment. Data-Tronics Corp. established the Data-Tronics
Supplemental Benefit Plan (the "PLAN") effective as of January 1, 1992 (the
"EFFECTIVE DATE"), and hereby amends and restates it (except as otherwise herein
provided) as of January 1, 2005.

      1.2 Purpose. The purpose of this Plan is to provide (i) a restoration of
benefits of Category I Participants which were lost under the Qualified Plan (x)
because of amendments which were adopted, and Statutory Limitations imposed,
subsequent to 1985, and (y) by reason of voluntary contributions to the VSP; and
(ii) a restoration of benefits of Category II Participants which were lost under
the Current Qualified Plan solely by reason of voluntary contributions to the
VSP.

            The purpose of this amendment and restatement of the Plan is to
comply with the provisions of the American Jobs Creation Act of 2004 (the "Act")
in order to avoid immediate taxation of amounts deferred hereunder, and the Plan
will be interpreted accordingly. With respect to Pre-2005 Deferrals, the Plan
shall be interpreted so as to avoid having such Pre-2005 Deferrals subject to
the Act.

            Notwithstanding anything herein to the contrary, (i) the Plan shall
be closed to new Participants from and after December 16, 2005; (ii) benefits
payable to existing Category II Participants shall only take into account
amounts deferred under the VSP (as defined below) on or before December 31,
2006; and (iii) the Benefits payable hereunder shall be subject to the maximum
caps set forth in Exhibit B hereto.

                    Article II. Definitions and Construction

      2.1 Definitions. Whenever used in the Plan, the following terms shall have
the meanings set forth below unless the context otherwise requires, and when the
defined meaning is intended, the term is capitalized.

            (a) "ACT" shall mean the American Jobs Creation Act of 2004, as it
      may be amended, and any guidance issued thereunder by the Internal Revenue
      Service and the Department of the Treasury.

            (b) "ADMINISTRATOR" shall mean the Company, or a person(s) appointed
      by the Company, and without limitation the Administrator shall be
      primarily responsible for the administration of the Deferral Accounts and
      matters relating thereto.

            (c) "ALTERNATIVE EARNINGS RATE" shall mean the Earnings of the Money
      Market Fund for the period of reference.

            (d) "BASIC BENEFIT" shall mean the amount determined under Section
      4.1 at the time of reference.

                                       1


            (e) "BENEFIT" shall mean the Basic Benefit and the Deferred Benefit,
      collectively; provided, further, that where it is necessary or appropriate
      to distinguish between those two classes of Benefits, reference shall be
      made to the specific class. However, notwithstanding anything to the
      contrary herein, a Participant's combined Basic Benefit and Deferred
      Benefit shall in no event ever exceed the maximum Benefit for such
      Participant's employment classification as specified in Exhibit B hereto.

            (f) "BENEFICIARY" means the person or persons designated by the
      Participant pursuant to Section 4.2 hereof; provided, further, and without
      limitation, that references herein to Participant shall be deemed to be
      references to Beneficiary after the death of the Participant and before
      all Benefits are paid to the Beneficiary, except that the Beneficiary
      shall have no right to deferral, and instead will receive a lump sum
      distribution of all Benefits hereunder within a reasonable time subsequent
      to the death of the Participant.

            (g) "BOARD OF DIRECTORS" means the board of directors of the
      Company.

            (h) "BUSINESS DAY" shall mean a day on which the New York Stock
      Exchange is operating.

            (i) "CATEGORY I PARTICIPANT" shall mean each employee of the Company
      who is listed on Exhibit A. Notwithstanding anything herein to the
      contrary, only those individuals who were Category I Participants as of
      December 16, 2005 shall be eligible to participate in the Plan as a
      Category I Participant.

            (j) "CATEGORY II PARTICIPANT" shall mean each employee of the
      Company who is eligible to participate in the VSP, but who is not a
      Category I Participant; provided, further, that if a Category II
      Participant becomes a Category I Participant on or before December 16,
      2005, his Benefits hereunder shall be calculated as though he had been a
      Category I Participant from his most recent date of hire by the Company.
      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. Notwithstanding anything herein
      to the contrary, only those individuals who were Category II Participants
      as of December 16, 2005 shall be eligible to participate in this Plan as a
      Category II Participant.

            (k) "CHANGE IN CONTROL" shall mean the earliest date on which any of
      the following events shall occur:

                  (i) there shall be consummated any consolidation or merger of
            the Company in which the Company is not the continuing or surviving
            corporation or pursuant to which the Company's common stock would be
            converted into cash, securities, or other property, or any lease,
            exchange or other transfer (excluding transfer by way of pledge or
            hypothecation), in one transaction or a series of related
            transactions, of all, or substantially all, of the assets of the
            Company, other than any such consolidation, merger, lease, exchange
            or transfer in which the Company, or any of its affiliates, or the
            holders of the Company's common stock

                                       2


            immediately prior to any such actions have at least a fifty-one
            percent (51%) ownership of the surviving corporation after the
            consolidation or merger of the entity to which such assets are
            transferred, leased, exchanged or otherwise transferred.

                  (ii) the shareholders of the Company approve any plan or
            proposal for the liquidation or dissolution of the Company.

                  (iii) any "person" (as such is defined in Section 3(a)(9) or
            Section 13(d)(3) under the Securities Exchange Act of 1934 [the
            "1934 Act"]) or any "group" (as such term is used in Rule 13d-5
            promulgated under the 1934 Act) other than the Company or any
            successor of the Company or any subsidiary of the Company or any
            employee benefit plan of the Company or any subsidiary (including
            such plan's trustee), becomes a beneficial owner for purposes of
            Rule 13d-3 promulgated under the 1934 Act, directly or indirectly,
            of securities of the Company represented thirty-five percent (35%)
            or more of the Company's then outstanding securities having the
            right to vote in the election of directors.

                  (iv) if at any time the Continuing Directors then serving on
            the Board of Directors cease for any reason to constitute at least a
            majority thereof.

            "CONTINUING DIRECTOR" shall mean a Director of the Company who
            either (A) is a Director of the Company on the date hereof, or (B)
            whose initial appointment or initial nomination for election or
            election by the Company's shareholders was approved by a majority of
            the Continuing Directors (including any successors elected pursuant
            to this Subsection (iv)) then on the Company Board of Directors.

                  (v) any person or group (as defined in Subsection (iii) above)
            commences a tender offer or exchange offer for all or less than all
            of the share of the Company's issued and outstanding common stock
            that would result in, upon the consummation of such offer, the
            person or group, together with all of its or their affiliates,
            beneficially owning 25% or more of the Company's common stock, and
            which offer does not include a binding written commitment by the
            offeror to purchase any shares that are not tendered or exchanged
            for the same cash consideration (or in the event of any exchange
            offer, the cash equivalent of the fair market value of the
            securities or their property offered in the exchange, as determined
            by the Company's Board of Directors in its sole discretion) within
            90 days following the consummation of the tender or exchange offer;
            provided, however, that if the tender offer or exchange offer that
            would have otherwise resulted in a Change in Control is canceled,
            terminated withdrawn or otherwise not consummated, such offer shall
            be deemed never to have been made and no Change in Control shall be
            deemed to have occurred.

            (l) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

            (m) "COMPANY" means Data-Tronics Corp.

                                       3


            (n) "CURRENT QUALIFIED PLAN" shall mean the Qualified Plan as
      amended and/or restated, and in effect, at each date of reference.

            (o) "DEFERRAL ACCOUNT" shall mean the account to which each Eligible
      Deferral Participant's Basic Benefit is added as a result of such Eligible
      Deferral Participant's Deferral Election.

            (p) "DEFERRAL ELECTION" shall mean the Election Form filed by an
      Eligible Deferral Participant to defer the payment of some or all of his
      Basic Benefit to a specified Deferred Payment Date(s).

            (q) "DEFERRED BENEFIT" shall mean the amount added to a Deferred
      Participant's Deferral Account at each time of reference.

            (r) "DEFERRED PARTICIPANT" shall mean an Eligible Deferral
      Participant who has filed a timely Deferral Election form, and has not
      been paid all of his Deferred Benefit at the time of reference; provided,
      further, without limitation, that a Deferred Participant shall also be
      either a Category I Participant or a Category II Participant.

            (s) "DEFERRED PAYMENT(S)" shall mean payment(s) of a Deferred
      Participant's Deferred Benefit in the form selected by the Deferred
      Participant.

            (t) "DEFERRED PAYMENT DATE" shall mean, with respect to each
      Deferred Participant, the date as of which his Deferred Payment of
      reference is made.

            (u) "DISABILITY" shall, with respect to Post-2004 Deferrals, be
      deemed to occur if (a) the Administrator determines that the Participant
      is unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, or (b) the Participant is, by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, receiving income replacement benefits for a
      period of not less than 3 months under an accident and health plan
      covering the employees of the Company.

            (v) "EARNINGS" shall mean the amounts notationally added or deducted
      from a Deferred Participant's Deferral Account (including, without
      limitation, unrealized appreciation or depreciation) based on his
      Measurement Preferences as determined by the Administrator under Rules of
      General Application.

            (w) "ELECTION FORM" shall mean, collectively, a Deferral Election
      form, and an Investment Election form; provided, further, that where it is
      necessary or appropriate to distinguish between those two types of forms,
      reference shall be made to the specific form.

            (x) "ELIGIBLE DEFERRAL PARTICIPANT" shall mean each Participant (i)
      who Separates after age 55 and who, at such date of Separation, has
      completed 10 or more

                                       4


      "Years of Vesting Service" as defined in the Qualified Plan, (ii) whose
      Separation is not by reason of death, and (iii) whose Basic Benefit
      exceeds $5,000.

            (y) "FINAL ELECTION DATE" shall mean, subject to Section 5.1, (i) in
      the case of the deferral of an Eligible Deferral Participant's Basic
      Benefit, the later of (x) January 15, 2000, and (y) the 365th day prior to
      such Eligible Deferral Participant's date of Separation; provided,
      further, that where a Participant suffers an involuntary Separation, as
      determined by the Administrator in its sole discretion, the final filing
      date shall be the date described in (y) above if a Deferral Election form
      is filed on that date, and otherwise shall be the first date thereafter
      (but prior to Separation) on which a Deferral Election form is filed, and
      (ii) in the case of a Deferred Participant with respect to any Deferred
      Payment(s), the 365th day prior to the Deferred Payment Date of such
      Deferred Payment(s), in either case, provided that payments do not
      commence prior to 12 months after the date the Deferral Election form is
      filed.

            (z) "INSTALLMENT PAYMENT" shall mean an annual distribution, in
      cash, of a Deferred Participant's Deferred Benefit over a period of years
      as provided for in Sections 6.1 and 6.2.

            (aa) "INVESTMENT ELECTION" shall mean the Election Form filed by a
      Deferred Participant on which he selects his or her Measurement
      Preferences, as described in Section 5.4.

            (bb) "LUMP SUM" shall mean a single distribution, in cash, of a
      Participant's Basic Benefit, or Deferred Benefit, or both.

            (cc) "MONEY MARKET FUND" shall mean the fund which is a Measurement
      Preference, which is composed primarily of debt instruments, and which the
      Administrator determines to have the least risk to principal of all of the
      Measurement Preferences.

            (dd) "PARTICIPANT" means, individually and collectively, a Category
      I Participant and a Category II Participant; provided, further, that where
      it is necessary or appropriate to distinguish between those two classes of
      Participant, reference shall be made to the specific class.

            (ee) "PLAN" means this Data-Tronics Supplemental Benefit Plan, as
      amended from time to time.

            (ff) "PLAN YEAR" means the 12-month period beginning January 1 and
      ending December 31.

            (gg) "POST-2004 DEFERRALS" shall mean that portion of each
      Participant's Basic Benefit that is not Pre-2005 Deferrals, including any
      such amounts that are deferred under Article V of the Plan and any
      Earnings thereon.

            (hh) "PRE-2005 DEFERRALS" shall mean that portion of each
      Participant's Basic Benefit that was both "earned and vested" (within the
      meaning of Section 409A of the

                                       5


      Internal Revenue Code of 1986, as amended (the "Code")) as of December 31,
      2004 (calculated in accordance with Section 409A of the Code and any
      Treasury Regulations promulgated thereunder), including any such amounts
      that are deferred under Article V of the Plan and any Earnings thereon.

            (ii) "QUALIFIED PLAN" means the Data-Tronics Retirement Plan as
      amended and restated effective January 1, 1985, and as amended from time
      to time to the extent such amendments increase benefits, including,
      without limitation, its effective amendment and restatement when merged
      into the Arkansas Best Corporation Retirement Plan (a/k/a Arkansas Best
      Corporation Pension Plan) , and as that Plan is amended from time to time
      to the extent such amendments increase benefits.

            (jj) "RULES OF GENERAL APPLICATION" shall mean those rules
      promulgated by the Administrator, in its sole discretion, from time to
      time with respect to the matter of reference, but which will be applied in
      a similar manner to Participants similarly situated.

            (kk) "SEPARATES" or "SEPARATION" or similar shall mean a
      Participant's termination of employment with the Company or any affiliate
      of the Company for any reason (including death or disability); provided
      that, with respect to Post-2004 Deferrals, such terms shall have such
      meaning as provided under the Act.

            (ll) "SPECIAL RESTORED COMPENSATION" shall mean, the amount, if any,
      of the compensation of a Category II Participant (i) which is deferred in
      accordance with the terms of the VSP on or before December 31, 2006, and
      (ii) which, if not for such deferral, would have increased such Category
      II Participant's Average Monthly Compensation as defined in the Current
      Qualified Plan at the time of reference. Compensation deferred in
      accordance with the VSP on or after January 1, 2007 shall not be taken
      into account in determining a Category II Participant's Benefit.

            (mm) "SPECIFIED EMPLOYEE" shall mean a "specified employee" of the
      Arkansas Best Corporation as defined in the Act.

            (nn) "STATUTORY LIMITATIONS" shall mean (i) the coverage and benefit
      requirements the Qualified Plan must satisfy in order to comply with the
      nondiscrimination requirements of the Code, and (ii) the compensation and
      benefits limitations which are imposed on the Qualified Plan under Section
      401(a)(17) and Section 415 of the Code, and the regulations promulgated
      thereunder.

            (oo) "THIRD-PARTY RECORDKEEPER" shall mean the person or entity
      selected by the Administrator to maintain the records necessary to the
      administration of the Investment Elections.

            (pp) "VSP" shall mean the Arkansas Best Corporation Voluntary
      Savings Plan, as now or hereafter in effect.

      2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in the Plan shall also include the feminine
gender and the neuter gender, and the definition of any term in the singular
shall also include the plural.

                                       6


      2.3 Severability. In the event any provision of the Plan shall be held
invalid or illegal for any reason, any illegality or invalidity shall not affect
the remaining parts of the Plan, but the Plan shall be construed and enforced as
if the illegal or invalid provision had never been inserted, and the Company
shall have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.

      2.4 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Arkansas.

      2.5 Plan Not an Employment Contract. This Plan is not an employment
contract. It does not give to any person the right to be continued in
employment, and all employees remain subject to change of salary, transfer,
change of job, discipline, layoff, discharge, or any other change of employment
status.

                           Article III. Participation

      3.1 Participation. Participation in this Plan shall be limited to those
persons (i) who are Participants on December 16, 2005.

                        Article IV. Benefit and Payment

      4.1 Benefit.

            (a) Benefits of Category I Participants. The Basic Benefits payable
      to a Category I Participant under this Plan shall be equal to the
      actuarial equivalent of the excess, if any, of (i) the benefits which
      would be payable to the Category I Participant under the Qualified Plan if
      the provisions of the Qualified Plan were administered (x) without regard
      to the maximum benefit limitations of Section 415 of the Code, and (y)
      without regard to the limitation imposed by Section 401(a)(17)of the Code,
      over (ii) the benefits which are actually payable to such person under the
      Current Qualified Plan, with the benefits in both (i) and (ii) being
      computed as of the date the Category I Participant Separates, but in no
      event, when combined with the Participant's Deferred Benefit, more than
      the maximum amount specified in Exhibit B hereto for such Participant's
      employment classification. Without limitation, the amount described in
      "(i)" shall be determined as if the Qualified Plan's definition of
      Compensation were amended by (iii) deleting all direct or indirect
      references to the provisions of Section 401(a)(17) of the Code, (iv)
      adding thereto a provision which would cause the Qualified Plan's
      definition of Compensation to include all amounts which a Category I
      Participant shall contribute to the VSP as a Compensation Deferral
      Contribution (as defined in the VSP); and (v) applying the Qualified
      Plan's definition of Compensation so as to reflect the historical intent
      and practice of excluding all income which the Company considered as not
      subject to FICA tax, including without limitation, the exclusion of all
      income from the exercise of stock options and vesting of restricted stock.
      Basic Benefits payable under this Plan shall be computed in accordance
      with the foregoing and with the objective that, subject to the maximum
      Benefit caps specified in Exhibit B hereto, the Category I Participant
      should receive under this Plan and the Current Qualified Plan that total
      amount which would have been payable to the Category I Participant solely
      under

                                       7


      the Qualified Plan had Section 415 and Section 401(a)(17) of the Code not
      been applicable thereto, and had he not elected to make Compensation
      Deferral Contribution(s) as defined in the VSP; provided, however, that it
      is not intended that there be any service or compensation credited under
      more than one supplemental benefit plan and no Category I Participant
      shall receive Basic Benefits from this Plan with respect to service and
      compensation to the extent, as determined by the Administrator in its sole
      discretion, he receives benefits with respect thereto under the ABF
      Freight System, Inc. Supplemental Benefit Plan or the Arkansas Best
      Corporation Supplemental Benefit Plan.

            (b) Benefit of Category II Participants. The Basic Benefits payable
      to a Category II Participant under this Plan shall be equal to the
      actuarial equivalent of the excess, if any, of the benefits which would be
      payable to the Category II Participant (i) under the Current Qualified
      Plan, if the Current Qualified Plan's definition of Compensation (without
      limitation, determined by the application described in Section 4.1 (a)(v))
      included the Special Restored Compensation, if any, of such Category II
      Participant, over (ii) the benefits which are actually payable to such
      Category II Participant under the Current Qualified Plan, with both
      benefits being computed as of the date the Category II Participant
      Separates, but in no event, when combined with the Participant's Deferred
      Benefit, more than the maximum amount specified in Exhibit B hereto for
      such Participant's employment classification. Basic Benefits of each
      Category II Participant payable under this Plan shall be computed in
      accordance with the foregoing, and with the objective that, subject to the
      maximum Benefit caps specified in Exhibit B hereto, the Category II
      Participant should receive under this Plan and the Current Qualified Plan
      that total amount which would have been payable to the Category II
      Participant solely under the Current Qualified Plan (calculated, without
      limitation, by recognizing and applying the limitations of Section 415 and
      Section 401(a)(17) of the Code) if he had not incurred a Compensation
      Deferral Contribution as defined in the VSP on or before December 31,
      2006; provided, however, that it is not intended that there be any Special
      Restored Compensation credited under more than one supplemental benefit
      plan and no Category II Participant shall receive Basic Benefits from this
      Plan to the extent he receives benefits under the ABF Freight System, Inc.
      Supplemental Benefit Plan or the Arkansas Best Corporation Supplemental
      Benefit Plan. In addition, amounts contributed to the VSP on or after
      January 1, 2007, shall not be taken into account in determining a Category
      II Participant's Basic Benefit.

            (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

                                       8


      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.

      4.2 Payment. Except as provided with respect to Deferred Participants (see
Sections 6.1 and 6.2), any Basic Benefit payable hereunder shall be paid to a
Participant in the form of a single Lump Sum cash payment within a reasonable
time after his date of Separation; provided, however, that if a Participant is a
Specified Employee and Participant's Separation did not result from
Participant's death or Disability, Participant's Post-2004 Deferrals may not be
distributed until at least 6 months following his date of Separation. Any
Participant shall have the right under this Plan, at any time prior to his
death, to designate a Beneficiary, which may be different than the Beneficiary
named under the Current Qualified Plan, for purposes of receiving Benefits under
this Plan payable after his death, or to revoke or change such Beneficiary
designation. In the event that a Participant wishes to exercise such right, he
shall make his Beneficiary designation, revocation or change in such manner as
the Administrator shall prescribe. Such designation, revocation or change is
only for purposes of the payment of death benefits that may be payable under
this Plan. The designation of a different beneficiary for purposes of this Plan
shall only affect the identity of the person or persons entitled to receive
death benefits under this Plan; it shall not affect the amount of Benefits
payable under this Plan, nor shall it affect the time or the form in which
Benefits are payable hereunder. Moreover, if the Participant does not exercise
his right to designate a different Beneficiary for purposes of this Plan, the
Participant's Beneficiary under the Qualified Plan shall also be his Beneficiary
under this Plan. Without limiting the generality of the foregoing, upon the
death of a Deferred Participant, his or her Deferred Benefits shall be paid in
accordance with the provisions of this paragraph.

      4.3 Funding. All amounts paid under this Plan shall be paid in cash from
the general assets of the Company or from such funding vehicle, if any, as the
Company shall establish for this purpose; provided, further, that all assets
paid into any such funding vehicle shall be subject to the terms, conditions,
and limitations set forth in the document(s) establishing such funding vehicle
but which, in any event, shall at all times, prior to payment to a Participant,
remain subject to the general creditors of the Company. The benefits restored
hereunder, including any Deferred Benefits, shall be reflected on the accounting
records of the Company. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust or a
fiduciary relationship of any kind between the Company and a Participant or
other person.

      4.4 Tax Withholding. The Company may withhold or cause to be withheld from
any Benefit payment any federal, state, or local taxes required by law to be
withheld with respect to such payment and such sum as the Company may reasonably
estimate as necessary to cover any taxes for which the Company may be liable and
which may be assessed with regard to such payment.

                                       9


      4.5 Benefits are Not Compensation. No Benefit accrued or payable hereunder
shall be deemed compensation to the Participant for the purposes of computing
benefits to which such Participant may be entitled under the Qualified Plan, the
Current Qualified Plan, or any other retirement plan or arrangement of the
Company for the benefit of its employees; provided, further, that in the event
of a conflict with this Plan, the terms of each retirement plan or arrangement
shall control.

      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).

                      Article V. Deferrals And Investments

      5.1 Elections. Each Eligible Deferral Participant may file a Deferral
Election form with the Administrator and become a Deferred Participant, provided
such filing is made prior to his Final Election Date under Section 2(y)(i).
Notwithstanding anything herein to the contrary, with respect to Post-2004
Deferrals, each Participant who desires to defer all or a portion of the
Participant's Basic Benefit must file an initial Deferral Election form with the
Administrator by December 31, 2006, or, if later, 30 days following the date the
individual first becomes a Participant in the Plan; provided, however, that an
initial Deferral Election filed in the calendar year 2006 may not (i) defer the
distribution of payments that would otherwise be payable in 2006, or (ii)
accelerate any payments into calendar year 2006 that would not have otherwise
been made in 2006. In addition, a Participant may file subsequent Deferral
Election forms prior to the Final Election Date; provided, however, that with
respect to Post-2004 Deferrals, any subsequent Deferral Election, including any
Deferral Election made by a Deferred Participant with respect to Post-2004
Deferrals, (a) will not be effective until 12 months following the date the new
Deferral Election form is filed, (b) must provide for the delay of the Deferral
Payment Date for at least 5 additional years and (c) must not provide for the
accelerated payment of any portion of such Post-2004 Deferrals.

      5.2 Establishment of Deferral Account. The Administrator shall establish a
Deferral Account for each Deferred Participant, (i) to which shall be added the
deferred portion of such Deferred Participant's Basic Benefit effective not less
than thirty (30) days after his Separation, (ii) to which shall be added (or
deducted) Earnings, and (iii) from which shall be deducted Deferred Payments.

      5.3 Earnings Added to Deferral Accounts. Earnings shall be added to each
Deferral Account based on the Deferred Participant's Measurement Preference as
shall be determined by the Administrator in accordance with Rules of General
Application.

      5.4 Investment Direction. Effective as of each Business Day, in accordance
with Rules of General Application, each Deferred Participant may select
investments ("Measurement Preferences") from among the different investment
alternatives which are made available by the Administrator. No actual
investments shall be made by Deferred Participants. The

                                       10


Measurement Preferences are only for the purpose of determining the Company's
payment obligation under Article VI and such Measurement Preferences do not
control any actual investments made by the Company.

      A Deferred Participant may change his Measurement Preferences as of each
Business Day by filing an Investment Election form with the Administrator who
will review and determine whether such direction shall be forwarded, and if the
Administrator elects to follow such direction, he shall notify the Third Party
Recordkeeper. If a Deferred Participant has not filed an Investment Election
form with respect to some or all of the amount in his Deferral Account, he will
be deemed to have elected for such amount to be invested in the Money Market
Fund until the first Business Day with respect to which he has designated an
investment of such amount by filing an Investment Election form.

      Notwithstanding the forgoing, the Administrator shall have the power to
reject some or all of the selections of Measurement Preferences selected by any
one or more Deferred Participants by advising the affected Deferred
Participant(s) in writing of such rejection within five (5) days of receiving an
Investment Election form selecting or changing a Deferred Participant's
Measurement Preferences. If the Administrator rejects as election,
notwithstanding any provision hereof to the contrary, the portion of such
Deferral Account(s) subject to such rejection shall be credited with the
Alternative Earnings Rate until a Measurement Preference is approved.

      5.5 No Guaranty of Deferral. While the Company intends that the Deferral
Election(s) will result in the deferral of the imposition of a federal income
tax on the funds added to a Deferred Participant's Deferral Account until such
time as they actually shall be paid to such Deferred Participant, nothing herein
shall be construed as a promise, guarantee or other representation by the
Company of such tax effect nor, without limitation, shall the Company be liable
for any taxes, penalties or other amounts incurred by any Eligible Deferral
Participant(s) or Deferred Participant(s) in the event it is determined by
applicable authorities that such deferral was not accomplished, and each
Participant who files an Election Form should consult his or her own tax
advisor(s) to determine the tax consequences in his or her specific case, and
their suitability for the filing of such Election Form.

      5.6 Statements. As soon as reasonably possible following each Plan Year,
and at such other times as determined by the Administrator under Rules of
General Application, the Administrator shall furnish each Deferred Participant
with a statement setting forth (i) the amount in his Deferral Account, (ii) the
Earnings added or deducted from his Deferral Account for such period, and (iii)
any deducted charges to, or distributions from, his Deferral Account during such
period.

               Article VI. Distributions to Deferred Participants

      6.1 Form of Deferred Payments. A Deferred Participant's Deferred Payments
may be made or commenced at any time following the date on which they are first
added to his Deferral Account, and may be paid on the date(s) designated and
either in a Lump Sum or in up to fifteen (15) Installment Payments, in each
case, as a Deferred Participant shall select on the Deferral Election in effect
on the Final Election Date preceding the Deferred Payment Date of reference.

                                       11


Subject to Section 5.1, only the last Deferral Election form on or before such
Final Election Date of reference shall be effective.

      6.2 Installment Payments. If a Deferred Participant elects a Deferred
Payment in the form of Installment Payments, each installment shall be equal to
either (i) a fixed amount each year (not in excess of the balance of his Account
at the time of the distribution), with the remaining balance of his Deferral
Account distributed as the final installment; (ii) the product of (w) the
balance of his Deferral Account on the payment date elected by the Participant
in which such payment is made, multiplied by (x) a fraction, the numerator of
which is one (1), and the denominator of which is the total number of
installments originally elected less the number of installments previously paid
plus, in the case of the last Installment Payment, the remaining amount in his
Deferral Account, or (iii) such other method as shall be (y) requested by the
Deferred Participant on the Election Form of reference, and (z) approved by the
Administrator in his sole discretion. Installment Payments shall be paid at such
time during the Plan Year as shall be determined by the Administrator.

      6.3 Change in Control. Notwithstanding any other provision to the
contrary, upon a Change in Control, all Deferred Benefits hereunder (including,
without limitation, Deferred Benefits otherwise payable on a later Deferred
Payment Date, including, again without limitation, any remaining Installment
Payments), shall be distributed to Deferred Participants in a Lump Sum as soon
as reasonably possible, but not more than thirty (30) days, after such Change in
Control. Notwithstanding the foregoing, at any time prior to the date of a
Change in Control, a Deferred Participant may elect to waive, with respect to
Pre-2005 Deferrals (but not Post-2004 Deferrals), the provisions of this Section
6.3 with respect to a designated Change in Control and continue to retain his
Benefits under the Plan as if such Change in Control had not occurred. In
addition, notwithstanding anything herein to the contrary, with respect to
Post-2004 Deferrals, distributions under this Section 6.3 shall only be made
upon the occurrence of Change in Control that qualifies as either a "change in
the ownership" of the Company, a "change in effective control" of the Company or
a "change in the ownership of a substantial portion of the assets" of the
Company, in each case, as defined under the Act or Internal Revenue Service
guidance issued thereunder.

      6.4 Hardship Distribution. Upon the Administrator's determination
(following petition by a Deferred Participant) that a Deferred Participant has
suffered a "severe financial hardship, " the Administrator shall distribute to
such Deferred Participant that portion of such Deferred Participant's Deferred
Benefit as requested by such Deferred Participant and approved by the
Administrator, but in no event shall the Administrator approve a distribution
which is greater than is necessary to relieve the financial hardship. A "severe
financial hardship" means an unforeseeable event resulting from a sudden and
unexplained illness or accident experienced by either a Deferred Participant or
his dependents, the loss of property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond a Deferred Participant's control, which such Deferred Participant can not
satisfy through available or attainable assets. Without limitation, the
definition of severe financial hardship does not include the need to send a
child to college or the desire to purchase a home. The amount of the
distribution will be limited to an amount necessary to satisfy the severe
financial hardship plus amounts necessary to pay taxes reasonably anticipated as
a result of the distribution, after taking into account the extent to which the
hardship is or may be relieved through reimbursement or

                                       12


compensation by insurance or otherwise or by liquidation of the Participant's
assets (to the extent the liquidation would not itself cause severe financial
hardship). The Administrator shall evaluate the facts and circumstances of each
hardship request. A Deferred Participant shall receive a single lump-sum cash
payment of the amount approved by the Administrator as soon as possible
following the Administrator's approval.

      6.5 Accelerated Withdrawal. A Deferred Participant may request
distribution of a portion (not less than $1,000) of that portion of his Deferred
Benefit that relates to Pre-2005 Deferrals before its Deferred Payment Date. If
such request is approved by the Administrator, which approval may be granted or
withheld at the sole discretion of the Administrator, an amount equal to ten
percent (10%)of the amount withdrawn shall be deducted from such Deferred
Participant's Deferral Account and irrevocably forfeited. The amount forfeited
shall inure to the benefit of the Company in the manner determined by the
Administrator. Notwithstanding anything herein to the contrary, this Section 6.5
shall not apply to Post-2004 Deferrals.

                          Article VII. Administration

      7.1 Administration. The Plan shall be administered by the Company, who may
delegate that responsibility to any one or more persons or committees. If more
than one person is acting as Administrator, a majority of the members shall
constitute a quorum and the acts of a majority of the members present, or acts
approved in writing by a majority of the members without a meeting, shall be the
acts of the Administrator. The Administrator shall have the authority which is
expressly stated in this Plan as vested in the Administrator, and authority to
make rules to administer and interpret the Plan, to decide questions arising
under the Plan, and to take such other action as may be appropriate to carry out
the purposes of the Plan.

      7.2 Finality of Determination. The determination of the Administrator as
to any disputed questions arising under this Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon all
persons. Without limitation, the Board of Directors' determinations as to which
persons are Category I Participants and Category II Participants, the specific
benefits which shall be restored to each such Participant, and the vehicle, if
any, to be used to fund such restorations of benefits shall be final, binding
and conclusive upon all persons.

      7.3 Expenses. The expenses of administering the Plan shall be borne by the
Company.

      7.4 Indemnification and Exculpation. The members of the Board of
Directors, the Administrator, and officers, directors, and employees of the
Company shall be indemnified and held harmless by the Company against and from
any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written approval) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding. The foregoing provision shall

                                       13


not be applicable to any person if the loss, cost, liability, or expense is due
to such person's gross negligence or willful misconduct.

                Article VIII. Merger, Amendment, and Termination

      8.1 Merger, Consolidation. In the event of a merger, consolidation, or
acquisition where the Company is not the surviving corporation, this Plan will
terminate unless the successor or acquiring corporation shall elect to continue
and carry on the Plan; provided, however, that if the transaction does not
qualify as either a "change in the ownership" of the Company, a "change in
effective control" of the Company or a "change in the ownership of a substantial
portion of the assets" of the Company, in each case, as defined under the Act or
Internal Revenue Service guidance issued thereunder, such Plan termination shall
not result in the acceleration of payment of any Post-2004 Deferral unless
otherwise permitted under the Act.

      8.2 Claims Procedure. The Administrator will make all determinations as to
the rights of any employee, Participant, Beneficiary or other person under the
terms of this Plan. Any employee, Participant, Beneficiary, or person claiming
under them, may make a claim for benefits under this Plan by filing written
notice with the Administrator setting forth the substance of the claim. If a
claim is wholly or partially denied, the claimant will have the opportunity to
appeal the denial upon filing with the Administrator a written request for
review within 60 days after receipt of notice of denial. Denial of a claim or a
decision on review will be made in writing the Administrator and delivered to
the claimant within 60 days after receipt of the claim or request for review,
unless special circumstances require an extension of time for processing the
claim or review, in which event the such person's decision must be made as soon
as possible thereafter but not beyond an additional 60 days. If no action on an
initial claim is taken within 120 days, the claims will be deemed denied for
purposes of permitting the claimant to proceed to the review stage. The denial
of a claim or the decision on review will specify the reasons for the denial or
decision , the pertinent Plan provisions upon which the denial or decision is
based, a description of any additional material or information necessary to
perfect the claim and an explanation of, \why such information is necessary, if
applicable, and a description of the Plan's review procedures and the time
limits applicable thereto, including a statement of the claimant's rights under
Section 502(a) of ERISA following an adverse benefits determination on review.
The denial of a claim will also include a description of any additional material
or information necessary for the claimant to perfect the claim and an
explanation of the claim review procedure herein described. Within 60 days after
receiving a denial, the claimant or his authorized representative may appeal the
decision by requesting a review by writing the Administrator.

      On appeal, the claimant may submit in writing any comments or issues with
respect to the claim and/or any additional documents or information not
considered during the initial review and, upon request and free of charge, the
claimant will be provided access to and copies of all documents, records and
other information relevant to the claim. On appeal, the Administrator will not
give deference to the initial adverse benefit determination. A decision on
appeal will normally be given within 60 days after the receipt of the appeal. If
special circumstances warrant an extension as determined by the Administrator in
its sole discretion, then the decision will be made no later than 120 days after
receipt of the appeal. If an extension is required, the claimant will be
provided a written notice of the extension that shall indicate the special
circumstances requiring the extension and the date by which the Administrator
expects to render

                                       14


its final decision. The Administrator's decision on appeal shall be final and
binding on all parties. If a claimant's appeal is denied in whole or in part,
the notice of the decision on appeal shall include the specific reasons for the
denial and reference to the relevant Plan provisions on which the denial was
based, a statement that, upon request and free of charge, the claimant may
review and copy all documents, records and other information relevant to the
claim for benefits and the claimant's rights under Section 502(a) of ERISA.

      The Administrator will serve as an agent for service of legal process with
respect to the Plan unless the Company, through written resolution, appoints
another agent.

      8.3 Securities Laws. The Plan intends to comply with and be exempt under
the Securities Act of 1933, as amended. The Deferred Participants under the Plan
are final purchasers and not underwriters or conduits to other beneficial owners
or subsequent purchasers.

      8.4 Amendment and Termination. The Company, through its Board of
Directors, may in its discretion amend the Plan from time-to-time. Specifically,
termination of the Plan shall require the approval of the Board of Directors of
the Company. Notwithstanding anything herein to the contrary, the Company hereby
delegates to its executive officers the authority to make any amendment (i) that
does not increase the benefit costs of the Plan to the Company by more than 1%
of the Plan's prior calendar year financial statement expense or (ii) that is
necessary or desirable in order to have it conform to the provisions and
requirements of the Code, AJCA or any other applicable law.

      In the event of an amendment or termination of the Plan pursuant to this
Section or Section 8.1, the Benefits accrued hereunder, prior to the later of
the date of adoption, or the effective date, of the amendment shall continue to
be an obligation of the Company, and shall be paid not later than the date(s)
provided hereunder immediately prior to the later of the date of adoption, or
the effective date, of the amendment; and provided further, without limitation,
that, with respect to Pre-2005 Deferrals and with respect to Post-2004 Deferrals
to the extent permitted by the Act without the imposition of any additional
taxes or penalties under the Act, such amounts may be paid earlier, with
actuarial reductions based on the actuarial assumptions in the Qualified Plan,
in the sole discretion of the Administrator.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officers on ________ day of _________________, 2006.

                                DATA-TRONICS CORP.

                                By:  ___________________________________

ATTEST:

                                       15