ABF FREIGHT SYSTEMS, INC. SUPPLEMENTAL BENEFIT PLAN

EXHIBIT 10.2

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

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.

     (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 Arkansas Best Corporation in which the Arkansas Best Corporation is not the continuing or surviving corporation or pursuant to which the Arkansas Best Corporation’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 Arkansas Best Corporation, other than any such consolidation, merger, lease, exchange or transfer in which the Arkansas Best Corporation, or any of its affiliates, or the holders of the Arkansas Best Corporation’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 Arkansas Best Corporation approve any plan or proposal for the liquidation or dissolution of the Arkansas Best Corporation.

     (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 Arkansas Best Corporation or any successor of the Arkansas Best Corporation or any subsidiary of the Arkansas Best Corporation or any employee benefit plan of the Arkansas Best Corporation 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 Arkansas Best Corporation represented thirty-five percent (35%) or more of the Arkansas Best Corporation’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 Arkansas Best Corporation who either (A) is a Director of the Arkansas Best Corporation on the date hereof, or (B) whose initial appointment or initial nomination for election or election by the Arkansas Best Corporation’s shareholders was approved by a majority of the Continuing Directors (including any successors elected pursuant to this Subsection (iv)) then on the Arkansas Best Corporation 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 Arkansas Best Corporation’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 Arkansas Best Corporation’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 Arkansas Best Corporation’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 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.

     (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 365 ^th 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 365 ^th 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.

     (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.

     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 employm