ARKANSAS BEST CORPORATION Proxy Solicited by the Board of Directors for the Annual Meeting of Shareholders -- May 10, 1994 Donald L. Neal and Richard F. Cooper, jointly and severally, each with the power of substitution and revocation, are hereby authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote all shares the undersigned is entitled to vote at the Annual Meeting of Shareholders of Arkansas Best Corporation to be held at 1000 South 21st Street, Fort Smith, Arkansas 72901, at 1:00 P.M. CDT on Tuesday, May 10, 1994, and at any postponements or adjournments of that meeting, as set forth below, and in their discretion upon any other business that may properly come before the meeting. This proxy will be voted as specified or, if no choice is specified, will be voted FOR the election of the nominees names and FOR each of the other proposals specified herein. ** CONTINUED AND TO BE SIGNED ON REVERSE SIDE ** PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [] FOR all nominees, except vote WITHHELD withheld from FOR all from all the following nominees nominees nominee(s): 1. Nominees: Arthur J. Fritz, Jr. and John H. Morris [] [] [] FOR AGAINST ABSTAIN 2. Amendment to Arkansas Best Corporation 1992 Stock Option Plan [] [] [] FOR AGAINST ABSTAIN 3. To ratify the appointment of Ernst & Young as the Company's independent certified public accountants. [] [] [] PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. _____________________________________ ____________________________ SIGNATURE DATE _____________________________________ ____________________________ SIGNATURE DATE PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.