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                                                                  Exhibit (c)(2)

LETTER DATED 1/22/99 FROM SHAPIRO CAPITAL TO ABC


                                January 22, 1999


Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903

     Re:      Treadco, Inc.

Gentlemen:

     You have advised the undersigned that Arkansas Best Corporation ("ABC") is
contemplating making a proposal to acquire the shares of the common stock of
Treadco, Inc. (the "Company") not owned by ABC at $9.00 per share in cash in a
transaction in which the Company would become a wholly owned subsidiary of ABC
again (the "Transaction"). The undersigned believes the $9.00 per share cash
price is fair and agrees to support the Transaction. In order to facilitate the
proposal and the Transaction, the undersigned hereby irrevocably appoints ABC,
with full power of substitution, as the proxy of the undersigned to attend any
and all meetings of stockholders of the Company and any adjournments or
postponements of such meetings (collectively, a "Meeting"), to vote for and in
the name, place and stead of the undersigned at any Meeting, or grant any
consents with respect to, 1,132,775 shares of the common stock of the Company,
beneficially owned (within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended) by the undersigned on the date of this proxy (the
"Proxy Shares"), with respect only to voting for or consenting to the approval
of the Transaction, any matters related to or in connection with the
Transaction, and voting against or withholding consent from any corporate action
the consummation of which would violate, frustrate the purpose of, or prevent or
delay the Transaction.

     The undersigned represents and warrants to ABC that (i) the undersigned is
the beneficial owner of the Proxy Shares; (ii) the undersigned has all necessary
power and authority to deliver this proxy; and (iii) none of the Proxy Shares is
subject to any proxy or voting trust or any other arrangement, or understanding
with respect to the voting of such shares in connection with the Transaction
other than this proxy. Notwithstanding anything herein to the contrary, the
undersigned may, and expressly reserves the right to, tender the Proxy Shares in
any tender offer made by ABC or the Company for the common stock of the Company
upon the terms and conditions of such tender offer.

     This proxy is coupled with an interest and is expressly made irrevocable
and will expire upon the earlier of (i) July 31, 1999, (ii) March 31, 1999 if
ABC and the Company have not entered into a definitive agreement regarding the
Transaction by such date or (iii) the


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consummation of the Transaction. The undersigned acknowledges that monetary
damages would be an inadequate remedy for a breach of the provisions of this
proxy and that (in addition to any other remedy available at law) the
obligations of the undersigned and the rights of the ABC are specifically
enforceable.

                                     Very truly yours,

                                     SHAPIRO CAPITAL MANAGEMENT
                                     COMPANY, INC.


                                     By: /s/ Samuel R. Shapiro
                                        -------------------------
                                        Samuel R. Shapiro
                                        President