2007 Schedule - ABF Annual Compensation Plan

Exhibit 10.15

2007 Schedule – ABF Annual Incentive Compensation Plan

Pursuant to the Annual Incentive Compensation Plan (the “Plan”), the Arkansas Best Corporation Board Compensation Committee has adopted the following Individual Award Opportunities, Performance Goals, Performance Measures, and Participants for ABF in 2007.

I. Individual Award Opportunities

The Individual Award Opportunities provided by this plan are based on (a) reaching set performance goals for your company’s Return on Capital Employed (“ROCE”) and (b) your Target Incentive Award. The formula below illustrates how your benefit is computed:

Your Benefit = [Percent of Target x Your Target Incentive Award x Your Base Salary]

“Percent of Target” is shown in Table 1 of Appendix A and depends on the ROCE achieved by the Company for the year.

     A. Performance Goals The performance goals are listed in Appendix A, Table 1.

     B. Target Incentive Award. Target Incentive Award is a percentage of your Base Salary. The percentage varies for each level of management within the Company. The Target Incentive Awards are listed in Appendix A, Table 2.

C. Base Salary. Base Salary means as to any specific Plan Year, a participant’s base salary paid in the fiscal year for which the annual incentive is earned. Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Plan, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

II. Performance Measure

ROCE for the Company is calculated as the following ratio:

Net Income + After-tax Effect of Interest Expense +
After-tax Effect of Imputed Interest Expense
Average Equity + Average Debt + Average Imputed Debt +Average Net Book Value of Assets Used by ABF
Not Owned by ABF

“Net Income” for the ROCE calculation is net income determined in accordance with Generally Accepted Accounting Principles after taking into account the Section IV Required Adjustments, except that: (i) 1/10^th of the 2006 after-tax settlement accounting charge will be deducted from net income, and (ii) the after-tax annual incentive earned by ABF employees under this Plan will be added back.

“Imputed Interest Expense” consists of the interest attributable to Average Imputed Debt assuming an interest rate of 7.5%

“Interest Expense” for the ROCE calculation is (i) interest on long and short-term indebtedness and other interest bearing obligations, and (ii) net interest expense on net inter-company payables.

“Average Debt” is the average of the beginning of the year and end of the year current and long-term debt and includes intercompany payables. Neither the beginning of the year debt nor the end of the year debt can be less than zero.

“Average Imputed Debt” consists of the average of the beginning or the year and the end of the year present value of all payments determined using an interest rate of 7.5% on operating leases of revenue equipment with an initial term of more than two years, plus the average of the beginning of the year and the end of the year book value of real estate and structures leased from an affiliated company under an operating lease.

“Assets Used by ABF Not Owned by ABF” consists of assets owned by Arkansas Best Corporation and its subsidiaries, other than ABF, that are used by ABF in its operations. (See Appendix B.)

III. Participants

Participants in the Annual Incentive Compensation Plan are the following job positions and other job positions or key employees as may be specifically approved by the Board of Directors:

ABF Freight System, Inc.		Senior Vice President, Vice President, Regional Vice President and Vice President Sales Center, Controller, Department Directors, Managing Directors of National Sales

IV. Required Adjustments

The following adjustments shall be made:

Net Income for the Performance Measure shall be adjusted to exclude any of the following events: (i) losses due to changes in the tax law or other such laws or regulations affecting reported results, (iii) accruals for reorganization and restructuring programs, (iv) an extraordinary, unusual or non-recurring items as described in Accounting Principles Board Opinion (ABP”) No. 30, (v) any change in accounting principle as defined in APB No. 20, and (vi) any loss from a discontinued operation as described in Financial Accounting Standards No. 144.

V. Discretionary Adjustments

Prior to a Change In Control, the Compensation Committee may reduce any Participant’s Final Award if the Compensation Committee determines, in its sole discretion, that events have occurred or facts have become known which would make a reduction appropriate and equitable.

Appendix A

2007 Schedule

Table 1

Return on Capital Employed Earned				Percent of Target Incentive Award Earned
(“ROCE”)				(“Percent of Target”)
	7%				40%
	8%				60%
	9%				80%
	10%				100%
	11%				120%
	12%				140%
	13%				160%
	14%				190%
	15%				220%
Above 15%				Increase Percent of Target by 30% for each percentage point above 15% ROCE

Table 2

Job Title		Target Incentive Award
Senior Vice President		_____;%
Vice President		_____;%
Regional Vice President and Vice President Sales Center, Controller		_____;%
Department Director		_____;%
Managing Director of National Sales		_____;%