Exhibit 4.3

                         SWIFT TRANSPORTATION CO., INC.
                             1999 STOCK OPTION PLAN

                        (as amended through June 7, 2000)


     1. PURPOSE OF THE PLAN. The purposes of this Swift Transportation Co., Inc.
1999 Stock  Option Plan are to attract and retain the best  available  personnel
for positions of substantial responsibility, to provide successful management of
the Company's business, to provide additional incentive to certain key employees
of the Company, and to promote the success of the Company's business through the
grant of options to purchase shares of the Company's Common Stock.

     Options  granted  hereunder  may be either  "Incentive  Stock  Options," as
defined in Section 422 of the Code,  or  "Non-Statutory  Stock  Options," at the
discretion  of the Board and as  reflected  in the terms of the  written  option
agreement.

     2. DEFINITIONS. As used herein, the following definitions shall apply:

         (a)  "BOARD"  shall mean the Board of  Directors  of the Company or the
Committee, if one has been appointed.

         (b) "CODE"  shall mean the Internal  Revenue Code of 1986,  as amended,
and the rules and regulations promulgated thereunder.

         (c) "COMMON STOCK" shall mean the common stock of the Company described
in the Company's Certificate of Incorporation, as amended.

         (d)  "COMPANY"  shall mean Swift  Transportation  Co.,  Inc.,  a Nevada
corporation,  and shall  include  any parent or  subsidiary  corporation  of the
Company as defined in Section 424(e) and (f) of the Code.

         (e)  "COMMITTEE"  shall mean the  Committee  appointed  by the Board in
accordance with Section 4(a) of the Plan, if one is appointed.

         (f) "EMPLOYEE" shall mean any person, including officers and directors,
employed by the Company.  The payment of a director's  fee by the Company  shall
not be sufficient to constitute "employment" by the Company.

         (g) "EXCHANGE ACT" shall mean the  Securities  Exchange Act of 1934, as
amended.

         (h) "FAIR MARKET  VALUE"  shall mean,  with respect to the date a given
Option is granted or exercised,  the value of the Common Stock determined by the
Board in such manner as it may deem equitable for Plan purposes but, in the case
of an Incentive  Stock Option,  no less than is required by  applicable  laws or
regulations;  provided,  however,  that where  there is a public  market for the
Common Stock, the Fair Market Value per Share shall mean, in the event the stock
is listed or  admitted  to trading on the  National  Association  of  Securities
Dealers Automated  Quotation--National Market System, New York Stock Exchange or
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the  American  Stock  Exchange,  the closing  price of the Common  Stock on such
exchange on the date of grant as reported in THE WALL STREET JOURNAL, or, if the
Common Stock is not listed or admitted to trading on any such exchange, the last
quoted price or, if not quoted,  the average of the closing bid and asked prices
as reported by National  Association of Securities  Dealers Automated  Quotation
(NASDAQ), or such other system then in use, or if the Common Stock is not quoted
by any such organization, the average of the closing bid and asked prices in the
over-the-counter  market as furnished by any New York Stock Exchange member firm
selected from time to time by the Company for that purpose.

         (i) "INCENTIVE  STOCK OPTION" shall mean an Option which is intended to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code.

         (j)  "NON-EMPLOYEE  DIRECTOR" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange Act,
or any successor definition adopted by the Board.

         (k) "OPTION" shall mean a stock option granted under the Plan.

         (l) "OPTIONED STOCK" shall mean the Common Stock subject to an Option.

         (m)  "OPTIONEE"  shall mean an  Employee  of the  Company  who has been
granted one or more Options.

         (n)  "PARENT"  shall  mean  a  "parent  corporation,"  whether  now  or
hereafter existing, as defined in Section 424(e) of the Code.

         (o) "PLAN" shall mean this Swift  Transportation  Co.,  Inc. 1999 Stock
Option Plan.

         (p)  "SHARE"  shall mean a share of the Common  Stock,  as  adjusted in
accordance with Section 11 of the Plan.

         (q)  "STOCK  OPTION   AGREEMENT"  shall  mean  the  written   Agreement
evidencing the grant of an Option,  in  substantially  the form of APPENDIX A or
APPENDIX B hereto.

         (r) "SUBSIDIARY" shall mean a "subsidiary  corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         (s) "TAX DATE"  shall mean the date an  Optionee is required to pay the
Company an amount with respect to tax withholding obligations in connection with
the exercise of an Option.

     3. COMMON STOCK SUBJECT TO THE PLAN.

         (a) NUMBER OF SHARES.  Subject to the  provisions  of Section 11 of the
Plan,  the maximum  aggregate  number of shares  which may be optioned  and sold

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under  the  Plan  is  2,250,000  Shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or previously issued Shares acquired or to be acquired
by the Company and held in treasury.

         (b) LAPSED OPTIONS. If an Option should expire or become  unexercisable
for any reason without having been  exercised in full,  the  unpurchased  Shares
covered by such Option  shall,  unless the Plan shall have been  terminated,  be
available for future grants of Options.

         (c) LIMITATION ON NUMBER OF SHARES SUBJECT TO OPTIONS.  Notwithstanding
any  provision in the Plan to the  contrary,  and subject to the  adjustment  in
Section  11, the maximum  number of shares of Stock with  respect to one or more
Options that may be granted to any one  individual  during the Company's  fiscal
year is 100,000.

     4. ADMINISTRATION OF THE PLAN.

         (a) PROCEDURE.

              (i) The Plan shall be administered by the Board in accordance with
Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3"); provided, however,
that the Board may appoint a  Committee  to  administer  the Plan at any time or
from time to time.  If the Board  appoints  a  Committee,  the  Committee  shall
consist  of  at  least  two  individuals,  each  of  whom  qualifies  as  (i)  a
Non-Employee  Director, and (ii) an "outside director" under Code Section 162(m)
and the regulations issued thereunder. Reference to the Committee shall refer to
the Board if the Board does not appoint a Committee.

              (ii) Once  appointed,  the Committee shall continue to serve until
otherwise  directed by the Board.  From time to time the Board may  increase the
size of the Committee and appoint  additional  members  thereof,  remove members
(with or without cause), and appoint new members in substitution therefor,  fill
vacancies  however caused, or remove all members of the Committee and thereafter
directly administer the Plan.

         (b) POWERS OF THE BOARD.  Subject to the  provisions  of the Plan,  the
Board shall have the authority, in its discretion:  (i) to grant Incentive Stock
Options, in accordance with Section 422 of the Code and to grant  "Non-Statutory
Stock  Options;" (ii) to determine,  upon review of relevant  information and in
accordance  with  Section 2 of the Plan,  the Fair  Market  Value of the  Common
Stock; (iii) to determine the exercise price per Share of Options to be granted,
which exercise price shall be determined in accordance  with Section 8(a) of the
Plan;  (iv) to determine the  Employees to whom,  and the time or times at which
Options  shall be  granted  and the number of shares to be  represented  by each
Option;  (v) to interpret the Plan;  (vi) to prescribe,  amend and rescind rules
and procedures relating to the Plan; (vii) to determine the terms and provisions
of each Option  granted  (which need not be identical)  and, with the consent of
the Optionee thereof, modify or amend each Option; (viii) to accelerate or defer
(with the consent of the  Optionee)  the  exercise  date of any Option;  (ix) to
authorize any person to execute on behalf of the Company any instrument required
to effectuate  the grant of an Option  previously  granted by the Board;  (x) to
accept or reject the election made by an Optionee  pursuant to Section 17 of the
Plan; and (xi) to make all other  determinations  deemed  necessary or advisable
for the administration of the Plan.

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         (c) EFFECT OF  BOARD'S  DECISION.  All  decisions,  determinations  and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

     5. ELIGIBILITY.

         (a)  GENERAL.  Consistent  with the  Plan's  purposes,  Options  may be
granted only to key  Employees  of the Company as  determined  by the Board.  An
Employee  who has been granted an Option may, if he is  otherwise  eligible,  be
granted an additional Option or Options.  Incentive Stock Options may be granted
only to those Employees who meet the  requirements  applicable under Section 422
of the Code.  Notwithstanding  anything contained herein to the contrary,  Jerry
Moyes shall not be eligible to participate in this Plan.

         (b) INCENTIVE  STOCK OPTIONS.  With respect to Incentive  Stock Options
granted under the Plan, the aggregate Fair Market Value  (determined at the time
the Incentive Stock Option is granted) of the Common Stock with respect to which
Incentive  Stock  Options  are  exercisable  for the first time by the  Employee
during any  calendar  year  (under all plans of the  Company  and its Parent and
Subsidiary   corporations)   shall  not  exceed  One  Hundred  Thousand  Dollars
($100,000).  To the extent that Incentive Stock Options are first exercisable by
an  Employee  in excess  of such  limitation,  the  excess  shall be  considered
Non-Statutory Stock Options.

         (c) NO RIGHT TO  CONTINUED  EMPLOYMENT.  The Plan shall not confer upon
any Optionee  any right with  respect to  continuation  of  employment  with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate his employment at any time.

     6. SHAREHOLDER  APPROVAL AND EFFECTIVE DATES. The Plan shall take effect on
May 20, 1999, the date on which the Board and all stockholders approve the Plan.
No Option may be granted after May 20, 2009 (ten years from the  effective  date
of the Plan); provided, however, that the Plan and all outstanding Options shall
remain in effect  until such  Options  have  expired or until such  Options  are
canceled.

     7. TERM OF OPTION. Unless otherwise provided in the Stock Option Agreement,
the term of each Incentive Stock Option shall be five (5) years from the date of
grant  thereof.  In no case shall the term of any Incentive  Stock Option exceed
ten (10) years from the date of grant.  Unless  otherwise  provided in the Stock
Option Agreement, the term of each Option which is not an Incentive Stock Option
shall be ten years from the date of grant.  Notwithstanding  the  above,  in the
case of an Incentive  Stock Option  granted to an Employee  who, at the time the
Incentive Stock Option is granted,  owns ten percent (10%) or more of the Common
Stock as such amount is  calculated  under  Section  422(b)(6) of the Code ("Ten
Percent Shareholder"),  the term of the Incentive Stock Option shall be five (5)
years from the date of grant  thereof or such shorter time as may be provided in
the Stock Option Agreement.

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     8. EXERCISE PRICE AND PAYMENT.

         (a) EXERCISE  PRICE.  The per Share exercise price for the Shares to be
issued  pursuant to exercise of an Option shall be determined by the Board,  but
in the case of an  Incentive  Stock  Option  shall be no less  than one  hundred
percent  (100%)  of the Fair  Market  Value  per  Share  on the  date of  grant;
provided,  further,  that in the case of an Incentive Stock Option granted to an
Employee who, at the time of the grant of such Incentive Stock Option,  is a Ten
Percent  Shareholder,  the per Share  exercise  price  shall be no less than one
hundred  ten percent  (110%) of the Fair  Market  Value per Share on the date of
grant. In no event may the exercise price in the case of a  Non-Statutory  Stock
Option be less than eighty-five  (85%) of the Fair Market Value per share on the
date of grant.

         (b)  PAYMENT.   The  price  of  an  exercised   Option  and  any  taxes
attributable to the delivery of Common Stock under the Plan, or portion thereof,
shall be paid:

              (i) In United  States  dollars in cash or by check,  bank draft or
money order payable to the order of the Company; or

              (ii) At the  discretion  of the Board,  through  the  delivery  of
shares of Common Stock (either actual tender or attestation),  with an aggregate
Fair Market Value equal to the option price, provided that such shares of Common
Stock have been held by the  Employee  at least six months  prior to the date of
delivery; or

              (iii) By a combination of (i) and (ii) above.

                    The Board shall determine  acceptable  methods for tendering
               Common Stock as payment upon exercise of an Option and may impose
               such  limitations and  prohibitions on the use of Common Stock to
               exercise  an  Option as it deems  appropriate.  With  respect  to
               Non-Statutory  Stock  Options,  at the  election of the  Optionee
               pursuant to Section  17, the Company may satisfy its  withholding
               obligations  by  retaining  such number of Shares of Common Stock
               subject to the  exercised  Option  which have an  aggregate  Fair
               Market  Value  on  the  exercise  date  equal  to  the  Company's
               aggregate  federal,  state, local and foreign tax withholding and
               FICA and FUTA obligations with respect to income generated by the
               exercise of the Option by Optionee.

     9. EXERCISE OF OPTION.

         (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option granted
hereunder  shall be  exercisable  at such  times and under  such  conditions  as
determined  by the Board,  including  performance  criteria  with respect to the
Company and/or the Optionee,  and as shall be permissible under the terms of the
Plan.  Unless otherwise  determined by the Board at the time of grant, an Option
may be  exercised  in whole or in part.  An Option  may not be  exercised  for a
fraction of a Share.

                    An  Option  shall be  deemed to be  exercised  when  written
               notice  of  such  exercise  has  been  given  to the  Company  in
               accordance with the terms of the Option by the person entitled to
               exercise  the Option and full payment for the Shares with respect
               to  which  the  Option  is  exercised  has been  received  by the
               Company. Full payment may, as authorized by the Board, consist of

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               any  consideration  and method of payment allowable under Section
               8(b)  of the  Plan.  Until  the  issuance  (as  evidenced  by the
               appropriate  entry  on  the  books  of the  Company  or of a duly
               authorized   transfer   agent  of  the   Company)  of  the  stock
               certificate  evidencing such Shares,  no right to vote or receive
               dividends or any other rights as a  shareholder  shall exist with
               respect to the Optioned  Stock,  notwithstanding  the exercise of
               the Option.  No  adjustment  will be made for a dividend or other
               right for which  the  record  date is prior to the date the stock
               certificate  is issued,  except as  provided in Section 11 of the
               Plan.

                    Exercise  of an  Option  in any  manner  shall  result  in a
               decrease  in  the  number  of  Shares  which  thereafter  may  be
               available,  both for  purposes of the Plan and for sale under the
               Option  by the  number  of  Shares  as to  which  the  Option  is
               exercised.

                    Notwithstanding  anything  contained  in  this  Plan  to the
               contrary,  the Board may establish  certain  restrictions  on the
               times at which  an  Option  may be  exercised  after a number  of
               elapsed years together with  cumulative  exercise  rights and may
               retain  certain rights with respect to a fixed  repurchase  price
               for the Option Stock if the Employee  voluntarily  terminates his
               employment with the Company within a certain period of time after
               exercising  the  Option  or  whose  employment  is  involuntarily
               terminated  for gross  misconduct,  fraud,  embezzlement,  theft,
               breach  of  any  fiduciary  duty  owed  to  the  Company  or  for
               nonperformance of duties.

         (b) TERMINATION OF STATUS AS AN EMPLOYEE.  Unless otherwise provided in
an Option Agreement relating to an Option that is not an Incentive Stock Option,
if an  Employee's  employment  by the  Company  is  terminated,  except  if such
termination  is  voluntary or occurs due to  retirement  with the consent of the
Board, death or disability, the Option, to the extent not exercised, shall cease
on the date on which Employee's  employment by the Company is terminated.  If an
Employee's termination is voluntary or occurs due to retirement with the consent
of the Board,  then the Employee  may, but only within thirty (30) days (or such
other  period of time not  exceeding  three (3) months as is  determined  by the
Board) after the date he ceases to be an Employee of the  Company,  exercise his
Option to the extent  that he was  entitled  to  exercise it at the date of such
termination, but not later than the expiration of the term of the Option. To the
extent  that he was not  entitled  to  exercise  the  Option at the date of such
termination,  or if he does not exercise  such Option  (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

         (c)  DISABILITY.  Unless  otherwise  provided  in an  Option  Agreement
relating to an Option that is not an Incentive Stock Option, notwithstanding the
provisions of Section 9(b) above, in the event an Employee is unable to continue
his  employment  with  the  Company  as a  result  of his  permanent  and  total
disability (as defined in Section 22(e)(3) of the Code), he may, but only within
three (3) months (or such other period of time not exceeding  twelve (12) months
as it is  determined  by the Board) from the date of  termination,  exercise his
Option  to the  extent  he was  entitled  to  exercise  it at the  date  of such
termination, but not later than the expiration of the term of the Option. To the
extent  that  he was  not  entitled  to  exercise  the  Option  at the  date  of
termination,  or if he does not exercise  such Option  (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

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         (d) DEATH OF OPTIONEE. Unless otherwise provided in an Option Agreement
relating to an Option that is not an Incentive  Stock  Option,  if Optionee dies
during the term of the Option and is at the time of his death an Employee of the
Company who shall have been in continuous  status as an Employee  since the date
of grant of the Option,  the Option may be  exercised at any time within one (1)
year  following the date of death (or such other period of time as is determined
by the Board), by the Optionee's estate or by a person who acquired the right to
exercise  the  Option by  bequest or  inheritance,  but only to the extent  that
Optionee  was entitled to exercise the Option on the date of death and not later
than the  expiration of the term of the Option.  To the extent that decedent was
not entitled to exercise the Option on the date of death,  or if the  Optionee's
estate,  or person who  acquired  the right to exercise the Option by bequest or
inheritance,  does not exercise  such Option (which he was entitled to exercise)
within the time specified herein, the Option shall terminate.

     10.  NON-TRANSFERABILITY  OF OPTION.  Except as  otherwise  provided by the
Committee,  an  Option  may  not  be  sold,  pledged,  assigned,   hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee, only by the Optionee or by his guardian or legal representative.

     11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION  OR MERGER.  Subject to any
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from  a  stock  split,  reverse  stock  split,  consolidation,
subdivision,  stock  dividend,  combination  or  reclassification  of the Common
Stock,  or any other  increase  or  decrease  in the number of issued  shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible  securities of the Company shall not
be  deemed  to have been  "effected  without  receipt  of  consideration."  Such
adjustment shall be made by the Board, whose determination in that respect shall
be final,  binding and  conclusive.  Except as  expressly  provided  herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class shall affect, and no adjustment by
reason  thereof,  shall be made with respect to the number or price of shares of
Common Stock subject to an Option.

     In the event of a proposed dissolution or liquidation of the Company or the
proposed sale of all or substantially  all of the assets of the Company,  or the
merger of the Company with or into another corporation, all outstanding Options,
will become fully vested and exercisable  except in the event that the surviving
or resulting  entity agrees to assume the Options on terms and  conditions  that
substantially  preserve  the  Optionee's  rights and benefits of the Option then
outstanding. To the extent that this provision causes Incentive Stock Options to
exceed the dollar  limitation set forth in Section 5(b), the excess Options will
be deemed to be non-qualified  stock options.  Upon, or in anticipation of, such
an event,  the  Committee  may  cause  every  Option  outstanding  hereunder  to
terminate at a specific time in the future and will give each Optionee the right
to exercise  Options during a period of time as the  Committee,  in its sole and
absolute discretion,  will determine,  except in the event that the surviving or

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resulting  entity  agrees to assume  the  Options on terms and  conditions  that
substantially  preserve the  Optionee's  rights and benefits of the Options then
outstanding.

     12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice of the determination  shall be given to each Employee to whom an
Option is so granted within a reasonable time after the date of such grant.

     13. AMENDMENT AND TERMINATION OF THE PLAN.

         (a) AMENDMENT AND  TERMINATION.  The Board,  or the Committee  with the
Board's  approval,  may  amend or  terminate  the Plan from time to time in such
respect as the Board may deem advisable;  provided,  however, that to the extent
necessary and desirable to comply with any applicable law, regulation,  or stock
exchange  rule,  the  Company  shall  obtain  shareholder  approval  of any Plan
amendment in such a manner and to such a degree as required.

         (b)  EFFECT  OF  AMENDMENT  OR  TERMINATION.   Any  such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the  exercise  of an  Optionee  unless the  exercise  of such  Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder,  and the requirements of any stock exchange upon which the Share may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned relevant provisions of law.

     Inability  of the  Company to obtain  authority  from any  regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     In the case of an  Incentive  Stock  Option,  any  Optionee who disposes of
Shares of Common Stock acquired on the exercise of an Option by sale or exchange
(a) either  within two (2) years after the date of the grant of the Option under
which the  Common  Stock  was  acquired  or (b)  within  one (1) year  after the
acquisition  of such  Shares of Common  Stock  shall  notify the Company of such
disposition and of the amount realized upon such disposition.

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     15. RESERVATION OF SHARES. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     16.  OPTION  AGREEMENT.  Options shall be evidenced by written Stock Option
Agreement in such form as the Board shall approve.

     17. WITHHOLDING TAXES.  Subject to Section 4(b)(x) of the Plan and prior to
the Tax Date, the Optionee may make an irrevocable  election to have the Company
withhold from those Shares that would otherwise be received upon the exercise of
any  Non-Statutory  Stock Option,  a number of Shares having a Fair Market Value
equal to the minimum amount necessary to satisfy the Company's  federal,  state,
local and foreign tax withholding obligations and FICA and FUTA obligations with
respect to the exercise of such Option by the Optionee.

     An  Optionee  who  is  also  an  officer  of  the  Company  must  make  the
above-described election:

         (a) at least six months  after the date of grant of the Option  (except
in the event of death or disability); and

         (b) either:

              (i) six months prior to the Tax Date, or

              (ii) prior to the Tax Date and during the period  beginning on the
third  business day  following  the date the Company  releases its  quarterly or
annual  statement of sales and  earnings and ending on the twelfth  business day
following such date.

     18. MISCELLANEOUS PROVISIONS

         (a) PLAN  EXPENSES.  Any expenses of  administering  this Plan shall be
borne by the Company.

         (b) USE OF EXERCISE PROCEEDS.  The payment received from Optionees from
the exercise of Options shall be used for the general corporate  purposes of the
Company.

         (c) CONSTRUCTION OF PLAN. The place of administration of the Plan shall
be in the State of  Arizona,  and the  validity,  construction,  interpretation,
administration  and  effect of the Plan and of its rules  and  regulations,  and
rights relating to the Plan,  shall be determined in accordance with the laws of
the State of Nevada and in accordance with the Code.

         (d)   INDEMNIFICATION.   In   addition   to  such   other   rights   of
indemnification  as they may have as members of the  Board,  the  members of the
Board  shall be  indemnified  by the  Company  against  all costs  and  expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which  they or any of them  may be a party  by  reason  of any  action  taken or
failure to act under or in connection  with the Plan or any Option,  and against
all amounts paid by them in  settlement  thereof  (provided  such  settlement is
approved by independent  legal counsel  selected by the Company) or paid by them

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<PAGE>
in satisfaction of a judgment in any such action,  suit or proceeding,  except a
judgment based upon a finding of bad faith;  provided that upon the  institution
of any such action, suit or proceeding a Board member shall, in writing give the
Company notice  thereof and an  opportunity,  at its own expense,  to handle and
defend the same before such Board member  undertakes  to handle and defend it on
his own behalf.

         (e)  GENDER.  For  purposes of this Plan,  words used in the  masculine
gender shall include the feminine and neuter, and the singular shall include the
plural and vice versa, as appropriate.

                                       10
<PAGE>
                                   APPENDIX A

                      NON-STATUTORY STOCK OPTION AGREEMENT

         BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
_____ day of __________, _____ ("Grant Date"), SWIFT TRANSPORTATION CO., INC., a
Nevada corporation (the "Company"),  and ___________________,  a key employee of
the Company (the "Optionee") hereby state, confirm, represent, warrant and agree
as follows:

                                       I

                                    RECITALS

     1.1 The  Company,  through  its  Board  of  Directors  (the  "Board"),  has
determined that in order to attract and retain the best available  personnel for
positions of substantial  responsibility to provide successful management of the
Company's  business,  it must offer a  compensation  package  that  provides key
employees of the Company a chance to  participate  financially in the success of
the Company by developing an equity interest in it.

     1.2 As part of the compensation  package, the Company has adopted the Swift
Transportation Co., Inc. 1999 Stock Option Plan (the "Plan") effective as of May
20, 1999.

     1.3  Shareholders  of the Company have adopted and approved the Plan on May
20, 1999.

     1.4 By this Agreement, the Company and the Optionee desire to establish the
terms upon which the Company is willing to grant to the Optionee, and upon which
the Optionee is willing to accept from the Company, an option to purchase shares
of common stock of the Company ("Common Stock").

                                       II

                                   AGREEMENTS

     2.1  GRANT  OF  NON-STATUTORY  STOCK  OPTION.  Subject  to  the  terms  and
conditions  hereinafter  set  forth  and  those  provisions  set forth and those
contained in the Plan,  the Company  grants to the Optionee the right and option
(the  "Option")  to purchase  from the  Company all or any part of an  aggregate
number of _____________ (_____) shares of Common Stock,  authorized but unissued
or, at the option of the Company,  treasury  stock if available  (the  "Optioned
Shares").

     2.2  EXERCISE  OF  OPTION.  Subject  to the  terms and  conditions  of this
Agreement and those of the Plan,  the Option may be exercised only by completing
and signing a written notice in substantially the following form:

     I hereby  exercise the Option  granted to me by Swift  Transportation  Co.,
     Inc.  and elect to  purchase  __________  shares of $.001 par value  Common
     Stock  of Swift  Transportation  Co.,  Inc.  for the  purchase  price to be
     determined under Paragraph 2.3 of this Stock Option Agreement.

                                      A-1
<PAGE>
     2.3  PURCHASE  PRICE.  The price to be paid for the  Optioned  Shares  (the
"Purchase Price") shall be $______________ per share.

     2.4 PAYMENT OF PURCHASE PRICE.  Payment of the Purchase Price shall be made
as follows:

         (a) In United States  dollars in cash or by check,  bank draft or money
order payable to the Company, or

         (b) At the  discretion of the Board,  through the delivery of shares of
Common Stock with an aggregate  fair market value at the date of such  delivery,
equal to the Purchase Price, or

         (c) By a combination of both (a) and (b) above.

The Board shall  determine  acceptable  methods for  rendering  Common  Stock as
payment  upon  exercise  of an  Option  and  may  impose  such  limitations  and
conditions  on the use of  Common  Stock  to  exercise  an  Option  as it  deems
appropriate. At the election of the Optionee pursuant to Section 17 of the Plan,
and subject to the  acceptance  of such  election  by the Board,  to satisfy the
Company's withholding obligations, it may retain such number of shares of Common
Stock subject to the exercised  Option which have an aggregate Fair Market Value
(as  defined  in the  Plan)  on the  date of  exercise  equal  to the  Company's
aggregate  federal,  state,  local and foreign tax withholding and FICA and FUTA
obligations  with  respect to income  generated by the exercise of the Option by
Optionee.

     2.5  EXERCISABILITY OF OPTION.  Subject to the provisions of Paragraph 2.6,
and except as otherwise  provided in  Paragraphs  2.8 and 2.9, the Option may be
exercised by the Optionee while in the employ of Company which shall include any
parent  ("Parent") or subsidiary  ("Subsidiary")  corporation  of the Company as
defined in Sections 425(e) and (f),  respectively,  of the Internal Revenue Code
of 1986, as amended ("Code"), in whole or in part from time to time, but only in
accordance with the following schedule:

                                               CUMULATIVE PERCENTAGE OF
       ELAPSED NUMBER OF YEARS              SHARES SUBJECT TO OPTIONS AS TO
           AFTER GRANT DATE                  WHICH OPTION MAY BE EXERCISED
           ----------------                  -----------------------------
                 0-4                                     None
                  5                                       20%
                  6                                       40%
                  7                                       60%
                  8                                       80%
                  9                                      100%

For purposes of the foregoing  schedule,  a year is measured from the grant date
to the anniversary of the grant date and between anniversary dates thereof.

     2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the Option,
to the extent not heretofore exercised,  shall terminate upon the first to occur
of the following dates:

                                      A-2
<PAGE>
         (a) The date on which  the  Optionee's  employment  by the  Company  is
terminated except if such termination is voluntary,  or occurs due to retirement
with the consent of the Board, death or disability within the meaning of Section
22(e)(3) of the Code;

         (b) Thirty (30) days after voluntary  termination or termination due to
retirement with the consent of the Board;

         (c) Six (6)  months  afar  termination  due to  disability  within  the
meaning of Section 22(e)(3) of the Code;

         (d) One (1) year after the Optionee's death; or

         (e)  __________________,  (being the  expiration  of a term equal to or
less than ten (10) years from the Grant Date).

     2.7  ADJUSTMENTS.  In the event of any stock  split,  reverse  stock split,
stock divided,  combination or reclassification of shares of Common Stock or any
other  increase or decrease in the number of issued shares of Common Stock,  the
number and kind of  Optioned  Shares  (including  any Option  outstanding  after
termination  of  employment  or deal) and the Purchase  Price per share shall be
proportionately  and appropriately  adjusted without any change in the aggregate
Purchase   Price  to  be  paid  therefor  upon  exercise  of  the  Option.   The
determination  by the Board as to the terms of any of the foregoing  adjustments
shall be conclusive and binding.

     2.8  LIQUIDATION,  SALE OF ASSETS  OR  MERGER.  In the event of a  proposed
dissolution or liquidation of the Company, the Option will terminate immediately
prior to the consummation of such proposed action,  unless otherwise provided by
the Board.  In the event of a proposed sale of all or  substantially  all of the
assets  of the  Company,  or the  merger  of the  Company  with or into  another
corporation,  the  option  shall be  assumed or an  equivalent  option  shall be
substituted by such successor corporation,  unless the Board determines that the
Optionee  shall  have the right to  exercise  the Option as to all of the Common
Stock subject to the Option. If the Board makes an Option fully exercisable, the
Board shall notify the Optionee that the Option shall be fully exercisable for a
period of thirty  (30) days from the date of such notice (but not later than the
expiration  of the  Option  term  under  Paragraph  2.6),  and the  Option  will
terminate upon the expiration of such period.  In the event the thirtieth (30th)
day  referred  to in this  Paragraph  shall fall on a day that is not a business
day, then the thirtieth (30th) day shall be the next following business day.

     2.9  ACQUISITION.  If any  person,  corporation  or other  entity  or group
thereof (the "Acquiror"),  acquires (an "Acquisition"),  other than by merger or
consolidation  or purchase from the Company,  the beneficial  ownership (as that
term is used in Section 13(d)(1) of the Securities  Exchange Act of 1934 and the
rules and regulations  promulgated thereunder) or shares of the Company's common
stock which, when added to any other shares the beneficial ownership of which is
held by the Acquiror, shall have more than 50% of the votes that are entitled to
be cast at  meetings  of  shareholders,  any  portion of the Option that was not
currently  exercisable  pursuant  to  Section  2.5  prior  to  the  date  of the
Acquisition  shall become  immediately  exercisable  and the Optionee may elect,
during the period  commencing on the date of the  Acquisition  and ending at the
close  of  business  on the  thirtieth  (30th)  day  following  the  date of the
Acquisition  (but not  later  than  the  expiration  of the  Option  term  under
Paragraph  2.6),  to exercise  the Option in whole or in part.  In the event the
thirtieth (30th) day referred to in this Section shall fall on a day that is not

                                      A-3
<PAGE>
a business  day,  then the  thirtieth  (30th) day shall be deemed to be the next
following business day.

     2.10  NOTICES.  Any  notice to be given  under  the terms of the  Agreement
("Notice")  shall be addressed  to the Company in care of its  secretary at 2200
South 75th Avenue,  Phoenix,  Arizona  85043,  or at its then current  corporate
headquarters.  Notice to be given to the  Optionee  shall be addressed to him or
her at his or her then current  residential  address as appearing on the payroll
records.

     Notice  shall be deemed  duly given  when  enclosed  in a  properly  sealed
envelope and deposited by certified mail,  return receipt  requested,  in a post
office  or  branch  post  office  regularly  maintained  by  the  United  States
Government.

     2.11 TRANSFERABILITY OF OPTION. The Option shall not be transferable by the
Optionee otherwise than by the will or the laws of descent and distribution, and
may be exercised during the life of the Optionee only by the Optionee.

     2.12 OPTIONEE NOT A  SHAREHOLDER.  The Optionee shall not be deemed for any
purposes to be a shareholder  of the Company with respect to any of the Optioned
Shares  except to the extent  that the  Option  herein  granted  shall have been
exercised with respect thereto and a stock certificate issued therefor.

     2.13  DISPUTES  OR  DISAGREEMENTS.  As a condition  of the  granting of the
Option  herein  granted,  the  Optionee  agrees,  for himself  and his  personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement  shall be determined by the Board in its
sole discretion,  and that any  interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.

     2.14 RIGHT TO REPURCHASE. In the event that:

         (a) Optionee voluntarily  terminates  employment with the Company or if
Optionee's  employment is involuntarily  terminated for nonperformance of duties
and if Optionee  subsequently becomes a sole proprietor,  partner,  stockholder,
officer, director,  employee,  independent contractor or consultant of or to any
business which is engaged in the contract of common carriage of goods; or

         (b) if Optionee's  employment  is  involuntarily  terminated  for gross
misconduct,  fraud, embezzlement,  theft or breach of any fiduciary duty owed to
the Company (the  "Triggering  Event"),  then the Board,  at its  discretion may
elect to  repurchase  from  Optionee  Optioned  Shares  for which an Option  was
granted to and  exercised by Optionee,  for the Purchase  Price paid by Optionee
under Paragraph 2.3, if such Triggering  Event occurs any time within five years
after the Option for such Optioned  Shares has been  exercised by Optionee.  The
Company  shall  exercise  its rights  hereunder by written  notification  to the
Optionee  to be given  within  180 days  after  the Board  becomes  aware of the
Triggering Event.

                                      A-4
<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this instrument to be executed
by its duly authorized officer, and the Optionee has hereunto affixed his or her
signature.

                                     SWIFT TRANSPORTATION CO., INC., a
                                     Nevada corporation


                                     By:
                                         ---------------------------------------
                                     Its:  President


                                     -------------------------------------------
                                     "OPTIONEE"

                                      A-5
<PAGE>
                                   APPENDIX B

                        INCENTIVE STOCK OPTION AGREEMENT

     BY THIS INCENTIVE  STOCK OPTION  AGREEMENT  ("Agreement")  made and entered
into this _____ day of __________,  _____ ("Grant Date"),  SWIFT  TRANSPORTATION
CO., INC., a Nevada  corporation (the  "Company"),  and  _______________,  a key
employee of the Company  (the  "Optionee")  hereby  state,  confirm,  represent,
warrant and agree as follows:

                                       I

                                    RECITALS

     1.1 The  Company,  through  its  Board  of  Directors  (the  "Board"),  has
determined that in order to attract and retain the best available  personnel for
positions of substantial  responsibility to provide successful management of the
Company's  business,  it must offer a  compensation  package  that  provides key
employees of the Company a chance to  participate  financially in the success of
the Company by developing an equity interest in it.

     1.2 As part of the compensation  package, the Company had adopted the Swift
Transportation Co., Inc. 1999 Stock Option Plan (the "Plan") effective as of May
20, 1999.

     1.3  Shareholders  of the Company have adopted and approved the Plan on May
20, 1999.

     1.4 By this Agreement, the Company and the Optionee desire to establish the
terms upon which the Company is willing to grant to the Optionee, and upon which
the Optionee is willing to accept from the Company, an option to purchase shares
of common stock of the Company ("Common Stock").

                                       II

                                   AGREEMENTS

     2.1 GRANT OF INCENTIVE  STOCK OPTION.  Subject to the terms and  conditions
hereinafter set forth and those  provisions set forth and those contained in the
Plan,  the Company grants to the Optionee the right and option (the "Option") to
purchase  from  the  Company  all  or  any  part  of  an  aggregate   number  of
_____________ (_____) shares of Common Stock, authorized but unissued or, at the
option of the Company, treasury stock if available (the "Optioned Shares").

     2.2  EXERCISE  OF  OPTION.  Subject  to the  terms and  conditions  of this
Agreement and those of the Plan,  the Option may be exercised only by completing
and signing a written notice in substantially the following form:

     I hereby  exercise the Option  granted to me by Swift  Transportation  Co.,
     Inc.  and elect to  purchase  __________  shares of $.001 par value  Common
     Stock  of Swift  Transportation  Co.,  Inc.  for the  purchase  price to be
     determined under Paragraph 2.3 of this Stock Option Agreement.

                                      B-1
<PAGE>
     2.3  PURCHASE  PRICE.  The price to be paid for the  Optioned  Shares  (the
"Purchase Price") shall be  $______________  per share,  which was not less than
the fair market value of the Optioned  Shares as  determined by the Board on the
Grant  Date,  or, in the case of an Option  granted to an  employee  who, on the
Grant Date owns ten percent (10%) or more of the Common Stock, as such amount is
calculated  under  Section  422(b)(6) of the Internal  Revenue Code of 1986,  as
amended  (the  "Code") not less than one  hundred and ten percent  (110%) of the
fair market value of the Optioned Stock.

     2.4 PAYMENT OF PURCHASE PRICE.  Payment of the Purchase Price shall be made
as follows:

         (a) In United States  dollars in cash or by check,  bank draft or money
order payable to the Company, or

         (b) At the  discretion of the Board,  through the delivery of shares of
Common Stock with an aggregate  fair market value at the date of such  delivery,
equal to the Purchase Price, or

         (c) By a combination of both (a) and (b) above.

The Board shall  determine  acceptable  methods for  rendering  Common  Stock as
payment  upon  exercise  of an  Option  and  may  impose  such  limitations  and
conditions  on the use of  Common  Stock  to  exercise  an  Option  as it  deems
appropriate. At the election of the Optionee pursuant to Section 17 of the Plan,
and subject to the  acceptance  of such  election  by the Board,  to satisfy the
Company's withholding obligations, it may retain such number of shares of Common
Stock subject to the exercised  Option which have an aggregate Fair Market Value
(as  defined  in the  Plan)  on the  date of  exercise  equal  to the  Company's
aggregate  federal,  state,  local and foreign tax withholding and FICA and FUTA
obligations  with  respect to income  generated by the exercise of the Option by
Optionee.

     2.5  EXERCISABILITY OF OPTION.  Subject to the provisions of Paragraph 2.6,
and except as otherwise  provided in  Paragraphs  2.8 and 2.9, the Option may be
exercised by the Optionee while in the employ of Company which shall include any
parent  ("Parent") or subsidiary  ("Subsidiary")  corporation  of the Company as
defined in Sections 425(e) and (f),  respectively,  of the Internal Revenue Code
of 1986, as amended ("Code"), in whole or in part from time to time, but only in
accordance with the following schedule:

                                                 CUMULATIVE PERCENTAGE OF
       ELAPSED NUMBER OF YEARS                SHARES SUBJECT TO OPTIONS AS TO
           AFTER GRANT DATE                    WHICH OPTION MAY BE EXERCISED
           ----------------                    -----------------------------
                 0-4                                       None
                  5                                         20%
                  6                                         40%
                  7                                         60%
                  8                                         80%
                  9                                        100%

For purposes of the foregoing  schedule,  a year is measured from the grant date
to the anniversary of the grant date and between anniversary dates thereof.

                                      B-2
<PAGE>
     2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the Option,
to the extent not heretofore exercised,  shall terminate upon the first to occur
of the following dates:

         (a) The date on which  the  Optionee's  employment  by the  Company  is
terminated except if such termination is voluntary,  or occurs due to retirement
with the consent of the Board, death or disability within the meaning of Section
22(e)(3) of the Code;

         (b) Thirty (30) days after voluntary  termination or termination due to
retirement with the consent of the Board;

         (c) Six (6)  months  afar  termination  due to  disability  within  the
meaning of Section 22(e)(3) of the Code;

         (d) One (1) year after the Optionee's death; or

         (e)  __________________,  (being the  expiration  of a term equal to or
less than ten (10) years from the Grant Date).

     2.7  ADJUSTMENTS.  In the event of any stock  split,  reverse  stock split,
stock divided,  combination or reclassification of shares of Common Stock or any
other  increase or decrease in the number of issued shares of Common Stock,  the
number and kind of  Optioned  Shares  (including  any Option  outstanding  after
termination  of  employment  or deal) and the Purchase  Price per share shall be
proportionately  and appropriately  adjusted without any change in the aggregate
Purchase   Price  to  be  paid  therefor  upon  exercise  of  the  Option.   The
determination  by the Board as to the terms of any of the foregoing  adjustments
shall be conclusive and binding.

     2.8  LIQUIDATION,  SALE OF ASSETS  OR  MERGER.  In the event of a  proposed
dissolution  or  liquidation  of the  Company  or the  proposed  sale  of all or
substantially  all of the assets of the  Company,  or the merger of the  Company
with or into  another  corporation,  the Option  will  become  fully  vested and
exercisable  except in the event that the surviving  entity or resulting  entity
agrees  to  assume  the  Option.  Upon or in  anticipation  of such  event,  the
Committee may cause the Option to terminate,  but will provide the Optionee with
a period of time to exercise the Option prior to the termination.

     2.9  ACQUISITION.  If any  person,  corporation  or other  entity  or group
thereof (the "Acquiror"),  acquires (an "Acquisition"),  other than by merger or
consolidation  or purchase from the Company,  the beneficial  ownership (as that
term is used in Section 13(d)(1) of the Securities  Exchange Act of 1934 and the
rules and regulations  promulgated thereunder) or shares of the Company's common
stock which, when added to any other shares the beneficial ownership of which is
held by the Acquiror, shall have more than 50% of the votes that are entitled to
be cast at  meetings  of  shareholders,  any  portion of the Option that was not
currently  exercisable  pursuant  to  Section  2.5  prior  to  the  date  of the
Acquisition  shall become  immediately  exercisable  and the Optionee may elect,
during the period  commencing on the date of the  Acquisition  and ending at the
close  of  business  on the  thirtieth  (30th)  day  following  the  date of the
Acquisition  (but not  later  than  the  expiration  of the  Option  term  under
Paragraph  2.6),  to exercise  the Option in whole or in part.  In the event the
thirtieth (30th) day referred to in this Section shall fall on a day that is not
a business  day,  then the  thirtieth  (30th) day shall be deemed to be the next
following business day.

                                      B-3
<PAGE>
     2.10  NOTICES.  Any  notice to be given  under  the terms of the  Agreement
("Notice")  shall be addressed  to the Company in care of its  secretary at 2200
South 75th Avenue,  Phoenix,  Arizona  85043,  or at its then current  corporate
headquarters.  Notice to be given to the  Optionee  shall be addressed to him or
her at his or her then current  residential  address as appearing on the payroll
records.

     Notice  shall be deemed  duly given  when  enclosed  in a  properly  sealed
envelope and deposited by certified mail,  return receipt  requested,  in a post
office  or  branch  post  office  regularly  maintained  by  the  United  States
Government.

     2.11   NOTIFICATION   OF  DISPOSITION  OF  SHARES.   The  Optionee   hereby
acknowledges  that a  disposition  of shares of Common Stock  acquired  upon the
exercise  of the  Option  within two (2) years from the Grant Date or within one
(1) year after the  transfer of such shares of Common  Stock to him or her would
result in detrimental income tax consequences to the Optionee.

     The  Optionee   hereby  agrees  to  promptly  notify  the  Company  of  any
disposition  of  shares  of  Common  Stock  within  either  of  the  above  time
limitations.

     2.12 MODIFICATION OF AGREEMENT. With the consent of Optionee, the Board may
at any time and from time to time direct that the  Agreement be modified in such
respects deemed advisable in order that the Option shall constitute an incentive
stock option pursuant to Section 422 of the Code.

     2.13 TRANSFERABILITY OF OPTION. The Option shall not be transferable by the
Optionee otherwise than by the will or the laws of descent and distribution, and
may be exercised during the life of the Optionee only by the Optionee.

     2.14 OPTIONEE NOT A  SHAREHOLDER.  The Optionee shall not be deemed for any
purposes to be a shareholder  of the Company with respect to any of the Optioned
Shares  except to the extent  that the  Option  herein  granted  shall have been
exercised with respect thereto and a stock certificate issued therefor.

     2.15  DISPUTES  OR  DISAGREEMENTS.  As a condition  of the  granting of the
Option  herein  granted,  the  Optionee  agrees,  for himself  and his  personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement  shall be determined by the Board in its
sole discretion,  and that any  interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.

     2.16 RIGHT TO REPURCHASE. In the event that:

         (a) Optionee voluntarily  terminates  employment with the Company or if
Optionee's  employment is involuntarily  terminated for nonperformance of duties
and if Optionee  subsequently becomes a sole proprietor,  partner,  stockholder,
officer, director,  employee,  independent contractor or consultant of or to any
business which is engaged in the contract of common carriage of goods; or

         (b) if Optionee's  employment  is  involuntarily  terminated  for gross
misconduct,  fraud, embezzlement,  theft or breach of any fiduciary duty owed to
the Company (the  "Triggering  Event"),  then the Board,  at its  discretion may
elect to  repurchase  from  Optionee  Optioned  Shares  for which an Option  was
granted to and  exercised by Optionee,  for the Purchase  Price paid by Optionee

                                      B-4
<PAGE>
under Paragraph 2.3, if such Triggering  Event occurs any time within five years
after the Option for such Optioned  Shares has been  exercised by Optionee.  The
Company  shall  exercise  its rights  hereunder by written  notification  to the
Optionee  to be given  within  180 days  after  the Board  becomes  aware of the
Triggering Event.

     IN WITNESS  WHEREOF,  the Company has caused this instrument to be executed
by its duly authorized officer, and the Optionee has hereunto affixed his or her
signature.

                                    SWIFT TRANSPORTATION CO., INC., a
                                    Nevada corporation



                                    By
                                       -----------------------------------------
                                    Its:  President


                                    --------------------------------------------
                                    "OPTIONEE"

                                      B-5