Exhibit 4.9

                              M. S. CARRIERS, INC.

                             1996 STOCK OPTION PLAN

     1. PURPOSE. The 1996 Stock Option Plan (the "Plan") is to benefit M.S.
Carriers, Inc. (the "Company") in attracting and retaining outstanding personnel
by offering to its employees a favorable opportunity to become owners of the
Common Stock , $.01 par value, of the Company and is intended to advance the
best interests of the Company by providing employees with additional incentive
by enabling them to obtain a proprietary interest in the success of the Company.

     2. ADMINISTRATION. Except as provided in Paragraph 4, the Plan shall be
administered by the members of the Executive Compensation Committee of the Board
of Directors who are not employees of the Company (the "Committee"), which
committee shall consist of not less than two members. Meetings shall be held at
such times and places as shall be determined by the Committee. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at any meeting
shall decide any question brought before that meeting. In addition, the
Committee may take any action otherwise proper under the Plan by the unanimous
written consent of its members. No member of the Committee shall be liable for
any act or omission of any other member of the Committee or for any act or
omission on his own part, including but not limited to the exercise of any power
or discretion given to him under the Plan, except those resulting from his own
gross negligence or willful misconduct. All questions of interpretation and
application of the Plan, or of options granted hereunder (the "Options"), shall
be subject to the determination, which shall be final and binding, of a majority
of the Committee.

     3. OPTION SHARES. The stock subject to the Options and other provisions of
the Plan shall be shares of the Company's Commons Stock, $.01 par value, (the
"Stock"). The total amount of the Stock with respect to which Options may be
granted under this Plan shall not exceed in the aggregate One Million Five
Hundred Thousand (1,500,000) shares; provided, that the class and aggregate
number of shares of Stock which may be subject to Options granted hereunder
shall be subject to adjustment in accordance with the provisions of Paragraph 16
hereof. Such shares of Stock may be treasury shares or authorized but unissued
shares of Stock. In the event that any outstanding Option for any reason shall
expire or is terminated or canceled, the shares of Stock allocable to the
unexercised portion of such Option may again be subject to an Option under the
Plan.

     4. AUTHORITY TO GRANT OPTIONS. Options granted under the Plan may, in the
discretion of the Committee, be either incentive stock options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified stock options. Each stock option agreement or other appropriate
documentation shall specifically state, for each Option granted thereunder,
whether the Option is an incentive stock option or a non-qualified option, but
any Option not designated by the Committee as an incentive stock option shall be
a non-qualified stock option. In no event, however, shall both an incentive
stock option and a non-qualified stock option be granted together under the Plan
in such a manner that the exercise of one Option affects the right to exercise
the other. No Options shall be granted under the Plan subsequent to March 25,
2006. Except as provided in Paragraph 6, all provisions of this Plan apply to
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both incentive and non-qualified options. The only Options under the Plan which
may be granted are those which either (i) are granted after adoption of the Plan
and are conditioned upon approval of the Plan by the stockholders of the Company
within twelve months of such adoption or (ii) are granted after both adoption of
the Plan and approval thereof by the stockholders of the Company within twelve
months after the date of such adoption, all as provided in Paragraph 20 hereof.

     5. ELIGIBILITY FOR STOCK OPTIONS. Individuals who shall be eligible to
receive Options under the Plan shall be all employees of the Company.

     6. PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. The following
provisions shall apply only to incentive stock options granted under the Plan:

          (i)   Incentive stock options granted to any employee must have an
                exercise price equal to at least 100% of the fair market value
                of the Stock (determined in accordance with Paragraph 7) subject
                to the Option.

          (ii)  No incentive stock option shall be granted to any employee who,
                at the time such Option is granted, owns, within the meaning of
                Section 422(b)(6) of the Code, stock possessing more than 10
                percent of the total combined voting power of all classes of
                Stock of the Company or any of its subsidiaries, except that
                such an Option may be granted to such an employee if at the time
                the Option is granted the option price is at least 110 percent
                of the fair market value of the Stock (determined in accordance
                with Paragraph 7) subject to the Option, and the Option by its
                terms is not exercisable after the expiration of five years from
                the date the Option is granted.

          (iii) To the extent that the aggregate fair market value of stock with
                respect to which incentive stock options (without regard to this
                subparagraph) are exercisable for the first time by any
                individual during any calendar year (under all plans of the
                Company) exceeds $100,000, such Options shall be treated as
                Options which are not incentive stock options. This subparagraph
                shall be applied by taking Options into account in the order in
                which they were granted. If some but not all Options granted on
                any one day are subject to this subparagraph, then such Options
                shall be apportioned between incentive stock option and
                non-qualified stock option treatment in such manner as the
                Committee shall determine. For purposes of the subparagraph, the
                fair market value of any Stock shall be determined, in
                accordance with Paragraph 7, as of the date the option with
                respect to such Stock is granted.

          (iv)  No incentive stock option granted under the Plan shall be
                exercisable any sooner than one year from the date of grant.

     7. OPTION PRICE; FAIR MARKET VALUE. Subject to Paragraph 6, the price at
which shares of Stock may be purchased pursuant to an Option shall be not less
than one hundred percent (100%) of the fair market value of the shares of Stock

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on the date the Option is granted, and the Committee in its discretion may
provide that the price at which shares may be so purchased shall be more than
such fair market value. For all purposes of this Plan, the "fair market value"
of the Stock shall be the mean of the highest and lowest selling prices of the
Stock as reported in The Wall Street Journal on the applicable date or, if there
were no sales of Common Stock reported for such date, for the last trading day
before the date as of which such fair market value is to be determined.

     8. DURATION OF OPTIONS. Subject to Paragraph 6(ii), no Option shall be
exercisable after the expiration of ten years from the date such Option is
granted. An Option shall expire immediately following the last day on which such
Option is exercisable pursuant to this Paragraph 8 or any decision of the
Committee made pursuant to Paragraph 9.

     9. AMOUNT EXERCISABLE. Subject to Paragraph 6(iv), the Committee in its
discretion may provide that an Option shall be exercisable throughout the term
of the Option or during any lesser period of time commencing on or after the
date of grant of the Option and ending upon or before the expiration of the
term. Each Option may be exercised, so long as it is valid and outstanding, from
time to time in part or as a whole, subject to any limitations with respect to
the number of shares for which the Option may be exercised at a particular time
and to such other conditions as the Committee in its discretion may specify upon
such granting the Option.

     10. EXERCISE OF OPTIONS. Options shall be exercised by the delivery of
written notice to the Company setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with cash, certified
check, bank draft or postal or express money order payable to the order of the
Company for an amount equal to the Option price of such shares of Stock, or, if
allowed by the terms of the Option, by exchanging shares of Stock owned by the
Optionee, so long as the exchanged shares of Stock plus cash (or certified
check) paid, if any, have a total fair market value (determined in accordance
with Paragraph 7, as of the date of exercise) equal to the purchase prices for
such shares to be acquired upon exercise of said Option, and specifying the
address to which the certificates for such shares are to be mailed. Whenever an
Option is exercised by exchanging shares of Stock theretofore owned by the
Optionee: (1) no shares of Stock received upon exercise of that Option
thereafter may be exchanged to pay the Option price for additional shares of
Stock within the following six months; and (2) the Optionee shall deliver to the
Company certificates registered in the name of such Optionee representing a
number of shares of Stock legally and beneficially owned by such Optionee, free
of all liens, claims, and encumbrances or every kind, accompanied by stock
powers duly endorsed in blank by the record holder of the shares represented by
such certificates, with signature guaranteed by a commercial bank or trust
company or by a brokerage firm having a membership on a registered national
stock exchange. Such notice may be delivered in person to the Secretary of the
Company, or may be sent by mail to the Secretary of the Company, in which case
delivery shall be deemed made on the date such notice is received. As promptly
as practicable after receipt of such written notification and payment, the
Company shall deliver to the Optionee certificates for the number of shares with
respect to which such option has been so exercised, issued in the Optionee's
name; provided, that such delivery shall be deemed effected for all purposes
when a stock transfer agent of the company shall have deposited such
certificates in the United States mail, addressed to the Optionee, at the
address specified pursuant to this Paragraph 10. The delivery of certificates
upon the exercise of Options may, in the discretion of the Committee, be subject

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to any reasonable conditions, including, but not limited to (a) payment to the
Company by the person exercising such Option of the amount, determined by the
Company, of any tax liability of the Company (including but not limited to
employment taxes required to be withheld) resulting from such exercise, or from
a sale or other disposition of the stock issued upon exercise of such Option and
(b) agreement by the person exercising such Option to provide the Company with
such information as the Company might reasonably request pertaining to such
exercise, sale or other disposition. In its discretion, the Committee may
provide that the Optionee may elect to have the Company accept or retain Stock
as payment of an Optionee's liability to the Company, as set forth in (a) above.

     11. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
Optionee other than by will or under the laws of descent and distribution, and
shall be exercisable, during the Optionee's lifetime, only by the Optionee.

     12. TERMINATION OF EMPLOYMENT OF OPTIONEE. Except as may be otherwise
expressly provided herein, Options shall terminate on such date as shall be
selected by the Committee in its discretion and specified in the option
agreement. If an Optionee and the Company sever their employment relationship
for any reason (except as otherwise provided for herein) , the Option shall
terminate not later than one day less than three months following the severance
of the employment relationship. Whether authorized leave of absence, or absence
on military or government service, shall constitute severance of the employment
relationship between the Company and the Optionee, shall be determined by the
Committee at the time thereof. If, before the date of expiration of the Option,
the Optionee shall be retired in good standing from the employ of the Company
for reasons of age or disability under the then established rules of the
Company, the Option shall terminate on the earlier of such date of expiration or
one year after the date of such retirement. In the event of such retirement, the
Optionee shall have the right prior to the termination of such Option to
exercise the Option to the extent to which he was entitled to exercise such
Option immediately prior to such retirement; however, in the event that the
Optionee has retired on or after attaining the age of sixty-two (62) years, the
Optionee shall be entitled to exercise all or any part of such Option. Upon the
death of the Optionee, his executors, administrators, or any person or persons
to whom his Option may be transferred by will or by the laws of descent and
distribution, shall have the right, at any time prior to the earlier of the date
of expiration or one year following the date of such death, to exercise the
Option, in whole or in part (without regard to any limitations imposed pursuant
to Paragraph 9 hereof) In the event that the Committee grants an Option
designating it as an incentive stock option, and the Optionee's employment
status changes, but such person continues as a director or an affiliate of the
Company, then the Company in its discretion may, upon request of the Optionee,
elect that the Option previously granted shall continue in full force and effect
as a non-qualified stock option. In the event that the Committee grants an
Option designating it as a non-qualified stock option, and the person's status
with the Company or its subsidiary corporations changes, but such person
continues as an affiliate of the Company, then the Company in its discretion may
elect that the Option previously granted shall continue in full force and
effect. The Committee shall be permitted, in its discretion, to grant to any
employee an Option which is an incentive stock option or a non-qualified stock
option with a provision that the Option shall continue in full force and effect
as non-qualified stock option if the person's status with the Company or its
subsidiary changes, but such person continues as an affiliate of the Company.

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     13. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue
any shares under any Option if the issuance of such shares shall constitute a
violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority. In addition, in connection with the
Securities Act of 1933 (as now in effect and hereafter amended), upon exercise
of any Option, the Company shall not be required to issue Stock unless the
Committee has received evidence satisfactory to it to the effect that the holder
of such Option will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless a reasonably satisfactory opinion
of counsel addressed to the Company has been received by the Company to the
effect that such registration is not required. Any determination in this
connection by the Committee shall be final, binding and conclusive. In the event
the shares issuable on exercise of an Option are not registered under the
Securities Act of 1933, the Company may imprint the following legend or any
other legend which counsel for the Company considers necessary or advisable to
comply with the Securities Act of 1933:

          "The shares of stock represented by this certificate have not been
          registered under the Securities Act of 1933 or under the securities
          laws of any State and may not be sold or transferred except upon such
          registration or upon receipt by the Corporation of an opinion of
          counsel satisfactory to the Corporation, in form and substance
          satisfactory to the Corporation, that registration is not required for
          such sale or transfer."

     The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended); and in the event any shares are so registered,
the Company may remove any legend on certificates representing such shares. The
Company shall not be obligated to take any other affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority.

     14. NO RIGHTS AS STOCKHOLDER. No Optionee shall have rights as a
stockholder with respect to shares covered by any option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Paragraph 16 hereof, no adjustment for dividends, or otherwise,
shall be made if the record date thereof is prior to the date of issuance of
such certificate.

     15. NO EMPLOYMENT OBLIGATION. The granting of any Option shall not impose
upon the Company any obligation to employ or continue to employ any Optionee;
and the right of the Company to terminate the employment of any employee shall
not be diminished or affected by reason of the fact that an Option has been
granted to the employee.

     16. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company s capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

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     If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number,
class, and per share price of shares of stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to entitle an
Optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had he exercised his Option in full immediately prior to the event
requiring the adjustment; and (b) the number and class of shares then reserved
for issuance under the Plan shall be adjusted by substituting for the total
number and class of shares of stock that would have been received by the owner
of an equal number of outstanding shares of each class of Stock as the result of
the event requiring the adjustment.

     After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each holder of an outstanding Option shall,
at no additional cost, be entitled upon exercise of such Option to receive
(subject to any required action by stockholders) in lieu of the number and class
of shares as to which such Option would have been so exercisable in the absence
of such event, the number and class of shares of stock or other securities to
which such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such merger or
consolidation, such holder had been the holder of record of the number and class
of shares of Stock equal to the number and class as to which such Option shall
be so exercised.

     If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company sells or otherwise disposes of substantially all its assets to
another corporation and is liquidated while unexercised Options remain
outstanding under the Plan, (i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation or sale and liquidation,
as the case may be, each holder of an outstanding Option shall be entitled, upon
exercise of such Option, to receive, in lieu of shares of the Stock, shares of
such stock or other securities as the holders of shares of such class of Stock
received pursuant to the terms of the merger, consolidation or sale; (ii) the
Board of Directors may waive any limitations imposed pursuant to Paragraph 9
hereof so that all Options, from and after a date prior to the effective date of
such merger, consolidation, or sale and liquidation, as the case may be,
specified by the Board, shall be exercisable in full; and (iii) all outstanding
Options may be canceled by the Board of Directors as of the effective date of
any such merger, consolidation or sale and liquidation provided that (x) notice
of such cancellation shall be given to each holder of an Option and (y) each
holder of an Option shall have the right to exercise such Option in full
(without regard to any limitations imposed pursuant to Paragraph 9 hereof)
during a 30-day period preceding the effective date of such merger,
consolidation or sale and liquidation.

     Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon

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conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number, class or price of shares of Stock then
subject to outstanding Options.

     17. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may modify,
revise or terminate this Plan at any time and from time to time; provided,
however, that without the further approval of the holders of at least a majority
of the shares of stock of the Company present in person or by proxy and entitled
to vote on the election of directors, the Board may not increase the aggregate
number of shares which may be issued under Options pursuant to provisions of the
Plan, change the class of employees eligible under the Plan, or materially
increase the benefits accruing to participants under the Plan. Consistent with
the foregoing limitations, the Committee shall determine whether and to what
extent any amendment, modification, revision or termination will affect any
outstanding Options.

     18. WRITTEN DOCUMENTATION. Each Option granted hereunder shall be embodied
in a written option agreement or such other appropriate documentation as the
Committee in its discretion shall deem advisable.

     19. INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each present
and future member of the Committee against, and each member of the Committee
shall be entitled without further act on his part to indemnify from the Company
for, all expenses (including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be involved by reason of his being or having been a member of the Committee at
the time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such member of the Committee (a)
in respect of matters as to which he shall be finally adjudged in any such
action, suit or proceeding to have been guilty of gross negligence or willful
misconduct in the performance of his duty as such member of the Committee, or
(b) in respect of any matter in which any settlement is effected, to an amount
in excess of the amount approved by the Company on the advice of its legal
counsel; and provided further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any such
member of the Committee unless, within sixty (60) days after institution of any
such action, suit or proceeding, he shall have offered the Company, in writing,
the opportunity to handle and defend same at its own expense. The foregoing
right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Committee and shall be in addition to
all other rights to which such member of the Committee may be entitled as a
matter of law, contract, or otherwise.

     20. ADOPTION, APPROVAL AND EFFECTIVE DATE OF PLAN. The Plan shall be
considered adopted and shall become effective on the date the Plan is approved
by the Board of Directors of the Company; provided, however, that the Plan and
any grants of Options thereunder, shall be void, if the stockholders of the
Company shall not have approved adoption of the Plan within twelve months after
such effective date.

                                        Adopted By The Board of Directors
                                        By Resolution dated March 26, 1996

                                        /s/ M.J. Barrow
                                        ----------------------------------------
                                        M.J. Barrow, Secretary

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