NONQUALIFIED DEFERRED COMPENSATION AGREEMENT

     This Nonqualified Deferred Compensation Agreement (the "Agreement") is made
and entered into effective March 14, 2000 (the "Effective Date"),  between Swift
Transportation  Co.,  Inc.,  an Arizona  corporation  ("Swift"),  and William F.
Riley, III, a Phoenix, Arizona resident ("Riley").

                                     RECITAL

     The  purpose of this  Agreement  is to provide  an  incentive  for Riley to
remain in Swift's  employ  through at least June 24, 2006 (the "Vesting  Date"),
and to  motivate  Riley to  maintain  the  level of  capable,  industrious,  and
efficient performance of his duties that has marked his service to Swift.

                                   AGREEMENTS

     NOW,  THEREFORE,   in  consideration  of  the  foregoing  recital  and  the
agreements herein contained, the parties agree as follows:

1. Deferred Compensation Account.

          a. Contingent  Deposits.  Until the earliest to occur of Riley's death
or permanent disability, termination with or without cause, or the Vesting Date,
Swift shall deposit each month, from March, 2000, through June, 2006, the sum of
$50,738.67  into an  investment  account  (the  "Account")  held  by a  National
Association  of Securities  Dealers,  Inc.  member  broker dealer  designated by
Swift's Board of Directors (the "Board") for the benefit of Swift. Such deposits
shall occur on the 24th day of each month commencing March 24, 2000, or the next
succeeding business day. The final deposit shall be made on the Vesting Date.

          b. Designating Investments.  Riley, for so long as funds remain in the
Account,  shall be  entitled  to direct the  investment  of funds in the Account
toward any combination of mutual funds, bonds, publicly-traded stocks, and money
market accounts. If requested to do so by Riley, the Board may engage investment
advisers or brokers that offer these investment  choices,  and all costs of such
services and  administering  the Account  shall be charged  against the Account.
Riley shall be entitled to make investment  designations at reasonable intervals
approved  by  Swift's  Chief  Executive  Officer,  or,  in the  absence  of such
approval, quarterly.

          c. Earnings or Loss; Taxes. It is acknowledged and understood that the
cumulative  total of all  deposits  to the  Account,  if made in the  amount  of
$50,738.67 over 76 payments, will be $3,856,138.92,  and any earnings thereon or
appreciation therein will be tax-affected at Swift's highest marginal tax rates

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(state and  federal) and  retained by Swift.  The  earnings  (gain) or loss from
investments  made  pursuant to  paragraph  b. of this Section 1, net of taxes on
earnings  or  gains  and any  expenses  properly  chargeable  thereto,  shall be
determined  annually for the Account at the close of the year by the Board,  and
reported to Riley.

          d.  Withdrawl from Account.  It is  acknowledged  and understood  that
Swift shall withdraw funds from the Account equal to the amount of funds paid to
Riley  pursuant to  paragraphs  d. or e. of Section 2 of this  Agreement.  Funds
remaining in the Account following such withdrawals shall remain subject to this
Section 1.

2. Swift's Obligation to Pay Deferred Compensation.

          a. Payment on Vesting Date. Provided payment is not otherwise required
or  prohibited  under  this  Agreement,  on the  Vesting  Date the  Board  shall
authorize  and direct the payment of funds to Riley  pursuant to paragraph e. of
this Section 2.

          b. Death or Disability.  If Riley dies or becomes permanently disabled
(as hereinafter  defined) before the Vesting Date, the Board shall authorize and
direct  payment of funds to  Riley's  estate,  in the case of his  death,  or to
Riley, in the case of his permanent disability, pursuant to paragraph e. of this
Section 2. For purposes of this Agreement,  permanent  disability shall mean the
inability,  for physical or mental  reasons,  of Riley to perform the  essential
functions  of his  position  with  Swift for more than a six  month  period,  as
determined by a medical doctor selected by Swift.

          c.  Termination for Cause. In the event Riley's  employment with Swift
is terminated for "Cause" prior to the Vesting Date,  Riley shall be entitled to
receive nothing under the terms of this Agreement. Cause shall mean:

          i.   If Riley is  convicted or pleads  guilty or no contest  under any
               applicable  criminal  code  or  statute  of a  felony  or of  any
               misdemeanor  involving  fraud or dishonesty  against Swift or any
               affiliated or successor entity;

          ii.  If Riley  breaches any fiduciary  duty to Swift or any affiliated
               or successor entity;

          iii. If  Riley, willfully  and continually  neglects to  substantially
               perform  those  duties  reasonably  expected  of a person  in his
               position and fails to cure such performance  within ten (10) days
               after a majority of Swift's directors,  other than Riley, deliver
               a written demand for substantial  performance  that  specifically
               identifies the manner in which such  directors  believe Riley has
               not substantially performed his duties; or

          iv.  If Riley ceases to be continuously  employed on a full-time basis
               at any time  prior to the  Vesting  Date,  except in the event of
               death, permanent disability, or termination without cause.

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For purposes of this Agreement,  continuously employed shall mean the lack of an
unapproved  absence from his duties for a period of 30 consecutive  days, unless
within ten (10) days after written  notice to return is given,  Riley shall have
returned to the performance of his duties on a full-time basis.

          d. Termination  Without Cause.  Except as provided for in paragraph b.
of this Section 2, in the event Riley is  terminated  other than for Cause prior
to the Vesting Date,  the Board shall  authorize and direct the payment of funds
to Riley as follows:  Riley shall be entitled to receive an amount  equal to 50%
of the value of the  Account on the  immediately  preceding  December  31st (the
"Termination  Without Cause Amount").  In determining  the  Termination  Without
Cause  Amount,  Swift shall  calculate  the value of the funds in the Account on
such  date,  net of  taxes  on  earnings  or  gains  and any  expenses  properly
chargeable to the Account as referenced in Section 1.c. The Termination  Without
Cause Amount shall be paid to Riley net of federal or state payroll tax or other
required  withholdings,  in the manner and at the time(s) prescribed for payment
of Deferred Compensation in paragraph e. of this Section 2.

          e. Payment of Deferred Compensation. To the extent Riley or his estate
is entitled to receive payment under  paragraphs a. or b. of this Section 2 (the
"Deferred  Compensation")  or the  Termination  Without Cause Amount pursuant to
paragraph  d. of this  Section  2,  such  payment  shall be paid to Riley or his
estate in annual installments;  the first installment to be paid on December 24,
2006, and later  installments  on the  anniversary  thereof.  In determining the
amount of any annual  installment,  Swift shall  calculate the value of funds in
the Account on the date an installment is paid (the "Installment  Date"), net of
taxes on earnings  or gains,  federal  and state  payroll tax or other  required
withholdings,  and any expenses properly chargeable to the Account as referenced
in  Section  1.c. On each  Installment  Date,  Swift  shall pay to Riley or his
estate the lesser of $1,000,000,  or the amount (the  "Difference") by which all
applicable  employee  remuneration  (as "applicable  employee  remuneration"  is
defined under  Section  162(m)(4)(A)  of the Internal  Revenue Code, as amended)
received by Riley from Swift in the year the  installment  is paid, is less than
the  deductible  salary cap imposed  with respect to "covered  employees"  under
Section   162(m)(1)  of  the  Internal  Revenue  Code,  as  amended   (currently
$1,000,000).  Notwithstanding the foregoing, if any determination of the balance
of the Account,  as computed above,  results in a value that does not exceed the
lesser of $ 1,000,000 or the  Difference,  such value shall be the amount of the
final installment payment.


          f. Rights to Deferred  Compensation or the  Termination  Without Cause
Amount.  Any rights to Deferred  Compensation or the  Termination  Without Cause
Amount  that Riley or his estate may acquire  under the terms of this  Agreement
shall be mere unsecured contractual rights against Swift. Such rights may not be
anticipated,  transferred, assigned, alienated, pledged, or encumbered by Riley,
his  estate,  or  any  of  his   beneficiaries,   or  subjected  to  attachment,
garnishment,  levy, execution,  or other legal or equitable process initiated by
the creditors of Riley, his estate, or his beneficiaries.

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3. Miscellaneous.

          a. Rights and Title to Certain Assets. Nothing in this Agreement shall
be  construed  as  bestowing  upon Riley,  his estate,  or his  beneficiaries  a
preferred  claim on, or any  beneficial  ownership  interest  in,  any assets of
Swift,  including  those  assets held in the  Account.  Swift shall at all times
retain  title  to  and  beneficial  ownership  of any  assets,  whether  cash or
investments,  which  Swift  may set  aside or  earmark  to meet  its  contingent
deferred obligations hereunder.

          b. Entire Agreement;  Amendment.  This Agreement represents the entire
agreement of the parties  with respect to its subject  matter and may be altered
or amended only by a writing signed by both parties.

          c.   Counterparts.   This   Agreement  may  be  executed  in  separate
counterparts,  each of which shall be considered an original and together  shall
constitute the entire document.

          d. Applicable Law; Severabiltiy.  This Agreement shall be governed and
construed in accordance with the laws of the State of Arizona.  In the event any
provision of this Agreement is held invalid,  illegal, or unenforceable in whole
or in part,  neither the validity of the remaining part of such  provision,  nor
the  validity  of any other  provision  of this  Agreement,  shall in any way be
affected thereby. In lieu of such invalid,  illegal, or unenforceable  provision
there  shall be added  automatically  a  provision  as  similar in terms to such
invalid,  illegal,  or  unenforceable  provision as may be possible and still be
legal, valid, or enforceable.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed effective on the Effective Date.


SWIFT TRANSPORTATION CO., INC.

By: /s/ Jerry Moyes                       /s/ William F. Riley III
    -------------------------------       --------------------------------------
    Jerry Moyes, President                 William F. Riley III, Individually

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