SWFT

FORM OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION

OF

SWIFT TRANSPORTATION CO., INC.

(Reflecting Proposed Amendments)

ARTICLE I

NAME AND DURATION

The name of this corporation shall be SWIFT TRANSPORTATION CO., INC. The
duration of this corporation shall be perpetual.

ARTICLE II

PURPOSE

The purpose for which this corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
laws of the State of Nevada as they may be amended from time to time.

ARTICLE III

AUTHORIZED CAPITAL

The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is Two-Hundred-One million
(201,000,000) shares consisting of:

(i) Two-Hundred million (200,000,000) shares of Common Stock, par
value $0.001 per share (hereinafter referred to as "Common Stock"); and

(ii) One million (1,000,000) shares of Preferred Stock, par value
$.001 per share (hereinafter referred to as "Preferred Stock").

The Preferred Stock may be issued from time to time in one or more series,
each of such series to have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in a resolution or resolutions
providing for the issue of such series adopted by the Board of Directors. As so
provided in such resolution or resolutions and as and to the extent permitted by
law, the shares of any series of the Preferred Stock may be made subject to
redemption, or convertible into or exchangeable for shares of any other class or
series, by the corporation at its option or at the option of the holders or upon
the happening of a specified event.

Shares of any series of Preferred Stock which shall be issued and
thereafter acquired by the corporation through purchase, redemption, conversion,
exchange or otherwise, shall return to the status of authorized but unissued

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Preferred Stock of the same series unless otherwise provided in the resolution
or resolutions of the Board of Directors. Unless otherwise provided in the
resolution or resolutions of the Board of Directors providing for the issuance
thereof, the number of authorized shares of stock of any such series may be
increased or decreased (but not below the number of shares thereof then
outstanding) by resolution or resolutions of the Board of Directors. In case the
number of outstanding shares of any such series of Preferred Stock shall be
decreased, the shares representing such decrease shall, unless otherwise
provided in the resolution or resolutions of the Board of Directors providing
for the issuance thereof, resume the status of authorized but unissued Preferred
Stock, undesignated as to series.

No holder of Common Stock or any series of Preferred Stock shall have the
right to cumulate votes in the election of directors of the corporation or for
any other purpose.

ARTICLE IV

PREEMPTIVE RIGHTS

No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or other securities of the corporation shall have any preemptive right to
purchase or subscribe for any unissued stock or security of any class or series
or any additional shares of any class or series to be issued by reason of
increase in the authorized capital stock of the corporation of any class or
series, bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the corporation of any class or
series. Any such unissued stock, additional authorized issue of shares of any
class or series of stock or securities convertible into or exchangeable for
stock or carrying any right to purchase stock, may be issued and disposed of
pursuant to resolution of the Board of Directors to such persons, whether such
holders or others, and upon such terms as may be deemed advisable by the Board
of Directors in the exercise of its sole discretion.

ARTICLE V

REGISTERED AGENT

The name and address of the initial registered agent of the corporation is
The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada
89501.

ARTICLE VI

BOARD OF DIRECTORS

1. NUMBER AND CLASS OF DIRECTORS.

The Board of Directors shall have sole authority to determine the number of
Directors, within the limits set forth herein, and may increase or decrease the
exact number of Directors from time to time by resolution duly adopted by such
Board. No decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director. The exact number of Directors
shall be seven (7) until so increased or decreased.

The number of Directors shall be divided into three (3) classes, as nearly
equal in number as may be, to serve in the first instance until the first,
second and third annual meetings of the Stockholders to be held, respectively,
and until their successors shall be elected and shall qualify. In the case of

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any increase in the number of Directors of the Corporation, the additional
Directors shall be so classified that all classes of Directors shall be
increased equally as nearly as may be, and the additional Directors shall be
elected as provided herein by the Directors or by the Stockholders at an annual
meeting. In case of any decrease in the number of Directors of the Corporation,
all classes of Directors shall be decreased equally, as nearly as may be.
Election of Directors shall be conducted as provided in these Articles, by law
or in the Bylaw.

The name and mailing address of each person who is to serve as a director
until the first, second and third annual meetings of the Stockholders and until
their successors are elected and qualified, and the class designation and term
of office of each director is:

NAME AND MAILING ADDRESS CLASS TERM OF OFFICE
------------------------ ----- --------------
Rodney K. Sartor Class I Term Ending 1994
1705 Marietta Way, Suite A
Sparks, Nevada 89431

Earl H. Scudder, Jr. Class I Term Ending 1994
1705 Marietta Way, Suite A
Sparks, Nevada 89431

Robert W. Cunningham Class II Term Ending 1995
1705 Marietta Way, Suite A
Sparks, Nevada 89431

Alphonse E. Frei Class II Term Ending 1995
1705 Marietta Way, Suite A
Sparks, Nevada 89431

Jerry C. Moyes Class III Term Ending 1996
1705 Marietta Way, Suite A
Sparks, Nevada 89431

William F. Riley III Class III Term Ending 1996
1705 Marietta Way, Suite A
Sparks, Nevada 89431

Lou A. Edwards Class III Term Ending 1996
1705 Marietta Way, Suite A
Sparks, Nevada 89431

2. VACANCIES.

Vacancies on the Board of Directors, whether created by increase in the
number of Directors, or by death, disability, resignation or removal, shall be
filled by a vote of a majority of the Directors then remaining in office at a
regular meeting, or a special meeting called for the purpose. Each Director so
chosen shall hold office until the next annual meeting of stockholders and until
his successor shall be elected and qualified, or until his earlier death,
resignation or removal.

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3. REMOVAL OF DIRECTORS.

A Director may be removed with or without cause by the Stockholders at a
special meeting of the Stockholders, called for the purpose in conformity with
the Bylaws. The affirmative vote of the holders of two-thirds (2/3) of the
voting power of all the shares entitled to vote at such meeting shall be
required to remove a Director.

ARTICLE VII

INCORPORATORS

The name and address of each incorporator of the corporation is:

NAME ADDRESS
---- -------
A. Egelhoff 3225 N. Central Ave.
Phoenix, AZ 85012

R. Walters 3225 N. Central Ave.
Phoenix, AZ 85012

J. Hurley 3225 N. Central Ave.
Phoenix, AZ 85012

All powers, duties and responsibilities of the incorporators shall cease at
the time of delivery of those Articles of Incorporation to the Secretary of the
State of Nevada for filing.

ARTICLE VIII

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

The corporation shall indemnify, defend and hold harmless any person who
incurs expenses, claims, damages, or liability by reason of the fact that he or
she is, or was an officer, director, employee or agent of the corporation, to
the fullest extent allowed pursuant to Nevada law.

ARTICLE IX

REPURCHASE OF STOCK

The Board of Directors of the corporation may, from time to time, cause the
corporation to purchase its own stock to the extent permitted by the laws of the
State of Nevada.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall be determined by the Board of
Directors at the organizational meeting and may thereafter be changed from time
to time by action of the Board of Directors.

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ARTICLE XI

LIMITATION OF LIABILITY

To the fullest extent permitted by the laws of the State of Nevada, as the
same exist or may hereafter be amended, any director or officer of the
corporation shall not be liable to the corporation or its stockholders for
monetary or other damages for breach of fiduciary duties as a director or
officer. No repeal, amendment, or modification of this Article XI, whether
director or indirect, shall eliminate or reduce its effect with respect to any
act or omission of a director or officer of the corporation occurring prior to
such repeal, amendment, or modification. Notwithstanding any other provision of
these Articles of Incorporation, the affirmative vote of seventy-five percent
(75%) of the outstanding shares of stock of this corporation entitled to vote
shall be required to amend, alter, change or repeal, or adopt any provision
inconsistent with, this Article.

ARTICLE XII

NON-APPLICABILITY OF CERTAIN STATE ANTI-TAKEOVER LAWS

Pursuant to Arizona Revised Statutes Section 10-1211(A), the corporation
elects not to be subject to Article 2, Chapter 6, Title 10 of the Arizona
Revised Statutes, as the same may be amended from time to time. Furthermore,
pursuant to Nevada Revised Statutes Sections 78.378 and 78.434, the corporation
elects not to be governed by the provisions of Nevada Revised Statutes Sections
78.378 to 78.3793, inclusive, and 78.411 to 78.444, inclusive, as the same may
be amended from time to time.