Compensation Committee Charter of Swift Transportation Co Inc

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                                   APPENDIX C
 
                         SWIFT TRANSPORTATION CO., INC.
                         COMPENSATION COMMITTEE CHARTER
 
   Purpose:
 
   The purpose of the Compensation Committee (the "Committee") of the Board
   of Directors (the "Board") of Swift Transportation Co., Inc. (the
   "Corporation") is to discharge the Board's responsibilities relating to
   compensation of the Corporation's executives, to produce an annual report
   on executive compensation for inclusion in the Corporation's proxy
   statement, and to oversee and advise the Board on the adoption of policies
   that govern the Corporation's compensation programs, including stock and
   benefit plans.
 
   Membership:
 
   The Committee shall consist of at least three directors, who are elected
   annually by a majority vote of the Board for a one-year term. Each member
   shall be free of any relationship that, in the opinion of the Board, would
   interfere with his or her exercise of independent judgment. Applicable
   laws and regulations will be followed in evaluating a member's
   independence.
 
   Without limiting the foregoing, each member of the Committee will be both
   a "non-employee director" within the meaning of Rule 16b-3 issued by the
   Securities and Exchange Commission ("SEC") and an "outside director"
   within the meaning of Section 162(m) of the Internal Revenue Code, as
   amended. If a Committee Chair is not designated or present, the members
   may designate a Chair by majority vote. Vacancies on the Committee shall
   be filed by majority vote of the Board at the next meeting of the Board
   following the occurrence of the vacancy.
 
   Operations:
 
   The Committee shall meet at least twice annually or more frequently as
   circumstances require. A majority of the members of the Committee present
   in person or via teleconference or similar communications equipment shall
   constitute a quorum.
 
   The Committee shall cause to be kept adequate minutes of all its
   proceedings, and will report its actions and recommendations to the next
   meeting of the Board. The written minutes shall be maintained with the
   books and records of the Corporation. Committee members will be furnished
   with copies of the minutes of each meeting and any action taken by
   unanimous consent.
 
   Authority:
 
   The Committee shall have the resources and authority necessary to
   discharge its duties and responsibilities, including the authority to
   retain outside counsel and other experts or consultants, as it deems
   appropriate. Any communications between the Committee and legal counsel in
   the course of obtaining legal advice shall be considered privileged
   communications of the Corporation and the Committee shall take all
   necessary steps to preserve the privileged nature of those communications.
 
   The Committee may request that any directors, officers or employees of the
   Corporation, or other persons whose advice and counsel are sought by the
   Committee, attend any meeting to provide such pertinent information as the
   Committee requests.
 
   Responsibilities:
 
   In carrying out its purpose, the Committee shall have the following
   specific responsibilities and such other responsibilities as from time to
   time may be prescribed by the Board:
 
     *   Review the competitiveness of the Corporation's executive            
         compensation programs to ensure (a) the attraction and retention of  
         corporate officers, (b) the motivation of corporate officers to      
         achieve the                                                          
 
 
 
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         Corporation's business objectives, and (c) to align the interest of  
         key leadership with the long-term interests of the Corporation's     
         stockholders.                                                        
 
     *   Review trends in management compensation, oversee the development of 
         new compensation plans and, when necessary, approve the revision of  
         existing plans.                                                      
 
      *   Review the performance of executive management.                     
 
     *   Review and approve Chairman and CEO goals and objectives, evaluate   
         Chairman and CEO performance in light of these corporate objectives, 
         and set Chairman and CEO compensation levels consistent with those   
         objectives and company philosophy.                                   
 
     *   Approve the salaries, bonus and other compensation for all corporate 
         officers at the level of executive vice president and above,         
         provided that, as to the Chairman and the Chief Executive Officer,   
         the Committee will recommend appropriate salary, bonus and other     
         compensation to the Board for approval.                              
 
     *   Review and approve compensation packages for new corporate officers  
         and termination packages for corporate officers as requested by      
         management.                                                          
 
     *   Review and approve compensation for non-employee members of the      
         Board, including but not limited to the following elements:          
         retainer, meeting fees, committee fees, committee chair fees, equity 
         or stock compensation, benefits and perquisites.                     
 
     *   Review and approve the awards made under any executive officer bonus 
         plan, and provide an appropriate report to the Board.                
 
     *   Review and discuss with the Board and senior officers plans for      
         officer development and corporate succession plans for the CEO and   
         other senior officers.                                               
 
     *   Review and make recommendations concerning long-term incentive       
         compensation plans, including the use of stock options and other     
         equity-based plans. Except as otherwise delegated by the Board, the  
         Committee will act on behalf of the Board as the "Committee"         
         established to administer equity-based and employee benefit plans,   
         and as such will discharge any responsibilities imposed on the       
         Committee under those plans, including making and authorizing        
         grants, in accordance with the terms of those plans.                 
 
     *   With sole and exclusive authority, make and approve stock option     
         grants and other discretionary awards under the Corporation's stock  
         option or other equity incentive plans to all persons who are Board  
         members or executive officers within the meaning Rule 16b-3 issued   
         by the SEC.                                                          
 
     *   Recommend Board approval for submission to the stockholders any      
         stock option or other equity incentive plans or amendments thereto.  
 
     *   Ensure that the annual incentive compensation plan is administered   
         in a manner consistent with the Corporation's compensation strategy  
         and the terms of such plan, including but not limited to the         
         following: participation, target annual incentive awards, corporate  
         financial goals, actual awards paid to executive officers, total     
         funds reserved for payment under the plan, and potential             
         qualification under IRS Code Section 162(m).                         
 
     *   Review periodic reports from management on matters relating to the   
         Corporation's personnel appointments and practices.                  
 
     *   Produce an annual Report of the Compensation Committee on Executive  
         Compensation for the Corporation's annual proxy statement in         
         compliance with applicable Securities and Exchange Commission rules  
         and regulations and relevant listing authority.