Nominating Committee Charter of Swift Transportation Co Inc

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                                   APPENDIX B
 
                         SWIFT TRANSPORTATION CO., INC.
               NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
 
   Purpose:
 
   The purpose of the Nominating/Corporate Governance Committee (the
   "Committee") of the Board of Directors (the "Board") of Swift
   Transportation Co., Inc. (the "Corporation") is to review, evaluate and
   recommend to the Board changes to the Corporation's Corporate Governance
   Guidelines, to identify and recommend director nominees for election to
   the Board, to review, evaluate and approve all related party transactions
   and to perform any other activity for independent directors.
 
   Membership:
 
   The Committee shall be composed entirely of members of the Board who meet
   the independence criteria established under the listing standards and
   rules of Nasdaq.
 
   The Committee shall be composed of at least three members, who are elected
   by majority vote of the Board and elected annually to one-year terms. If a
   Committee Chair is not designated or present, the members may designate a
   Chair by majority vote. Vacancies on the Committee shall be filled by
   majority vote of the Board at the next meeting of the Board following the
   occurrence of the vacancy. A member of the Committee shall be removed only
   by majority vote of the independent directors, as defined, then in office.
 
   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 will 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 will have the resources and authority necessary to discharge
   its duties and responsibilities, including the authority and resources to
   retain a search firm to be used to identify director candidates, outside
   counsel and other experts or consultants, as deemed appropriate. Any
   communications between the Committee and legal counsel in the course of
   obtaining legal advice will be considered privileged communications by the
   Corporation and the Committee will 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 duties such other responsibilities and
   duties as from time to time may be prescribed by the Board:
 
     *   Oversee evaluation of the Board, its committees, and the             
         Corporation's management.                                            
 
 
 
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     *   Make recommendations to the Board regarding the size and composition 
         of the Board.                                                        
 
     *   Review, at least annually, all Charters of Board committees,         
         including the Committee and make recommendations regarding the       
         number, structure, compensation, membership and function of such     
         committees.                                                          
 
     *   Review from time to time the appropriate skills and characteristics  
         required of Board members in the context of the current make-up of   
         the Board, including such factors as business experience, diversity, 
         and personal skills in technology, finance, marketing, international 
         business, financial reporting and other areas that are expected to   
         contribute to an effective Board in order to develop criteria for    
         director nominees and a process for the nomination of directors by   
         the Committee.                                                       
 
     *   Assist in identifying, interviewing and recruiting candidates for    
         the Board in accordance with the Committee's process for director    
         nominations.                                                         
 
     *   Present to the Board a list of individuals recommended for           
         nomination for election to the Board when Board vacancies arise,     
         consistent with the developed nomination criteria, including his or  
         her qualifications, capability and availability to serve, conflicts  
         of interests and other relevant factors.                             
 
     *   Make recommendations to the Board regarding director retirement age, 
         tenure and removal for cause.                                        
 
     *   Conduct a self-assessment on at least an annual basis of the         
         purposes, duties and responsibilities of the Committee to determine  
         whether the Committee is functioning effectively.                    
 
     *   Review proposed activities of directors with the Corporation or      
         other entities that may diminish such directors' effectiveness or be 
         inconsistent with the criteria established by the Committee for      
         Board membership.                                                    
 
     *   Review, evaluate and approve all proposed related party transactions 
         based on sufficient comprehensive documentation and information to   
         reach an informed decision.                                          
 
     *   Review, at least annually, existing related party transactions,      
         evaluate whether such transactions are in accordance with the        
         understanding and commitments made at the time the transactions were 
         previously approved and are still appropriate and approve the        
         continuation of such transactions.                                   
 
     *   Regularly evaluate, at least annually, the adequacy and fairness of  
         current disclosures of related party transactions.                   
 
     *   Report to the Board on the major items covered at each Committee     
         meeting.