CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
KNIGHT TRANSPORTATION, INC.
March 2, 2005

Recitals

The Board of Directors (the “Board”) of Knight Transportation, Inc, an Arizona corporation (the “ Company ”), has adopted this Charter of the Nominating and Corporate Governance Committee (this “ Charter ”). This Charter describes the duties and responsibilities of the Company's nominating and corporate governance committee (the “ Committee ”) and grants the Committee the authority necessary to perform its oversight responsibility.

Charter

•  Purpose of the Committee . The purpose of the Committee is to assist the Board of Directors in improving the internal corporate governance of the Company, to train the Company's Board of Directors, improve the Board's governance functions, and to assist the Company in obtaining the highest quality independent directors.

•  Initial Members of the Committee . The initial members of the Committee shall be Don Bliss, Michael Garnreiter and G.D. Madden.

•  Qualifications of the Committee . The size of the Committee shall be determined by the Board, but shall consist of not less than three directors, each of whom shall (a) be an “independent director” as defined under the applicable rules and regulations of the stock market exchange on which the Company is listed, and any other applicable laws, rules, and regulations governing independence; and (b) be free of any relationship that, in the Board's discretion, would interfere with the exercise of a member's independent judgment. Each member of the Committee will serve for a one-year period or until his successor is elected to the Committee or is no longer a board member. The Board of Directors may remove a member of the Committee at any time for any reason, or no reason, in the Board's discretion. The Committee shall elect a Chairperson who shall be responsible for calling meetings of the Committee and overseeing the conduct of the Committee's business.

•  Duties and Authority of the Committee . The Committee will perform the following duties in the manner and priority the Committee determines, in its sole discretion and judgment, to be appropriate under the circumstances:

•  Develop, approve and implement a succession plan for the Chairman of the Board, Chief Executive Officer, the President, the Chief Financial Officer, and other key Company positions;

•  Develop, approve and implement the Company's emergency management succession plan in the event members of senior management become unavailable;

•  Develop and recommend to the Board for adoption an annual self-evaluation process of the Board designed to assure that Board members contribute to Company's corporate governance and to its performance;

•  Develop, approve and implement a director evaluation program to measure the individual and collective performance of the Board and the fulfillment of their responsibilities to the Company's stockholders, including an assessment of the Board's compliance with general corporate governance guidelines and identification of areas in which the Board could improve its performance;

•  When necessary or appropriate, consider and make recommendations to the Board regarding the appointment or replacement of the Chairman of the Board and the Vice Chairman of the Board;

•  Evaluate and recommend whether incumbent directors should be nominated for reelection to the Board upon expiration of such director's term. In evaluating incumbent directors, the Committee may consider the factors it uses for the nomination of new directors, as well as the results of the director evaluation program and Board self-evaluation process and each director's contributions, including contributions to enhance the Company's governance and performance;

•  Review the continued propriety of Board membership for those members who retire or have changed the position they held at the time they joined the Board;

•  Evaluate and recommend guidelines that limit the number of positions by directors on other boards;

•  Assist the Board in assuring that a majority of the Board members are “independent,” in conformity with the applicable stock exchange listing requirements;

•  Establish periodic meetings of the independent directors without management present;

•  Evaluate the various attributes the Board currently lacks, or needs to strengthen;

•  Consider and recommend the necessary criteria, qualifications, and attributes of candidates for nomination to the Board and its committees;

•  Select and recommend to the Board, director nominees for election at each annual meeting of shareholders, as well as director nominees to fill vacancies arising between annual meetings of shareholders. The Committee shall consider management and shareholder recommendations for director candidates. In recommending candidates for the Board of Directors, the Committee shall consider such factors as it deems appropriate, including, without limitation, business background, experience, director independence requirements, and Board diversity, and shall recommend nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment, and in accordance with the criteria set forth on Exhibit ”A” hereto;

•  Periodically review and make recommendations to the Board concerning orientation, training, and continuing education of members of the Board and various committees of the Board;

•  Recommend the functions for the various committees of the Board, and the members of the committees, and make recommendations concerning the selection of chairpersons of the committees;

•  Periodically review the charters of Board committees to ensure they reflect a commitment to effective corporate governance and recommend changes to committee charters to the Board for approval;

•  Periodically review and make recommendations to the Board concerning the adoption of corporate governance policies and principles for the Company;

•  Periodically review and make recommendations to the Board concerning Board meeting policies;

•  Evaluate the adequacy of various Board procedures, such as the frequency of meetings, advance document distribution, contents of the Board minutes, and meeting attendance by non-directors;

•  Establish procedures and protocols for instances where one or more directors or members of senior management is involved, directly or indirectly, in a matter on which the Board is taking action and, to the extent that they should arise, consider possible conflicts of Board members and management and make recommendations to prevent, minimize, resolve or eliminate conflicts of interest;

•  Assist the Board of Directors in determining the role of the founding shareholders in the corporate governance of the Company and to develop and recommend procedures designed to foster the fair and equitable treatment of employees within the Company, whether or not those employees are directly or indirectly related to members of the families of the founding shareholders, and to recommend procedures for assuring continuing fairness and opportunity for all employees;

•  Perform such duties and make such investigations and reports as the Board shall by resolution determine, subject to the restrictions on the Committee's power and authority as set forth in the Company's Bylaws or applicable law;

•  Obtain advice and assistance, as needed, from internal or external legal, accounting, search firms, or other advisors, including the retention, termination, and negotiation of terms and conditions of the assignment;

•  Delegate responsibility to subcommittees of the Committee as necessary or appropriate;

•  At least annually, report, in writing, its activities to the Board in such manner and at such times as the Committee or the Board may deem appropriate;

•  Establish a method for third parties to contact non-management directors;

•  Establish and recommend to the Board of Directors for approval Corporate Governance Guidelines for the Company, attached as Exhibit “B” hereto; and

•  Periodically review the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board of Directors for approval.

•  Access to Legal Counsel and Advisors . The Committee shall have full access to any officer of the Company, any representative of the Company's advisors, any of the Company's outside legal counsel, and if requested, to its own independent legal counsel and other advisors. The Company will pay for the legal fees and related costs of any such legal counsel and advisors. The Committee may appoint a person who is not a member of the Committee to act as the secretary for the Committee.

•  Meeting Procedures .

•  The Committee shall meet twice each calendar year, once during the fall and once during the spring of each calendar year, and at such other times as the Chairperson of the Committee or the Chairman of the Board sees fit.

•  Members of the Committee shall endeavor to attend all meetings of the Committee. The Committee is governed by the same rules regarding meetings (including meetings by telephone conference), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board and is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, any provision of the Company's Bylaws, or the laws of the state of Arizona.

•  Written minutes will be maintained for each meeting of the Committee.

•  The records and minutes of the Committee shall be confidential, but members of the Board of Directors shall have full access to such records and minutes.

•  Annual Review . At least annually, the Committee shall review this charter, and shall evaluate its performance against the requirements of this charter. The Committee shall conduct its review and evaluation in such manner as it deems appropriate.

•  Other Duties . The Committee will perform such other duties as the Board may assign to it or as may be imposed by applicable law, rule, or regulation.

•  Limitation of the Committee Duties . The Committee will exercise its business judgment in performing its duties under this Charter, including the duties outlined in Paragraph 3, and may emphasize and prioritize those duties and responsibilities set forth above which the Committee, in its sole discretion and judgment, believes are the most important, given the particular circumstances. In performing its functions, the Committee may rely upon info rmation provided to it by management, the Company's auditors, or legal counsel. This Charter imposes no duties on the Committee or its members that are greater than those duties imposed by law upon a director of an Arizona corporation. If any claim is asserted against the Committee, any of its members or the Company by a stockholder or any other person, nothing in this Charter shall be construed to limit or restrict any defense or indemnification available to the Committee, any of its members, or the Company.

/s/ Donald A. Bliss

Donald A. Bliss, Chairman and Director

/s/ G.D. Madden

G.D. Madden, Director

/s/ Michael Garnreiter

Michael Garnreiter, Director


EXHIBIT “A”

Criteria for the Board of Directors

The following sets forth the Knight Transportation, Inc. Committee's selection criteria for director candidates. The following should be used as guidelines and not absolute prerequisites for selecting director candidates.

•  All director candidates should be committed to the Company's basic beliefs as set forth in the Company's Code of Ethical Conduct and shall be individuals of integrity, intelligence and strength of character and should support and enhance the Company's core values, culture, and operating model; ;

•  Non-employee director candidates should be “independent” as defined under the applicable rules and regulations of the stock market or exchange on which the Company's shares are listed, and any other applicable laws, rules, and regulations governing independence (including the Sarbanes-Oxley Act of 2002), and the Company's corporate governance guidelines;

•  Director candidates should also maintain the independence necessary for an unbiased evaluation of management performance;

•  Director candidates should be able to effectively carry out responsibilities of oversight of the Company's strategy;

•  Directors should have a working knowledge of corporate governance issues and the changing role of boards, together with a firm commitment to attend and participate in Board meetings and related Board activities;

•  Directors should have demonstrated management and/or business skills or experience that will contribute substantially to the management of the Company; and

•  Directors should ideally have either public company experience, a financial background, or experience in the transportation industry or a related industry.

All candidates will be evaluated and selected consistent with the Company's policy of nondiscrimination with respect to race, creed, religion or national origin.


EXHIBIT “B”

Corporate Governance Guidelines


KNIGHT TRANSPORTATION, INC.

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors has adopted these Corporate Governance Guidelines (the “Guidelines”) to further its goal of providing effective governance of the Company's business and affairs for the long-term benefit of the Company's shareholders. These Guidelines are reviewed periodically by the Nominating and Corporate Governance Committee and revised as appropriate to ensure the effective functioning of the Board of Directors and high quality corporate governance.

•  Director Responsibilities and Functions of the Board . The fundamental responsibility of the Board of Directors is to promote the best interests of the Company and its shareholders by overseeing the management of the Company's business and affairs. In doing so, Board members have two basic legal obligations to the Company and its shareholders: (a) a duty of care, which generally requires that Board members exercise appropriate diligence in making decisions and in overseeing management of the Company, and (b) a duty of loyalty, which generally requires that Board members make decisions based on the best interests of the Company and its shareholders. The Board also performs a number of specific functions, including:

•  Selecting, evaluating and compensating the Company's Chief Executive Officer (“CEO”) and overseeing CEO succession planning;

•  Providing counsel on and oversight of the selection, evaluation, retention and compensation of qualified senior executives;

•  Reviewing, approving and monitoring important financial and business strategies and corporate actions;

•  Advising management on significant issues facing the Company;

•  Nominating qualified directors for service on the Board; and

•  Ensuring processes are in place for maintaining effective corporate governance practices.

•  Board Meetings . It is expected that each director will make every effort to attend each Board meeting, and each meeting of any committee on which he or she sits, as well as each annual meeting of the Company's shareholders. An agenda for each Board meeting and briefing materials will, to the extent practicable in light of the timing of the matters that require Board attention, be distributed to each director prior to the meeting.

•  Director Qualification Standards . The following standards have been adopted by the Board of Directors:

•  Independent Directors . The Board shall have a majority of independent directors, as that term is defined in Section 303A Corporate Governance Standards of the NYSE listing standards and applicable law. No director will be considered independent if he or she has a material relationship with the Company, as determined by the Board. The Board affirmatively determines annually, based on the recommendations and findings of the Nominating and Corporate Governance Committee, the independence of each director.

•  Limitation on Number of Other Directorships . Service as a member of the Company's Board of Directors is significant in terms of both time and responsibility. Accordingly, each Board member is encouraged to limit the number of other boards on which he or she serves and be mindful of his or her other existing and planned future commitments, so that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of the Company's Board. Specifically, a member of the Board of Directors may serve on no more than five (5) other corporate boards, including the Company's Board of Directors. The Chief Executive Officer may serve on no more than two (2) other corporate boards, excluding the Company's Board.

•  Size of Board . The Company's Bylaws provide that the Board shall consist of not fewer than seven or more than eleven members (with the exact number to be determined by the Board), divided into three classes if there are more than nine members (as nearly equal in number as possible) having staggered terms of three years each.

•  Director Tenure . The Board believes it should expressly limit a director's tenure on the Board, but should not discourage experience. The Board believes that a 20 year term limitation as a director is appropriate, but the Board may waive this limitation. The Company values the contribution of directors who over time have developed increasing insight into the Company and its operations and therefore provide an increasing contribution to the Board as a whole. The Board's Nominating and Corporate Governance Committee reviews each director's continuation on the Board every three years, at the time when each director is up for reelection by the Company's shareholders.

•  Director Retirement . The mandatory retirement age for all directors of the Corporation is 82 years of age. The Board has authority to waive the mandatory retirement age in individual cases if, in the judgment of the Board, the best interests of the Company would be served by a waiver.

•  Director Succession . The Board of Directors has a duty to the Company's shareholders to identify the most qualified candidates to serve as Board members. The Board is responsible for recommending director candidates for election by the shareholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating and Corporate Governance Committee, which will identify, evaluate and recruit highly qualified director candidates and recommend them to the Board.

•  Selection of Director Candidates . The Board's Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on a periodic basis, the requisite skills and characteristics of potential new Board members in the context of the current make-up of the Board. This assessment will include members' qualification as independent, as well as consideration of the candidate's broad-based business skills and experiences, prominence and reputation in their profession, concern for the interests of the shareholders, other commitments and responsibilities, personal integrity and judgment and such other matters as the Nominating and Corporate Governance Committee deems appropriate. The following sets forth the Knight Transportation, Inc. Committee's selection criteria for director candidates. The following are used as guidelines and are not absolute prerequisites for selecting director candidates.

•  All director candidates should be committed to the Company's basic beliefs as set forth in the Company's Code of Ethical Conduct and shall be individuals of integrity, intelligence and strength of character and should support and enhance the Company's core values, culture, and operating model;

•  Non-employee director candidates should be “independent,” as defined under the applicable rules and regulations of the stock market or exchange on which the Company's shares are listed, and any other applicable laws, rules, and regulations governing independence (including the Sarbanes-Oxley Act of 2002), and the Company's corporate governance guidelines;

•  Director candidates should also maintain the independence necessary for an unbiased evaluation of management performance;

•  Director candidates should be able to effectively carry out responsibilities of oversight of the Company's strategy;

•  Directors should have a working knowledge of corporate governance issues and the changing role of boards, together with a firm commitment to attend and participate in Board meetings and related Board activities;

•  Directors should have demonstrated management and/or business skills or experience that will contribute substantially to the management of the Company; and

•  Directors should ideally have either public company experience, a financial background, or experience in the transportation industry or a related industry.

•  Director Orientation and Continuing Education . The Nominating and Corporate Governance Committee will develop and oversee an orientation program for new Board members. New non-employee directors will be provided with a variety of materials to familiarize themselves with the Company, its management structure and operations and any key legal, financial, risk management and operational issues, as well as the policies, procedures and responsibilities of the Board and its committees. New non-employee directors also meet with members of the Company's senior management and other non-employee directors as part of their orientation. In addition, the Company periodically provides materials to the directors on subjects that would assist them in discharging their duties.

•  Executive Sessions of the Board . The non-management directors of the Company will meet in executive session without management at least once each year and may meet without management at any regularly scheduled meeting of the Board of Directors and at any other time a non-management director requests. The Chairman of the Nominating and Corporate Governance Committee will preside at the executive sessions. Any third party desiring to contact the non-management directors of the Company may do so by contacting the Chairman of the Nominating and Corporate Governance Committee.

•  Director Access to Management and Independent Advisors . The Board has full access to any officer of the Company, any representative of the Company's advisors, and to any of the Company's outside legal counsel and other advisors.

•  Director Compensation . The Board of Directors, upon the recommendation of the Compensation Committee, will establish the form and amount of compensation paid to non-management Board members. Board members who are also employees of the Company receive no additional compensation for serving on the Board of Directors. The Compensation Committee reviews director compensation annually, including information obtained from one or more third-party reports or surveys in order to compare the Company's Board compensation practices with those of other public companies of comparable size. In making its recommendation to the Board, the Compensation Committee will consider that Board members' independence may be jeopardized if Board compensation exceeds appropriate levels, if the Company makes substantial charitable contributions to organizations with which a Board member is affiliated, or if the Company enters into material consulting arrangements to a Board member or organization with which a Board member is affiliated.

•  Management Succession . The Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board and Chief Executive Officer, will make an annual report to the Board of Directors on succession planning. The Board will work with the Nominating and Corporate Governance Committee and the Chairman of the Board and Chief Executive Officer to evaluate potential successors to the Chairman of the Board and Chief Executive Officer, President, Chief Financial Officer, and other key members of executive management. The Chairman of the Board and Chief Executive Officer will at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

•  Annual Performance Evaluation of the Board . The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board an annual self-evaluation process of the Board designed to assure that Board members contribute to the Company's corporate governance and to its performance. The Committee will develop, approve and implement a director evaluation program to measure the individual and collective performance of the Board and the fulfillment of their responsibilities to the Company's shareholders, including an assessment of the Board's compliance with general corporate governance guidelines and identification of areas in which the Board could improve its performance.

Adopted: March 2, 2005