SWIFT TRANSPORTATION CO INC
SWIFT DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>ex10-18.txt
<DESCRIPTION>SWIFT DEFERRED COMPENSATION PLAN
<TEXT>
                                                                   Exhibit 10.18


                        SWIFT TRANSPORTATION CORPORATION
                           DEFERRED COMPENSATION PLAN


     WHEREAS,  M.S.  Carriers,  Inc.  ("Subsidiary"),   a  subsidiary  of  Swift
Transportation  Corporation,  previously  adopted  the  M.S.  Carriers  Deferred
Compensation  Plan (the "Plan"),  which Plan was previously  restated  effective
August 1, 1999; and

     WHEREAS,   Subsidiary   became  a   wholly   owned   subsidiary   of  Swift
Transportation  Corporation,  a Nevada  Corporation  ("Employer") as of June 29,
2001; and

     WHEREAS,  effective  January  1,  2002,  the  Employer  adopted  the  First
Amendment to the restated Plan; and

     WHEREAS,  the Employer now intends to amend and completely restate the Plan
again,  effective  February 1, 2002, and to provide for the  continuation of the
Plan on the terms and provisions hereinafter set forth for all of its employees,
and intends,  at the same time, to restate the accompanying trust agreement (the
"Trust");

     WITNESSETH:

     In  consideration  of the  above  recitals,  and in  order to  enhance  the
retirement security of certain of its highly compensated employees, the Employer
hereby adopts and amends the Plan in its entirety as follows:

                      INTRODUCTION AND PURPOSE OF THE PLAN

     The  Plan  is  intended  to be a  nonqualified,  unfunded  (except  for the
accompanying  Trust)  plan of deferred  compensation  for tax  purposes  and for
purposes of Title I of the Employer  Retirement  Income Security Act of 1974, as
amended ("ERISA"),  and is intended to benefit only a select group of management
or highly compensated  employees of the Employer.  The purpose of the Plan is to
enable  employees  who become  eligible for  coverage  under the Plan to enhance
their  retirement  security by permitting them to enter into agreements with the
Employer to defer the receipt of  compensation.  The Employer  will pay benefits
under the Plan only in accordance with the terms and conditions set forth in the
Plan.

                                 I. DEFINITIONS

     1.01 "ACCOUNT" means the account established by the Employer under the Plan
for each Participant.

     1.02  "ACCRUED  BENEFIT"  means  the  total  dollar  amount  credited  to a
Participant's Account.

     1.03  "BENEFICIARY"  means the person or persons  entitled to receive  Plan
benefits in the event of a Participant's death.

     1.04 "CODE" means the Internal Revenue Code of 1986, as amended.

     1.05  "COMPENSATION"  means the  compensation of a Participant  paid by the
Employer during the Taxable Year which is reported as wages on the Participant's
Form W-2,  including  regular salary,  commissions,  bonuses,  overtime or other
<PAGE>
premium pay, but excluding  reimbursements or other expense  allowances,  fringe
benefits  (whether  cash or  non-cash),  non-cash  compensation,  stock  options
(whether qualified or nonqualified),  deferred compensation and any compensation
received  by  an  Employee   prior  to  becoming  a  Participant  in  the  Plan.
Notwithstanding  the  foregoing,  Compensation  shall also  include  all amounts
excludable from a Participant's gross income under Code Sections 125, 402(e)(3),
402(h) and 408(p) contributed by the Employer, at the Participant's  election to
the  Swift  Transportation  Co.,  Inc.  Retirement  Plan or any  cafeteria  plan
maintained by the Employer or any affiliate of the Employer.

     1.06  "DISABILITY"  means Total and Permanent  Disability as defined in the
Swift Transportation Co., Inc. Retirement Plan.

     1.07  "EFFECTIVE  DATE" of the Plan is July 1, 1997.  The Effective Date of
this Restatement is February 1, 2002.

     1.8 "ELECTIVE  DEFERRAL" means Compensation  elected by a Participant to be
deferred into the Participant's Account under the Plan.

     1.9 "EMPLOYEE" means an Employee of the Employer.

     1.10  "EMPLOYER"   means  Swift   Transportation   Corporation,   a  Nevada
corporation.

     1.11 "EMPLOYER  CONTRIBUTION"  means amounts contributed by the Employer or
credited by the Employer to an Account under the Plan.

     1.12 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

     1.13 "KEY EMPLOYEE" means any Employee who is employed by the Employer in a
management or sales position and who meets the definition of "highly-compensated
employee"  under Section 414(q) of the Code, as that Section may be amended from
time to time.

     1.14  "PARTICIPANT"   means  a  Key  Employee  who  meets  the  eligibility
requirements of Section 2.01.

     1.15   "PLAN"   means  the  Swift   Transportation   Corporation   Deferred
Compensation Plan.

     1.16 "SUBSIDIARY" means M.S.  Carriers,  Inc., a wholly owned subsidiary of
Employer and the original sponsor of the Plan.

     1.17  "TAXABLE  YEAR" means the 12  consecutive  month  period  ending each
December 31.

     1.18  "TRUST"   means  the  Swift   Transportation   Corporation   Deferred
Compensation Trust, as amended from time to time.

     1.19  "TRUSTEE"  means the person  persons or entity  designated  under the
Trust as the trustee, and any duly appointed successor or successors thereto.

     1.20  "VALUATION  DATE"  means the last day of each  Taxable  Year and such
other dates as the Employer may determine.

                                       2
<PAGE>
                                II. PARTICIPATION

     2.01  ELIGIBILITY.  Each Employee who was eligible to  participate  in this
Plan immediately  prior to the Effective Date of this  Restatement  shall remain
eligible to participate, provided he or she continues to remain in the employ of
the Employer  and  continues to meet the  definition  of Key Employee  under the
Plan.  Each other  Employee who meets the  definition  of Key Employee  shall be
eligible to participate in the Plan as of the later of (i) the effective date of
this Restatement  (February 1, 2001, but in no event shall Compensation prior to
March 1, 2002 be taken into  account);  or (ii) each January 1 following the Key
Employee's  date  of  hire  or  date of  promotion  to a  position  meeting  the
definition of Key Employee, provided that he or she remains in the employ of the
Employer on such date of  eligibility.  Each Employee who meets the  eligibility
requirements  may enroll and begin  participation  in the Plan by  completing  a
Compensation  Deferral Agreement setting forth that Employee's Elective Deferral
and submitting it to the Employer.

     2.02 ELECTIVE  DEFERRALS.  With respect to the 2002 Plan Year, any eligible
Key Employee who was not a prior  Participant in the Plan shall,  prior to March
1, 2002, and for all other Participants and all other Taxable Years any eligible
Key Employee  shall,  prior to each  January 1, enter into an Elective  Deferral
Agreement  with the Employer on forms provided by the Employer for this purpose,
specifying  (in  whole  percentages  only)  the  percentage  of such  Employee's
Compensation (up to a maximum of 50% of  Compensation)  that the Employee wishes
to defer for such Taxable  Year.  For Plan Years  beginning  after  December 31,
2002,  each eligible  Employee may specify what  percentage  of that  Employee's
Compensation  (excluding  bonuses) which the Employee  wishes to defer and shall
also separately elect which percentage, if any, of that Employee's bonus for the
Taxable  Year  that the  Employee  wishes  to defer  (but not in excess of 50%),
provided that an Employee may further elect to establish a maximum dollar amount
of the bonus which is to be deferred,  irrespective  of the  percentage of bonus
chosen  (provided  that in no event  may the  maximum  percentage  of the  bonus
deferred exceed 50% of such Employee's bonus). A Participant's Elective Deferral
Election  remains in effect for the  duration of the Taxable  Year for which the
Participant makes the election and is irrevocable for such Taxable Year. For all
succeeding  Taxable  Years,  the  Participant  must  enter  into a new  Elective
Deferral Agreement.

     2.03 EMPLOYER CONTRIBUTIONS.  Effective for Taxable Years beginning January
1, 2002, the Employer will not make any matching contributions to the Plan.

     2.04  ADDITIONAL  CONDITIONS.  In order to  participate in this Plan, a Key
Employee must continue to remain in the employ of the Employer and must have, by
separate  deferral  agreement,  elected to defer the maximum amount  permissible
under the Code to the Swift Transportation Co., Inc. Retirement Plan.

                             III. VESTING AND TRUST

     3.01 VESTING. A Participant shall at all times be fully vested with respect
to his Accrued Benefit under the Plan.

     3.02 TRUST.  The  Employer  may,  at its sole  discretion,  contribute  all
Elective  Deferrals  to the Trust  which shall be  administered  pursuant to the
terms  of the  Trust.  Notwithstanding  the  foregoing,  the  obligation  of the
Employer to pay benefits  hereunder is unsecured,  and  Participants  and any of
their  beneficiaries  who are  entitled to benefits  under this Plan are general
unsecured  creditors of the  Employer.  The terms of the Plan  constitute a mere
promise of the  Employer  to make  benefit  payments  in the  future.  The Trust
created by the  Employer and any assets held by the Trust to assist the Employer

                                       3
<PAGE>
in meeting  its  obligations  under the Plan  shall  conform to the terms of the
model trust, as described in Revenue Procedure 92-64.

                              IV. BENEFIT PAYMENTS

     4.01  TERMINATION.  Except as otherwise  permitted  under Section 4.03, the
Plan  will  pay to the  Participant  the  vested  Accrued  Benefit  held  in the
Participant's  Account  following the earlier of a Participant's  termination of
employment  with  the  Employer  or the  attainment  of age 65.  Termination  of
employment  for these  purposes  shall  include  a  Participant's  severance  of
employment,  death or  disability.  Payment will commence at the time and in the
form and method  specified  under Section 4.02. In the event of a  Participant's
death,  the Plan will pay to the  Participant's  Beneficiary  the  Participant's
vested  Accrued  Benefit or any  remaining  amount  thereof if  benefits  to the
Participant had already commenced.

     4.02  PARTICIPANT  ELECTION OF TIMING AND METHOD.  A  Participant's  vested
Accrued  Benefit  is payable in the form of cash.  A  Participant  may elect the
timing and method of payment as described in this Section  4.02.  At the time of
the Participant's  initial  participation in the Plan, the Participant may elect
any time for commencement and method of payment permitted on the form designated
for that  purpose  by the  Employer.  Until the Plan  completely  distributes  a
Participant's  vested  Accrued  Benefit,  the Plan will  continue  to credit the
Participant's  Account  with  interest,  investment  earnings or gain,  and will
charge the  Participant's  Account for loss, in accordance  with Section 5.02. A
Participant's  election as to timing and method of payment is  irrevocable.  The
Employer reserves the right to make a single lump sum payment of any Participant
Account which does not exceed $10,000,  including any remaining  installment not
exceeding such amount.  A Participant  may elect  distribution  of benefits in a
single  lump  sum  payment  of  a   Participant's   Accrued  Benefit  or  annual
installments  over a period of time not to exceed ten years.  The amount of each
installment shall be equal to the balance of the  Participant's  Accrued Benefit
immediately  prior to the  installment  divided  by the  number of  installments
remaining  to be paid.  An  election  as to form of  distribution  shall  become
irrevocable  upon the occurrence of an event which allows for a distribution  of
benefits  pursuant  to this  Article  IV. A  Participant  may  elect the form of
benefit to be received by notifying the  Administrator  in writing of his or her
election.  Such  election  shall be made at the time of the initial  election to
participate in the Plan and shall apply to all Elective Deferrals under the Plan
until changed by the  Participant.  A  Participant  shall be permitted to change
this  election  during the last thirty days of each Taxable Year.  However,  any
change in election  as to the form of  distribution  shall not become  effective
until the  expiration  of one year  after  the date the  Employee  receives  the
written  request,  in such form as may be  acceptable  to the  Employer,  of the
change to the election. If a Participant fails to timely elect a payment method,
the Employer will pay the Participant's  vested Accrued Benefit in a single lump
sum payment within 30 days after termination of employment,  or at the option of
the Employer,  in 10 equal annual  installments  commencing within 30 days after
termination of employment.

     4.03 UNFORESEEABLE  EMERGENCY.  Notwithstanding  anything contained in this
Article IV to the  contrary,  in the event of an  "unforeseeable  emergency"  as
defined  herein,  a Participant  may obtain a distribution of all or any part of
his  or her  Accrued  Benefit.  An  "unforeseeable  emergency"  means  a  severe
financial  hardship to the  Participant  resulting  from a sudden and unexpected
illness or accident of the  Participant  or of a dependent  of the  Participant,
loss  of  the  Participant's   property  due  to  casualty,   or  other  similar
extraordinary  and  unforeseeable  circumstances  arising  as a result of events
beyond the  Participant's  control.  The  circumstances  that will constitute an
"unforeseeable  emergency"  will depend upon the facts of each case, but, in any
event,  payment  may not be made in the event  that such  hardship  is or may be
relieved:

                                       4
<PAGE>
          (i)  through  reimbursement or compensation by insurance or otherwise;
               or

          (ii) by liquidation of the  Participant's  assets,  to the extent that
               liquidation   of  such  assets  would  not  itself  cause  severe
               financial hardship.

     4.04  WITHHOLDING.  The Employer  will withhold from any payment made under
the Plan all  applicable  taxes,  and any and all other  amounts  required to be
withheld under federal, state or local law.

     4.05  BENEFICIARY  DESIGNATION.  A Participant  may designate a Beneficiary
(including one or more primary and contingent  Beneficiaries) to receive payment
of any Accrued  Benefit  remaining in the  Participant's  Account at death.  The
Employer  will  provide  each  Participant  with a form for this  purpose and no
designation  will be  effective  unless made on that form and  delivered  to the
Employer.  A  Participant  may  modify  or  revoke an  existing  designation  of
Beneficiary  by executing and delivering a new  designation to the Employer.  In
the absence of a properly  designated  Beneficiary,  the  Employer  will pay the
deceased Participant's Accrued Benefit to the Participant's surviving spouse and
if none, to the  Participant's  estate. If a Beneficiary is a minor or otherwise
reasonably  determined by the Employer to be legally  incompetent,  the Employer
may pay the Participant's Accrued Benefit to a guardian, trustee or other proper
legal representative of the Beneficiary. Payment by the Employer of the deceased
Participant's  Accrued Benefit to the Beneficiary or proper legal representative
of the  Beneficiary  completely  discharges the Employer and Plan of all further
obligations under the Plan.

                        V. TRUST ELECTION AND INVESTMENTS

     5.01 TRUST ELECTION.  The Employer intends this Plan to be an unfunded plan
maintained  primarily  to provide  deferred  compensation  benefits for a select
group of management or highly compensated  employees within the meaning of ERISA
and the Code and intends this Plan to be exempt from Parts 2, 3 and 4 of Title I
of ERISA.  No  Participant,  Beneficiary  or successor  thereto has any legal or
equitable  right,  interest or claim to any property or assets of the  Employer,
including  assets held in any Account under the Plan. As such, no Participant or
Beneficiary   is  entitled  to   distribution   of  any  asset  held  under  the
Participant's  Account  except  for cash  payment of the  Participant's  Accrued
Benefit in accordance  with the terms of the Plan. The Employer's  obligation to
pay Plan benefits is an unsecured  promise to pay. The Employer will establish a
Trust  which  shall  meet the  requirements  of the  model  trust  issued by the
Internal Revenue Service under Rev. Proc. 92-64, or any successor  thereto.  All
of the  investments  made by the Employer as selected by a Participant  shall be
held for the Employer's  benefit in providing the Employer's  obligations  under
this  Plan,  provided,  however,  any  assets  held in the Plan or Trust  remain
subject to claims of the  Employer's  general  creditors and no  Participant  or
Beneficiary  has any  priority  to assets in the Plan or Trust over any  general
unsecured creditor of the Employer.

     5.02 INVESTMENTS.  The Trust investment  provisions shall apply to all Plan
contributions.  Each  Participant  shall  direct  the  investment  of his or her
Account.  Such  investment  direction  shall be limited by those  investments or
funds selected by the Employer and as provided for under the Trust.

     5.03 SEPARATE ACCOUNTS.  The Employer shall establish and maintain accounts
on behalf of each  Participant.  Each  Participant's  Account shall be valued at
fair market value as of the last day of the Taxable Year and such other dates as
are necessary for proper  administration of the Plan, and each Participant shall
receive a written  accounting of his or her Account  Balance at least  annually.
Each Participant's Account shall reflect his or her aggregate Elective Deferrals
and any earnings or losses attributable to such amounts, and shall be reduced by

                                       5
<PAGE>
administrative, investment, taxes or other fees necessary for the administration
which are not paid by the Employer.

     5.04 INVESTMENT  ALLOCATIONS.  Each  Participant  shall designate among the
available  investment  options designated by the Employer how his Account should
be allocated.  Such investment allocation request shall remain in effect for all
subsequent  Elective Deferrals unless changed by the Participant.  A Participant
may change his or her investment  allocation by submitting a written  request to
the Employer on such form and at such times as may be required or allowed by the
Employer.  Such changes shall be effective as soon as administratively  feasible
after the Employer  receives such written  request.  To the extent an investment
option is directed,  the Participant's  Account shall be deemed invested in that
option, and shall be adjusted for gain and loss as if invested in such option.

                                VI. MISCELLANEOUS

     6.01  NO  ASSIGNMENT.  No  Participant  or  Beneficiary  has the  right  to
anticipate,  alienate,  assign, pledge,  encumber,  sell, transfer,  mortgage or
otherwise in any manner convey in advance of actual receipt,  the  Participant's
Account.  Prior to actual payment, a Participant's Account is not subject to the
debts,  judgments or other  obligations of the Participant or Beneficiary and is
not subject to attachment,  seizure,  garnishment or other process applicable to
the Participant or Beneficiary.

     6.02 NOT  EMPLOYMENT  CONTRACT.  This Plan is not a contract for employment
between the Employer and any Employee who is or becomes a Participant. This Plan
does not entitle any  Participant to continued  employment with the Employer and
benefits under the Plan are limited to cash payment of a  Participant's  Accrued
Benefit in accordance with the terms of the Plan.

     6.03 AMENDMENT AND TERMINATION. The Employer reserves the right to amend or
to  terminate  the Plan at any time,  including  the right to  terminate  future
contributions to the Plan by or for any Participant;  provided, any amendment or
termination will not reduce the Accrued Benefit held in any Participant  Account
at the date of the  amendment  or  termination.  Unless the  Employer  otherwise
determines, termination of the Plan does not accelerate or in any way affect the
timing or method of payment of any Participant's Accrued Benefit under the Plan.

     6.04  SEVERABILITY.  If any provision of the Plan is determined by a proper
authority to be invalid,  the  remaining  portions of the Plan will  continue in
effect  and be  interpreted  consistent  with  the  elimination  of the  invalid
provision.

     6.05 NOTICE AND ELECTIONS. Any notice given or election made under the Plan
must be in writing and delivered or mailed by certified mail, to the Employer or
to the  Participant or Beneficiary as  appropriate.  The Employer will prescribe
the form of any Plan notice or election to be given or made by Participants. Any
notice or election will be deemed given as of the date of delivery,  or if given
by certified mail, as of 3 business days after mailing.

     6.06  ADMINISTRATION.  The Employer will administer and interpret the Plan,
including  making  determination  of the Accrued  Benefit due any Participant or
Beneficiary  under the Plan.  As a condition  of  receiving  any Plan benefit to
which a Participant or Beneficiary  otherwise may be entitled,  a Participant or
Beneficiary  will  provide such  information  and perform such other acts as the
Employer reasonably may request. The Employer may retain agents to assist in the
administration  of the Plan and may  delegate  to agents  such duties as it sees
fit. The decision of the Employer or its designee  concerning the administration
of the Plan is final and  binding  upon all persons  having any  interest in the

                                       6
<PAGE>
Plan.  The  Employer  will  indemnify,  defend and hold  harmless  any  Employee
designated by the Employer to assist in the  administration of the Plan from any
and all loss,  damage,  claims,  expense or liability  with respect to this Plan
except  claims  arising from the  intentional  acts or gross  negligence  of the
Employee.

     6.07  ACCOUNT  STATEMENTS.  The  Employer  from time to time,  but at least
annually,  will provide each Participant  with a statement of the  Participant's
Accrued  Benefit as of the most recent  Valuation  Date.  The Employer also will
provide Account statements to any Beneficiary of a deceased Participant with the
deceased Participant's Accrued Benefit remaining in the Plan.

     6.08 COSTS AND EXPENSES.  Except for investment charges which will be borne
by the Accounts to which they pertain, the Employer may, at its discretion,  pay
the  costs,  expenses  and fees  associated  with  the  operation  of the  Plan,
excluding those incurred by Participants or Beneficiaries.

     6.09 NO  REPRESENTATION.  The Employer does not represent or guarantee that
any particular federal or state income or other tax consequence will result from
participation  in the Plan. A Participant  should consult with  professional tax
advisors  to  determine  the  tax  consequences  of his  or  her  participation.
Furthermore,  the Employer does not represent or guarantee successful investment
of the  Elective  Deferrals  and shall not be required to restore any loss which
may result from the investment or lack of investment.

     6.10  GOVERNING  LAW. This Plan shall be construed in  accordance  with the
applicable federal laws governing  nonqualified plans of deferred  compensation,
and to the  extent  otherwise  applicable,  the  Plan  and the  Trust  shall  be
construed,  administered  and  enforced  according  to the laws of the  State of
Arizona.

     IN WITNESS WHEREOF, the Employer has caused this Restated Plan to be signed
by its duly authorized officer as of this 1st day of February, 2002.

SWIFT TRANSPORTATION CORPORATION


By: /s/ William F. Riley III
    ----------------------------------
    William F. Riley III
    Senior Executive Vice-President
    and Chief Financial Officer

                                       7

</TEXT>
</DOCUMENT>
