Conduct

 
 Code of Ethical Conduct

KNIGHT TRANSPORTATION, INC.

CODE OF ETHICAL CONDUCT

July 1, 2003

Who This Code of Conduct Applies To

This Code of Ethical Conduct (the "Code") applies to all directors,
officers and employees of Knight Transportation, Inc. ("Knight" or the
"Company") and all employees of its subsidiaries or controlled
affiliates. It also applies to employees who serve as directors or
officers (or an equivalent position) of any non-controlled affiliate.

This Code is part of the terms and conditions of each employee's employment with Knight.

General Statement

Knight is committed to the highest standards of ethical and
professional conduct. This Code establishes basic standards of business
practice, as well as professional and personal conduct, that are
expected of all employees. These standards require honesty and candor
in the Company's activities. The Company's Financial Managers and
senior executive officers are also subject to the Company's Policy
Governing Responsibilities of Financial Managers and Senior Officers.
For additional information, please refer to the Company's Employee
Handbook.

This Code also sets forth procedures for bringing complaints or
issues before the Audit Committee on a confidential, anonymous basis.
You should review these carefully.

Basic Principles of Ethical Corporate Conduct

Because the Company is judged by the performance and public
perception of its employees, each employee and officer has a
responsibility to always act in a manner that merits public trust and
confidence consistent with the highest standards expected of employees
and officers of a publicly owned corporation.

The principles set forth below are basic principles that must be followed:

• Be honest, fair and trustworthy in all relationships in carrying out your duties for Knight.

• Avoid all conflicts of interest between work and your personal interests, and avoid the appearance of conflict.

• Do not take any action, either personally or on behalf of the
Company, that violates any law or regulation. Obey all applicable laws,
rules and regulations governing the Company's business, wherever it is
conducted. Do not cheat either the Company or others you deal with.

• Treat Knight's property and funds with the same care and respect
you would treat your own property and funds. Knight's property and
funds belong to its shareholders. Do not improperly charge rates or
service charges and do not fail to charge for services the Company
renders.

• Foster an atmosphere in which personal integrity and fair dealing is part and parcel of what you do.

• Be honest and candid with regard to all reporting of financial
results. Be timely and accurate in all your reporting; do not change or
fudge numbers or facts to make yourself or someone else look better.

• Be loyal to the Company. Do not (i) deprive the Company of an
opportunity; (ii) take for your own advantage an opportunity that
belongs to the Company; or (iii) help others violate (i) or (ii), if
they are in a position to divert a Company opportunity for their own
benefit.

• Keep all confidential information about the Company and its
customers, including freight rates, Company or customer financial
information, pricing policies, the identity of all customers, trade
secrets, and proprietary information, both while you are employed and after you leave the Company . Any such information must not be used for your personal advantage or shared with the Company's competitors.

• Do not give to or accept from any customer, vendor or supplier to
the Company bribes or kickbacks, in any form. You may give to or accept
from customers or vendors (i) routine, traditional holiday or
promotional gifts; and (ii) routine, non-extraordinary business
breakfasts, lunches or dinners, or tickets or passes allowing
attendance at athletic, cultural or similar events. You may not give to
or accept from any customer, vendor, or supplier gifts or gratuities
that are of substantial value.

• Treat all persons fairly, regardless of such factors as race,
religion, gender, disability, age or national origin. Adhere to fair
employment practices. Extend courtesy to every customer and every
employee of the Company.

• Be thoroughly familiar with, adhere to and fully comply with all
Company policies and procedures, including this Code, the Company's
Policy Governing Responsibilities of Financial Managers and Senior
Officers, the Company's Stock Trading Policy, and other standards of
conduct.

• Strive to create a safe work place and adhere to safety rules and policies.

• Invest the time necessary to learn your job thoroughly and learn
from your colleagues who have more experience in the transportation
business.

• Promptly report to your supervisor (or, if appropriate, the Audit
Committee) any irregularities or apparent wrongdoing, including
violations of the matters listed in this section and all facts
surrounding any such incident.

• Do not withhold, misrepresent or misconstrue facts or information
when reporting any matter to your supervisor or superior or reporting
violations of this Code or any other standards of conduct to your
supervisor or the Audit Committee.

• Any Company employee who is in possession of material, non-public
information concerning the Company's financial condition, operations,
properties or prospects may not purchase or sell the Company's stock
until two (2) business days after that information has been publicly
disclosed. Material, non-public information is information about the
Company an investor would consider important that has not been publicly
disclosed, either by the Company or otherwise.

Examples of Conduct That Violates This Code

The following are examples of conduct that violates this Code:

• Acts of dishonesty and/or defalcation, including borrowing money
from the Company without approval of a senior officer or using Company
property for personal use or personal gain.

• Accepting or giving bribes or kickbacks to or from the Company's customers.

• Making favorable freight arrangements for customers that result in your obtaining any personal benefit.

• Misuse of Company property, including tractors or trailers.

• Abuse or misuse of property belonging to customers.

• Looking up or obtaining information on workstation screens, company records
or elsewhere about the Company's financial or proprietary information, unless
there is a business need to do so that has been expressly approved by your supervisor
(or, where appropriate, the Audit Committee).

• Using Company information for your own benefit or to benefit someone else, either directly or indirectly.

• Trading in Knight stock while in possession of important inside
information about the Company that has not been publicly disclosed

• Falsifying or destroying Company records or documents.

• Failing to report any matters accurately or timely to a supervisor
or superior or misrepresenting or misstating facts in any oral or
written report.

• Failing to report wrongdoings to senior management.

The examples above are not all-inclusive, and the Company
reserves the right to determine if and when conduct constitutes a
violation of this Code, whether or not the conduct is specifically
identified.

Report of Matters to Audit Committee

The Audit Committee has the continuing duty to review the
performance of the Company's Chief Financial Officer and other
Financial Managers and to provide independent and skilled guidance to
the Board of Directors in fulfilling its responsibilities and to ensure
the fairness and accuracy of the Company's financial statements and the
existence of adequate internal financial controls. Any
violation of this Code can and, if the violation involves any matter
affecting the Company's books and records, must be reported to the
Chairman of the Audit Committee .

Audit Committee

Complaint Review Procedure

The Audit Committee also has the duty to review any complaints
received by the Company for possible violations of internal controls
and procedures. Pursuant to the Amended and Restated Charter of the
Audit Committee of the Board of Directors of Knight Transportation,
Inc. (the "Charter"), the Audit Committee (the "Committee") must
establish a procedure for the receipt, retention and treatment of
complaints received by the Company and Committee on issues regarding
accounting, internal accounting controls, auditing matters or
irregularities or improper conduct related to Company policies or
operations (a "Complaint"). If Complaints are received dealing with
matters outside these areas, they will be referred to the appropriate
person.

Complaints may be submitted to the Company anonymously by mail to
Knight Transportation, Inc., Attn: Audit Committee Chairman, or to the
Company's legal counsel at Ryley Carlock & Applewhite, Attn: Mr.
James Brophy, One North Central Avenue, Suite 1200, Phoenix, Arizona
85004.

Procedure

Complaints may be made to the Company anonymously. The Committee
will take the following actions upon receipt of any Complaint:

• All Committee members will review the Complaint.

• The Committee will determine, in its sole discretion, whether the
matters set forth in the Complaint relate to or involve a material
violation of this Code or any Company policy or have a material adverse
effect on the Company's financial statements, results of operations or
financial controls.

• The Committee may investigate the matters alleged in any Complaint by any procedure it deems appropriate.

• The Complaint, if it involves a material matter, will be reviewed
by the Company's independent public accountants or legal counsel, or
both, as appropriate, and the Committee will take any necessary action
to remedy the matters set forth in the Complaint, including, without
limitation, presenting such Complaint to the Company's Board of
Directors for further action if the Committee determines there is
substance to the matters alleged in the Complaint.

• Complaints that are not well-founded will be dismissed, but such
Complaints will be retained by the Committee for an appropriate period
of time, as determined by the Committee.

• No employee will be subject to discipline for bringing a Complaint to the Committee's attention.

Any Complaints received by the Committee (or the Company's legal
counsel) will be retained in a separate, confidential file restricting
access only to members of the Committee and the Company's legal
counsel.

Code of Ethical Conduct Waivers

A waiver of any of the rules of the Code must be requested in
writing. Any waiver will be denied or granted in the sole discretion of
the Company. The Chief Financial Officer has authority to grant a
waiver for employees who are below the rank of Executive Vice
President, subject to approval of the Executive Committee of the Board
of Directors. If a waiver is sought by the Chief Financial Officer, the
President, the Chief Executive Officer, or any Executive Vice
President, the waiver must be approved by a majority of the Audit
Committee. All waivers of this policy must be reported to the Audit
Committee.

Failure to Comply

Engaging in prohibited conduct or not adhering to this Code, or any
other standards of conduct adopted by the Company, may lead to
disciplinary action against an employee, up to and including immediate
termination of employment. If you have any questions or doubts about
whether your conduct might pose a conflict or a potential conflict of
interest or be otherwise prohibited, refer the matter to your immediate
supervisor.