AMENDMENT NO. 3
                                     TO THE
                            COVENANT TRANSPORT, INC.
                              INCENTIVE STOCK PLAN


         This Amendment No. 3 to the Covenant  Transport,  Inc.  Incentive Stock
Plan (the "Amendment"),  pursuant to Section 6.4 of the Plan, is made as of July
27, 2000.  All terms in this  Amendment  shall have the meaning  ascribed in the
Plan, unless otherwise defined herein.

         Background.  On  August  4,  1994,  all  voting  stockholders  and  all
directors of Covenant  Transport,  Inc., a Nevada  corporation  (the "Company"),
adopted an Incentive  Stock Plan (the "Plan").  On August 15, 1996,  the Company
adopted  Amendment  No. 1 to the Plan.  On May 20,  1999,  the  Company  adopted
Amendment No. 2 to the Plan. The following Amendment was adopted and approved by
the Board of Directors on July 27, 2000.

         In accordance  with the  foregoing,  the Plan is hereby  amended as set
forth below:

         Subparagraphs  2.3.a and 2.3.b.  and the last sentence of Paragraph 2.3
are deleted in their entirety and replaced with the following:

            "Fair  Market  Value"  means the  closing  price of the Common
            Stock on the  date an  Option  is  awarded,  as such  price is
            reported by The Nasdaq Stock  Market,  other  over-the-counter
            market,  or stock  exchange,  as  applicable.  If no  reported
            quotation  or sale of Common  Stock takes place on the date in
            question,  the last reported closing price of the Common Stock
            shall be determinative.

         This  Amendment was duly adopted and approved by a vote of the Board of
Directors of the Company on July 27, 2000.

                                            /s/ Mary B. Roseman
                                            --------------------------
                                            Mary B. Roseman, Assistant Secretary