AMENDMENT NO. 2
                                     TO THE
                            COVENANT TRANSPORT, INC.
                              INCENTIVE STOCK PLAN


         This Amendment No. 2 to the Covenant  Transport,  Inc.  Incentive Stock
Plan (the  AAmendment@),  pursuant to Section 6.4 of the Plan, is made as of May
20, 1999.  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 ACompany@),
adopted an Incentive  Stock Plan (the APlan@).  On August 15, 1996,  the Company
adopted Amendment No. 1 to the Plan. The following  Amendment was adopted by the
Board  of  Directors  of the  Company  and  forwarded  to the  stockholders  for
approval.  The Amendment was approved at the 1999 Annual Meeting held on May 20,
1999.

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

         1.  Article I is amended by deleting  the first  paragraph  of existing
Section 1.6 and replacing it with the following  paragraph.  Section  1.6(a) and
1.6(b) were not amended in any way.

                  1.6 Shares  Subject to Plan:  The maximum  number of shares of
                  Common  Stock which may be issued for all  purposes  under the
                  Plan shall be One Million Three Hundred Thousand (1,300,000).

         This Amendment was duly adopted and approved by a vote of the
stockholders of the Company at the 1999 Annual Meeting held on May 20, 1999.

                                                      /s/ Mark A. Scudder
                                                      --------------------------
                                                      Mark A. Scudder, Secretary

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