Exhibit 4.1










                                 HUB GROUP, INC.
                          2002 LONG-TERM INCENTIVE PLAN
                          -----------------------------
           (As Amended and Restated Effective as of December 3, 2003)


























<PAGE>



                                 HUB GROUP, INC.

                                   Certificate

     I, David C. Zeilstra, Secretary of Hub Group, Inc., having in my custody
and possession the corporate records of said corporation, do hereby certify that
attached hereto is a true and correct copy of the Hub Group, Inc. 2002 Long-Term
Incentive Plan as in effect as of December 3, 2003.

     WITNESS my hand this day of , 2003.


                                  ----------------------
                                  As Aforesaid


                                      -i-


<PAGE>


<TABLE>
<CAPTION>
<S>     <C>       <C>                                                                                            <C>
SECTION 1             GENERAL....................................................................................1

         1.1      Purpose........................................................................................1

         1.2      Defined Terms..................................................................................1

         1.3      Participation..................................................................................1

         1.4      Operation and Administration...................................................................2

SECTION 2             OPTIONS....................................................................................2

         2.1      Definitions....................................................................................2

         2.2      Eligibility....................................................................................2

         2.3      Price..........................................................................................2

         2.4      Exercise.......................................................................................3

         2.5      Post-Exercise Limitations......................................................................3

         2.6      Expiration Date................................................................................4

         2.7      Reload of Option...............................................................................4

         2.8      Dividend Equivalents...........................................................................4

SECTION 3             STOCK APPRECIATION RIGHTS..................................................................4

         3.1      Definition.....................................................................................4

         3.2      Eligibility....................................................................................5

         3.3      Exercise.......................................................................................5

         3.4      Settlement of Award............................................................................5

         3.5      Post-Exercise Limitations......................................................................5

         3.6      Expiration Date................................................................................6

         3.7      Dividend Equivalents...........................................................................6

SECTION 4             RESTRICTED STOCK...........................................................................6

         4.1      Definition.....................................................................................6

         4.2      Eligibility....................................................................................6

         4.3      Terms and Conditions of Awards.................................................................6

SECTION 5             PERFORMANCE UNITS..........................................................................7

         5.1      Definition.....................................................................................7

         5.2      Eligibility....................................................................................7

         5.3      Terms and Conditions of Awards.................................................................8

         5.4      Payment........................................................................................8

</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>        <C>                                                                                          <C>


         5.5      Termination During Performance Period..........................................................8

SECTION 6             OPERATION AND ADMINISTRATION...............................................................8

         6.1      Effective Date.................................................................................8

         6.2      Shares Subject to Plan and Other Limitations...................................................9

         6.3      Adjustments to Shares.........................................................................10

         6.4      Limit on Distribution.........................................................................12

         6.5      Settlement of Awards..........................................................................13

         6.6      Liability for Cash Payments...................................................................13

         6.7      Performance-Based Compensation................................................................13

         6.8      Withholding...................................................................................14

         6.9      Transferability...............................................................................14

         6.10     Administration................................................................................14

         6.11     Notices.......................................................................................14

         6.12     Form and Time of Elections....................................................................15

         6.13     Agreement With Company........................................................................15

         6.14     Limitation of Implied Rights..................................................................15

         6.15     Benefits Under Qualified Retirement Plans.....................................................15

         6.16     Evidence......................................................................................15

         6.17     Gender and Number.............................................................................16

         6.18     Defined Terms.................................................................................16

SECTION 7             COMMITTEE.................................................................................18

         7.1      Selection of Committee........................................................................18

         7.2      Powers of Committee...........................................................................18

         7.3      Delegation by Committee.......................................................................19

         7.4      Information to be Furnished to Committee......................................................19

         7.5      Liability and Indemnification of Committee....................................................19

SECTION 8             CHANGE IN CONTROL.........................................................................20

         8.1      Acceleration of Awards........................................................................20

         8.2      Definition of Change in Control...............................................................20

SECTION 9             AMENDMENT AND TERMINATION.................................................................21

</TABLE>
                                      -ii-

<PAGE>




                                 HUB GROUP, INC.
                          2002 LONG-TERM INCENTIVE PLAN
                          -----------------------------
           (As Amended and Restated Effective as of December 3, 2003)


                                   SECTION 1
                                   ---------

                                    GENERAL
                                    -------

     1.1 Purpose. The Hub Group, Inc. 2002 Long-Term Incentive Plan (the "Plan")
has been established by Hub Group, Inc. (the "Company") to:

     (a)  attract and retain key executive and managerial employees;

     (b)  attract and retain the services of experienced and knowledgeable
          directors;

     (c)  motivate participating employees, by means of appropriate incentives,
          to achieve long-range goals;

     (d)  provide incentive compensation opportunities that are competitive with
          those of other corporations; and

     (e)  further identify Participants' interests with those of the Company's
          other shareholders through compensation that is based on the Company's
          common stock;

and thereby to promote the long-term financial interest of the Company and the
Related Companies, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.

     1.2 Defined Terms. Capitalized terms used herein which are not otherwise
defined in the Plan shall have the meaning set forth in subsection 6.18 hereof.

     1.3 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
employees of the Employer who are key executives or managerial employees, those
persons who will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan. Subject to the terms and conditions of the
Plan, the Board, after recommendation of the Directors who are not Eligible
Directors, shall determine and designate, from time to time, from among the
Eligible Directors of the Company those Eligible Directors who will be granted
one or more Awards under the Plan, and thereby become "Participants" in the
Plan. In the discretion of the Committee, and subject to the terms of the Plan,
a Participant may be granted any Award permitted under the provisions of the
Plan, and more than one Award may be granted to a Participant. Except as
otherwise provided by the Committee (or the Board with respect to an Award to an
Eligible Director) and consented to by the Participant, or except as otherwise
provided in the Plan or Award


<PAGE>

Agreement, an Award under the Plan shall not affect any previous Award under the
Plan or an award under any other plan maintained by the Company or the Related
Companies.

     1.4 Operation and Administration. The operation and administration of the
Plan, including the Awards made under the Plan, shall be subject to the
provisions of Section 6.

                                   SECTION 2
                                   ---------

                                    OPTIONS
                                    -------

     2.1 Definitions. The grant of an Option under this Section 2 entitles the
Participant to purchase shares of Stock at a price fixed at the time the Option
is granted, or at a price determined under a method established at the time the
Option is granted, subject to the terms of this Section 2. Options granted under
this Section 2 may be either Incentive Stock Options or Non-Qualified Stock
Options, as determined in the discretion of the Committee; provided, however,
that any Option granted to an Eligible Director shall be a Non-Qualified Stock
Option; and provided further that, an Incentive Stock Option may be granted only
to employees of the Company and its Affiliates.

     2.2 Eligibility. The Committee (or the Board in the case of Options granted
to Eligible Directors) shall designate the Participants to whom Options are to
be granted under this Section 2 and shall determine the number of shares of
Stock to be subject to each such Option. Consistent with the requirements of
section 422 of the Code, to the extent that the aggregate fair market value of
Stock with respect to which Incentive Stock Options are exercisable for the
first time by any individual during any calendar year (under all plans of the
Company and all Affiliates of the Company) exceeds $100,000, such options shall
be treated as Non-Qualified Stock Options.

     2.3 Price. The determination and payment of the purchase price of a share
of Stock under each Option granted under this Section 2 shall be subject to the
following:

     (a)  The purchase price shall be established by the Committee (or the Board
          in the case of Options granted to Eligible Directors) or shall be
          determined by a method established by the Committee (or the Board in
          the case of Options granted to Eligible Directors) at the time the
          Option is granted; provided, however, that in no event shall such
          price be less than the greater of (i) 100% of the Fair Market Value of
          a share of Stock as of the date on which the Option is granted; or
          (ii) the par value of a share of Stock on such date.

     (b)  Subject to the following provisions of this subsection 2.3, the full
          purchase price of each share of Stock purchased upon the exercise of
          any Option shall be paid at the time of such exercise (except that, in
          the case of a cashless exercise arrangement described in paragraph
          2.3(d), payment may be made as soon as practicable after the exercise)
          and, as soon as practicable thereafter, a certificate


                                      -2-
<PAGE>

representing the shares so purchased shall be delivered to the person entitled
thereto.

     (c)  The purchase price shall be payable in cash or in shares of Stock
          (valued at Fair Market Value as of the day of exercise), or in any
          combination thereof, as determined by the Committee (or the Board in
          the case of Options granted to Eligible Directors).

     (d)  A Participant may elect to pay the purchase price upon the exercise of
          an Option through the following cashless exercise procedures: The
          Participant shall notify the Corporate Secretary of the intent to
          exercise. Written instructions will then be prepared and delivered to
          the Company and the broker indicating the Participant's cashless
          election and instructing the Company to deliver to the broker the
          Stock issuable upon exercise. The exercise of the Option will be
          executed on the same day that the broker is able to sell the stock.
          The broker will then withhold from the proceeds of the sale and
          deliver to the Company an amount, in cash, equal to the Option
          purchase price. An additional amount for federal and state tax
          withholdings, not to exceed the statutory minimum required tax
          withholding, may also be withheld and delivered to the Company at the
          Participant's election.

     2.4 Exercise. Except as otherwise provided in the Plan or by the Committee,
an Option granted under this Section 2 shall be exercisable in accordance with
the following terms of this subsection 2.4:

     (a)  The terms and conditions relating to exercise of an Option shall be
          established by the Committee (or the Board in the case of Options
          granted to Eligible Directors), and may include, without limitation,
          conditions relating to completion of a specified period of service or
          achievement of performance standards prior to exercise of the Option.

     (b)  No Option may be exercised by a Participant: (i) prior to the date on
          which the Participant completes one continuous year of employment with
          the Company or any Related Company or one continuous year of service
          as an Eligible Director, as applicable, after the date as of which the
          Option is granted (provided, however, that the Committee (or the Board
          in the case of Options granted to Eligible Directors) may permit
          earlier exercise following the Participant's Date of Termination or
          Termination of Service, as applicable, by reason of death or
          Disability); or (ii) after the Expiration Date applicable to that
          Option.

     (c)  The exercise of an Option will result in the surrender of the
          corresponding rights under a tandem Stock Appreciation Right, if any.

     2.5 Post-Exercise Limitations. The Committee (or the Board in the case of
Options granted to Eligible Directors), in its discretion, may impose such
restrictions on shares of Stock acquired pursuant to the exercise of an Option
granted under this Section 2 (including Stock

                                      -3-
<PAGE>

acquired pursuant to the exercise of a tandem Stock Appreciation Right) as it
determines to be desirable, including, without limitation, restrictions relating
to disposition of the shares and forfeiture restrictions based on service,
performance and such other factors as the Committee (or the Board in the case of
Options granted to Eligible Directors) determines to be appropriate.

     2.6 Expiration Date. The "Expiration Date" with respect to an Option
granted under this Section 2 means the date established as the Expiration Date
by the Committee (or the Board in the case of Options granted to Eligible
Directors) at the time of the grant; provided, however, that the Expiration Date
with respect to any Option shall not be later than the earliest to occur of:

     (a)  the ten-year anniversary of the date on which the Option is granted;

     (b)  if the Participant's Date of Termination or Termination of Service, as
          applicable, occurs by reason of Retirement, death or Disability, the
          one-year anniversary of such Date of Termination or Termination of
          Service; or

     (c)  if the Participant's Date of Termination or Termination of Service, as
          applicable, occurs for reasons other than Retirement, death or
          Disability, 60 days following such Date of Termination or Termination
          of Service.

     2.7 Reload of Option. In the event the Participant exercises an Option
granted under this Section 2 and pays all or a portion of the purchase price in
Stock, in the manner permitted by subsection 2.3, such Participant may, in the
Committee's discretion (or the Board's discretion in the case of Options granted
to Eligible Directors), be issued a new Option to purchase additional shares of
Stock equal to the number of shares of Stock surrendered to the Company in such
payment. Such new Option shall have a purchase price equal to the Fair Market
Value per share on the date such new Option is granted, shall first be
exercisable six months from the date of grant of the new Option and shall have
an Expiration Date that is the same date as the Expiration Date of the original
Option so exercised by payment of the purchase price in shares of Stock.

     2.8 Dividend Equivalents. The Committee (or the Board in the case of
Options granted to Eligible Directors) may award Dividend Equivalents with
respect to Options. The award of Dividend Equivalents shall permit the
Participant to earn an amount equal to the dividends payable with respect to the
number of shares of Stock subject to the Option for the period the Option is
outstanding and unexercised. The right to payment of such earned Dividend
Equivalents shall be subject to such restrictions and limitations as may be
imposed by the Committee (or the Board in the case of Options granted to
Eligible Directors).

                                   SECTION 3
                                   ---------

                           STOCK APPRECIATION RIGHTS
                           -------------------------

     3.1 Definition. Subject to the terms of this Section 3, a "Stock
Appreciation Right" granted under the Plan entitles the Participant to receive,
in cash or Stock (as determined in accordance with subsection 3.4), value equal
to all or a portion of the excess of: (a) the Fair

                                      -4-
<PAGE>

Market Value of a specified number of shares of Stock at the time of exercise;
over (b) a specified price which shall not be less than 100% of the Fair Market
Value of the Stock at the time the Stock Appreciation Right is granted, or, if
granted in tandem with an Option, the purchase price with respect to shares
under the tandem Option.

     3.2 Eligibility. Subject to the provisions of the Plan, the Committee shall
designate the Participants to whom Stock Appreciation Rights are to be granted
under the Plan, shall determine the exercise price or a method by which the
exercise price shall be established with respect to each such Stock Appreciation
Right, and shall determine the number of shares of Stock on which each Stock
Appreciation Right is based. A Stock Appreciation Right may be granted in
connection with all or any portion of a previously or contemporaneously granted
Option or not in connection with an Option. If a Stock Appreciation Right is
granted in connection with an Option, then, in the discretion of the Committee,
the Stock Appreciation Right may, but need not be granted in tandem with the
Option.

     3.3 Exercise. The exercise of Stock Appreciation Rights shall be subject to
the following:

     (a)  If a Stock Appreciation Right is not in tandem with an Option, then
          the Stock Appreciation Right shall be exercisable in accordance with
          the terms established by the Committee at the time of grant; provided,
          however, that except as otherwise expressly provided in the Plan or in
          the Award Agreement, no Stock Appreciation Right may be exercised by a
          Participant (i) prior to the date on which he completes one continuous
          year of employment with the Company or any Related Company after the
          date as of which the Stock Appreciation Right is granted (provided,
          however, that the Committee may permit earlier exercise following the
          Participant's Date of Termination by reason of death or Disability);
          or (ii) after the Expiration Date applicable to that Stock
          Appreciation Right.

     (b)  If a Stock Appreciation Right is in tandem with an Option, then the
          Stock Appreciation Right shall be exercisable at the time the tandem
          Option is exercisable. The exercise of a Stock Appreciation Right will
          result in the surrender of the corresponding rights under the tandem
          Option.

     3.4 Settlement of Award. Upon the exercise of a Stock Appreciation Right,
the value to be distributed to the Participant, in accordance with subsection
3.1, shall be distributed in shares of Stock (valued at their Fair Market Value
at the time of exercise), in cash, or in a combination thereof, in the
discretion of the Committee.

     3.5 Post-Exercise Limitations. The Committee, in its discretion, may impose
such restrictions on shares of Stock acquired pursuant to the exercise of a
Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance and such other factors as the
Committee determines to be appropriate.

                                      -5-
<PAGE>

     3.6 Expiration Date. If a Stock Appreciation Right is in tandem with an
Option, then the "Expiration Date" for the Stock Appreciation Right shall be the
Expiration Date for the related Option. If a Stock Appreciation Right is not in
tandem with an Option, then the "Expiration Date" for the Stock Appreciation
Right shall be the date established as the Expiration Date by the Committee;
provided, however, that subject to the following provisions of this subsection
3.6, the Expiration Date with respect to any Stock Appreciation Right shall not
be later than the earliest to occur of:

     (a)  the ten-year anniversary of the date on which the Stock Appreciation
          Right is granted;

     (b)  if the Participant's Date of Termination occurs by reason of
          Retirement, death or Disability, the one-year anniversary of such Date
          of Termination.

     (c)  if the Participant's Date of Termination occurs by reason other than
          Retirement, death, or Disability, 60 days following such Date of
          Termination.

     3.7 Dividend Equivalents. The Committee may award Dividend Equivalents with
respect to Stock Appreciation Rights. The award of Dividend Equivalents shall
permit the Participant to earn an amount equal to the dividends payable with
respect to the number of shares of Stock that are subject to the Stock
Appreciation Rights for the period the Stock Appreciation Rights are outstanding
and unexercised. The right to payment of such earned Dividends Equivalents shall
be subject to such restrictions and limitations as may be imposed by the
Committee.

                                   SECTION 4
                                   ---------

                                RESTRICTED STOCK
                                ----------------

     4.1 Definition. Subject to the terms of this Section 4, Awards of
"Restricted Stock" under the Plan are grants of Stock to Participants, the
vesting of which is subject to such conditions as may be established by the
Committee.

     4.2 Eligibility. The Committee shall designate the Participants to whom
Restricted Stock is to be granted, and the number of shares of Stock that are
subject to each such Award.

     4.3 Terms and Conditions of Awards. Shares of Restricted Stock granted to
Participants under the Plan shall be subject to the following terms and
conditions:

     (a)  Except as otherwise determined by the Committee, Restricted Stock
          granted to Participants may not be sold, assigned, transferred,
          pledged or otherwise encumbered, except as hereinafter provided, for a
          period of not less than one year after the time of the grant of such
          Stock (the "Restricted Period"). Except for such restrictions, the
          Participant as owner of such shares shall have all the rights of a
          shareholder, including but not limited to the right to vote such
          shares and,


                                      -6-

<PAGE>

          except as otherwise provided by the Committee, the right to receive
          all dividends paid on such shares. The Committee may, in its
          discretion, at any time after the date of the award of Restricted
          Stock, adjust the length of the Restricted Period to account for
          individual circumstances of a Participant or group of Participants.

     (b)  Except as otherwise determined by the Committee, a Participant whose
          Date of Termination occurs prior to the end of the Restricted Period
          for any reason shall forfeit all shares of Restricted Stock remaining
          subject to any outstanding Restricted Stock Award.

     (c)  The Committee may, in its discretion, condition the vesting of shares
          of Restricted Stock on the achievement of performance goals.

     (d)  Each certificate issued in respect of shares of Restricted Stock
          granted under the Plan shall be registered in the name of the
          Participant and, at the discretion of the Committee, each such
          certificate may be deposited in a bank designated by the Committee.
          Each such certificate shall bear the following (or a similar) legend:

          "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions (including
          forfeiture) contained in the Hub Group, Inc. 2002 Long-Term Incentive
          Plan and an agreement entered into between the registered owner and
          Hub Group, Inc. A copy of such plan and agreement is on file in the
          office of the Secretary of Hub Group, Inc., 3050 Highland Parkway,
          Suite 100, Downers Grove, IL 60515."

     (e)  Subject to the limitations of the Plan and the Award of Restricted
          Stock, at the end of the Restricted Period for Restricted Stock, such
          Restricted Stock will be transferred free of all restrictions to a
          Participant (or his or her legal representative, beneficiary or heir).

                                   SECTION 5
                                   ---------

                               PERFORMANCE UNITS
                               -----------------

     5.1 Definition. Subject to the terms of this Section 5, the Award of
"Performance Units" under the Plan entitles the Participant to receive value for
the units at the end of a Performance Period to the extent provided under the
Award. The number of units earned, and value received for them, will be
contingent on the degree to which the performance measures established at the
time of the initial Award are met.

     5.2 Eligibility. The Committee shall designate the Participants to whom
Performance Units are to be granted, and the number of units to be the subject
to each such Award.

     5.3 Terms and Conditions of Awards. For each Participant, the Committee
will determine the number of units granted; the value of units, which may be
stated either in cash or

                                      -7-
<PAGE>

in shares of Stock; the performance measures used for determining whether the
Performance Units are earned; the Performance Period during which the
performance measures will apply; the relationship between the level of
achievement of the performance measures and the degree to which Performance
Units are earned; whether, during or after the Performance Period, any revision
to the performance measures or Performance Period should be made to reflect
significant events or changes that occur during the Performance Period; and the
number of earned Performance Units that will be paid in cash and/or shares of
Stock.

     5.4 Payment. The Committee will compare the actual performance to the
performance measures established for the Performance Period and determine the
number of Performance Units to be paid and their value. Payment for units earned
shall be wholly in cash, wholly in Stock or in a combination of the two, in a
lump sum or installments, and subject to vesting requirements and such other
conditions as the Committee shall determine. The Committee will determine the
number of earned units to be paid in cash and the number to be paid in Stock.
For Performance Units valued when granted in shares of Stock, one share of Stock
will be paid for each unit earned, or cash will be paid for each unit earned
equal to either (a) the Fair Market Value of a share of Stock at the end of the
Performance Period or (b) the value of the Stock determined based on the average
Fair Market Value for a number of days determined by the Committee. For
Performance Units valued when granted in cash, the value of each unit earned
will be paid in its initial cash value, or shares of Stock will be distributed
based on the cash value of the units earned divided by (a) the Fair Market Value
of a share of Stock at the end of the Performance Period or (b) the value of a
share of Stock determined based on the average Fair Market Value for a number of
days determined by the Committee.

     5.5 Termination During Performance Period. If a Participant's Date of
Termination occurs during a Performance Period with respect to any Performance
Shares granted to him, the Committee may determine that the Participant will be
entitled to receive all or any portion of the Performance Shares that he would
otherwise receive, and may accelerate the determination and payment of the value
of such Performance Shares or make such other adjustments as the Committee, in
its sole discretion, deems desirable.



                                   SECTION 6
                                   ---------

                          OPERATION AND ADMINISTRATION
                          ----------------------------

     6.1 Effective Date. The Plan was adopted by the Board effective April 4,
2002 (the "Effective Date") and was subsequently approved by the shareholders of
the Company. Subject to the approval of the shareholders of the Company, the
Plan was amended and restated, effective December 3, 2003. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that
no Awards may be granted under the Plan on a date that is more than ten years
from the date the Plan is adopted. Any Awards which are granted prior to
approval by the Company's shareholders of the amendments effective December 3,
2003, where such Awards


                                      -8-
<PAGE>

would otherwise not have been permissible absent approval by the shareholders of
such amendments, shall be contingent on such shareholders' approval and in the
event the amended and restated Plan is not so approved, such Awards shall be
void and without effect.

     6.2 Shares Subject to Plan and Other Limitations. The shares of Stock for
which Awards may be granted under the Plan shall be subject to the following:

     (a)  The shares of Stock with respect to which Awards may be made under the
          Plan shall be shares of Stock currently authorized but unissued or
          currently held or, to the extent permitted by applicable law,
          subsequently acquired by the Company as treasury shares, including
          shares of Stock purchased in the open market or in private
          transactions.

     (b)  Subject to the provisions of subsection 6.3, the number of shares of
          Stock which may be issued with respect to Awards under the Plan shall
          not exceed 1,100,000 shares in the aggregate.

     (c)  To the extent provided by the Committee (or the Board in the case of
          any Option granted to an Eligible Director pursuant to Section 2), any
          Award may be settled in cash rather than shares of Stock. To the
          extent any shares of Stock covered by an Award are not delivered to a
          Participant or beneficiary because the Award expires, is forfeited or
          is canceled, or because the shares of Stock are not delivered because
          the Award is settled in cash or used to satisfy the applicable tax
          withholding obligation, such shares of Stock shall not be deemed to
          have been delivered for purposes of determining the maximum number of
          shares of Stock available for delivery under the Plan.

     (d)  If the exercise price of any Option granted under the Plan is
          satisfied by tendering shares of Stock to the Company (by either
          actual delivery or by attestation), only the number of shares of Stock
          issued net of the shares of Stock tendered shall be deemed delivered
          for purposes of determining the maximum number of shares of Stock
          available for delivery under the Plan.

     (e)  Subject to paragraph 6.3, the following additional maximums are
          imposed under the Plan:

          (i)  The maximum number of shares of Stock that may be covered by
               Awards granted to any one employee pursuant to Section 2
               (relating to Options) and Section 3 (relating to Stock
               Appreciation Rights) during any one-year Company fiscal year
               period shall not exceed 250,000 shares of Stock, reduced by the
               sum of (A) the number of shares of Stock subject to all other
               prior Awards of Options and Stock Appreciation Rights under the
               Plan within the one-year Company fiscal year period that includes
               the date of the Award; and (B) the number of shares of Stock
               subject to all other prior stock options and stock appreciation
               rights granted to the employee

                                      -9-
<PAGE>

               under other plans or arrangements of the Employer within the
               one-year Company fiscal year period that includes the date of the
               Award.

          (ii) In the case of Awards, other than Options and Stock Appreciation
               Rights, granted under the Plan, which Awards are intended to be
               "performance-based compensation" (as that term is used for
               purposes of Code section 162(m)), no more than 250,000 shares of
               Stock and, if such Awards are denominated in cash value, no more
               than $5,000,000, may be subject to such Awards granted to any one
               individual during any one-year Company fiscal year period that
               includes the date of the Award. If, after shares have been
               earned, the delivery is deferred, any additional shares
               attributable to dividends or other amounts attributable to
               earnings during the deferral period shall be disregarded.

          (iii) If an Option is in tandem with a Stock Appreciation Right, such
               that the exercise of the Option or Stock Appreciation Right with
               respect to a share of Stock cancels the tandem Stock Appreciation
               Right or Option, respectively, with respect to such share, the
               tandem Option and Stock Appreciation Rights with respect to each
               share of Stock shall be counted as covering only one share of
               Stock for purposes of applying the limitations of this Section
               6.2.

          (iv) Subject to the provisions of subsection 6.3, the determination
               made under the foregoing provisions of this paragraph (e) shall
               be based on the shares subject to the Awards at the time of
               grant, regardless of when the Awards become exercisable.

     6.3 Adjustments to Shares.

     (a)  If the Company shall effect any subdivision or consolidation of shares
          of Stock or other capital readjustment, payment of stock dividend,
          stock split, combination of shares or recapitalization or other
          increase or reduction of the number of shares of Stock outstanding
          without receiving compensation therefor in money, services or
          property, then the Committee shall adjust (i) the number of shares of
          Stock available under the Plan; (ii) the number of shares available
          under any individual or other limits; (iii) the number of shares of
          Stock subject to outstanding Awards; and (iv) the per-share price
          under any outstanding Award to the extent that the Participant is
          required to pay a purchase price per share with respect to the Award.

     (b)  If the Company is reorganized, merged or consolidated or is party to a
          plan of exchange with another corporation, pursuant to which
          reorganization, merger, consolidation or plan of exchange the
          shareholders of the Company receive any shares of stock or other
          securities or property, or the Company shall distribute securities of
          another corporation to its shareholders, there shall be substituted
          for


                                      -10-
<PAGE>

          the shares subject to outstanding Awards an appropriate number of
          shares of each class of stock or amount of other securities or
          property which were distributed to the shareholders of the Company in
          respect of such shares, subject to the following: (i) If the Committee
          determines that the substitution described in accordance with the
          foregoing provisions of this paragraph (b) would not be fully
          consistent with the purposes of the Plan or the purposes of the
          outstanding Awards under the Plan, the Committee may make such other
          adjustments to the Awards to the extent that the Committee determines
          such adjustments are consistent with the purposes of the Plan and of
          the affected Awards.

          (ii) All or any of the Awards may be canceled by the Committee on or
               immediately prior to the effective date of the applicable
               transaction, but only if the Committee gives reasonable advance
               notice of the cancellation to each affected Participant, and only
               if either: (A) the Participant is permitted to exercise the Award
               for a reasonable period prior to the effective date of the
               cancellation; or (B) the Participant receives payment or other
               benefits that the Committee determines to be reasonable
               compensation for the value of the canceled Awards.

          (iii) Upon the occurrence of a reorganization of the Company or any
               other event described in this paragraph (b), any successor to the
               Company shall be substituted for the Company to the extent that
               the Company and the successor agree to such substitution.

     (c)  Upon (or, in the discretion of the Committee, immediately prior to)
          the sale to (or exchange with) a third party unrelated to the Company
          of all or substantially all of the assets of the Company, all Awards
          shall be canceled. If Awards are canceled under this paragraph (c)
          then, with respect to any affected Participant, either:

          (i)  the Participant shall be provided with reasonable advance notice
               of the cancellation, and the Participant shall be permitted to
               exercise the Award for a reasonable period prior to the effective
               date of the cancellation; or

          (ii) the Participant shall receive payment or other benefits that the
               Committee determines to be reasonable compensation for the value
               of the canceled Awards.

          The foregoing provisions of this paragraph (c) shall also apply to the
          sale of all or substantially all of the assets of the Company to a
          related party, if the Committee determines such application is
          appropriate.

                                      -11-
<PAGE>

     (d)  In determining what action, if any, is necessary or appropriate under
          the foregoing provisions of this subsection 6.3, the Committee shall
          act in a manner that it determines to be consistent with the purposes
          of the Plan and of the affected Awards and, where applicable or
          otherwise appropriate, in a manner that it determines to be necessary
          to preserve the benefits and potential benefits of the affected Awards
          for the Participants and the Employer.

     (e)  The existence of this Plan and the Awards granted hereunder shall not
          affect in any way the right or power of the Company or its
          shareholders to make or authorize any or all adjustments,
          recapitalizations, reorganizations or other changes in the Company's
          capital structure or its business, any merger or consolidation of the
          Company, any issue of bonds, debentures, preferred or prior preference
          stocks ahead of or affecting the Company's Stock or the rights
          thereof, the dissolution or liquidation of the Company, any sale or
          transfer of all or any part of its assets or business, or any other
          corporate act or proceeding, whether of a similar character or
          otherwise.

     (f)  Except as expressly provided by the terms of this Plan, the issuance
          by the Company of shares of stock of any class, or securities
          convertible into shares of stock of any class, for cash or property or
          for labor or services, either upon direct sale, upon the exercise of
          rights or warrants to subscribe therefor or upon conversion of shares
          or obligations of the Company convertible into such shares or other
          securities, shall not affect, and no adjustment by reason thereof
          shall be made with respect to Awards then outstanding hereunder.

     (g)  Awards under the Plan are subject to adjustment under this subsection
          6.3 only during the period in which they are considered to be
          outstanding under the Plan, with the determination of whether an Award
          is outstanding to be made by the Committee.

     6.4 Limit on Distribution. Distribution of shares of Stock or other amounts
under the Plan shall be subject to the following:

     (a)  Notwithstanding any other provision of the Plan, the Company shall
          have no liability to deliver any shares of Stock under the Plan or
          make any other distribution of benefits under the Plan unless such
          delivery or distribution would comply with all applicable laws and the
          applicable requirements of any securities exchange or similar entity.

     (b)  In the case of a Participant who is subject to Section 16(a) and 16(b)
          of the Securities Exchange Act of 1934, the Committee may, at any
          time, add such conditions and limitations to any Award to such
          Participant, or any feature of any such Award, as the Committee, in
          its sole discretion, deems necessary or desirable to comply with
          Section 16(a) or 16(b) and the rules and regulations thereunder or to
          obtain any exemption therefrom.


                                      -12-

<PAGE>



     6.5 Settlement of Awards. Except as otherwise provided in the Plan or in an
Award Agreement, the obligation to make payments and distributions with respect
to Awards may be satisfied through cash payments, the delivery of shares of
Stock, the granting of replacement Awards, or any combination thereof as the
Committee (or the Board in the case of any Option granted to an Eligible
Director pursuant to Section 2) shall determine. Satisfaction of any such
obligations under an Award may be subject to such conditions, restrictions and
contingencies as the Committee (or the Board in the case of any Option granted
to an Eligible Director pursuant to Section 2) shall determine. The Committee
(or the Board in the case of any Option granted to an Eligible Director pursuant
to Section 2) may permit or require the deferral of any Award payment, subject
to such rules and procedures as it may establish, which may include provisions
for the payment or crediting of interest or dividend equivalents, and may
include converting such credits into deferred Stock equivalents.

     6.6 Liability for Cash Payments. Subject to the provisions of this Section
6, a Participant's employer shall be liable for payment of cash due under the
Plan with respect to such Participant to the extent that such benefits are
attributable to the services rendered for that employer by the Participant. Any
disputes relating to liability of an employers for cash payments shall be
resolved by the Committee.

     6.7 Performance-Based Compensation. To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation," as
that term is used in Code Section 162(m)(4)(C), it may, at or prior to the time
an Award is granted, take such steps and impose such restrictions with respect
to such Award as it determines to be necessary to satisfy such requirements,
including without limitation:

     (a)  The establishment of Performance Goals that must be satisfied prior to
          the payment or distribution of benefits under such Awards. The
          "Performance Goals" that may be used by the Committee for such Awards
          shall be based on any one or more of the following, as selected by the
          Committee: earnings (e.g., earnings before income taxes, or "EBIT";
          earnings before income taxes, depreciation and amortization, or
          "EBITDA"; earnings per share, or "EPS"), financial return ratios
          (e.g., return on investment, or "ROI"; return on invested capital, or
          "ROIC"; return on equity, or "ROE"; return on assets, or "ROA"),
          increase in revenue, operating or net cash flows, cash flow return on
          investment, total shareholder return, market share, net operating
          income, operating income or net income, debt load reduction, expense
          management, economic value added, stock price and strategic business
          objectives, consisting of one or more objectives based on meeting
          specific cost targets, business expansion goals and goals relating to
          acquisitions or divestitures. Performance Goals may be based on the
          performance of the Company as a whole or any business unit of the
          Company and may be measured relative to a peer group or an index.
          Partial achievement of the Performance Goals may result in a payment
          or vesting corresponding to the degree of achievement. In establishing
          any Performance Goals, the Committee

                                      -13-

<PAGE>

          may include or exclude special items as identified in the Company's
          quarterly or annual earnings releases.

     (b)  The submission of such Awards and performance goals to the Company's
          shareholders for approval and making the receipt of benefits under
          such Awards contingent on receipt of such approval.

     (c)  Providing that no payment or distribution be made under such Awards
          unless the Committee certifies that the goals and the applicable terms
          of the Plan and Agreement reflecting the Awards have been satisfied.

To the extent that the Committee determines that the foregoing requirements
relating to Performance-Based Compensation do not apply to Awards under the Plan
because the Awards constitute Options or Stock Appreciation Rights, the
Committee may, at the time the Award is granted, conform the Awards to
alternative methods of satisfying the requirements applicable to
Performance-Based Compensation.

     6.8 Withholding. All Awards and other payments under the Plan are subject
to withholding of all applicable taxes, which withholding obligations may be
satisfied, with the consent of the Committee, through the surrender of shares of
Stock which the Participant already owns, or to which a Participant is otherwise
entitled under the Plan; provided, however, that withholding through the
surrender of shares may not exceed the amount necessary to satisfy the statutory
minimum required tax withholding.

     6.9 Transferability. Awards under the Plan are not transferable except as
designated by the Participant by will or by the laws of descent and
distribution. To the extent that the Participant who receives an Award under the
Plan has the right to exercise such Award, the Award may be exercised during the
lifetime of the Participant only by the Participant. Notwithstanding the
foregoing provisions of this subsection 6.9, the Committee may permit awards
under the Plan to be transferred to or for the benefit of the Participant's
family, subject to such limits as the Committee may establish.

     6.10 Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in the Committee in accordance with
Section 7.

     6.11 Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

     6.12 Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the


                                      -14-


<PAGE>

Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee shall
require.

     6.13 Agreement With Company. At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an Award
Agreement with the Company in a form specified by the Committee, evidencing the
Award under the Plan, agreeing to the terms and conditions of the Plan and
agreeing to such additional terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe.

     6.14 Limitation of Implied Rights.

     (a)  Neither a Participant nor any other person shall, by reason of the
          Plan, acquire any right in or title to any assets, funds or property
          of the Employer whatsoever, including, without limitation, any
          specific funds, assets, or other property which the Company or any
          Related Company, in their sole discretion, may set aside in
          anticipation of a liability under the Plan. A Participant shall have
          only a contractual right to the amounts, if any, payable under the
          Plan, unsecured by any assets of the Employer. Nothing contained in
          the Plan shall constitute a guarantee by the Company or any Related
          Company that the assets of the Employer shall be sufficient to pay any
          benefits to any person.

     (b)  Neither the Plan nor Awards granted under the Plan shall confer any
          right upon a Participant to continue as an employee or Director for
          any period of time or give any Participant any right or claim to any
          benefit under the Plan, unless such right or claim has specifically
          accrued under the terms of the Plan. Subject to the provisions of
          Section 4 (relating to Restricted Stock Awards), no Award under the
          Plan shall confer upon the holder thereof any right as a shareholder
          of the Company prior to the date on which he fulfills all service
          requirements and other conditions for receipt of shares of Stock under
          the Plan.

     6.15 Benefits Under Qualified Retirement Plans. Awards to a Participant
(including the grant and the receipt of benefits) under the Plan shall be
disregarded for purposes of determining the Participant's benefits under any
Qualified Retirement Plan.

     6.16 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     6.17 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

     6.18 Defined Terms. For purposes of the Plan, the terms listed below shall
be defined as follows:


                                      -15-

<PAGE>


     (a)  Affiliate. The term "Affiliate" means any entity which is a parent
          corporation (as defined in section 424(e) of the Code) or a subsidiary
          corporation (as defined in section 424(f) of the Code).

     (b)  Award. The term "Award" shall mean any award or benefit granted to any
          Participant under the Plan, including, without limitation, the grant
          of Options, Stock Appreciation Rights, Restricted Stock, Performance
          Units, and Dividend Equivalents.

     (c)  Award Agreement. "Award Agreement" shall mean an agreement evidencing
          the grant of an Award hereunder as described in Section 6.13. (d)
          Board. The term "Board" shall mean the Board of Directors of the
          Company.

     (e)  Code. The term "Code" means the Internal Revenue Code of 1986, as
          amended. A reference to any provision of the Code shall include
          reference to any successor provision of the Code.

     (f)  Committee. The term "Committee" means the committee designated in
          accordance with Section 7 to administer the Plan.

     (g)  Date of Termination. A Participant's "Date of Termination" shall be
          the date that his employment with the Employer terminates for any
          reason; provided that a Date of Termination shall not be deemed to
          occur by reason of a transfer of the Participant between the Company
          and a Related Company or between two Related Companies; and further
          provided that a Participant's employment shall not be considered
          terminated while the Participant is on a leave of absence from the
          Employer approved by the Participant's employer.

     (h)  Director. The term "Director" means a member of the Board of Directors
          of the Company.

     (i)  Disability. A Participant shall be considered to have a "Disability"
          during the period in which he is unable, by reason of a medically
          determinable physical or mental impairment, to engage in any
          substantial gainful activity, which condition, in the opinion of a
          physician selected by the Committee, is expected to have a duration of
          not less than 120 days.

     (j)  Eligible Director. Each Director who is not an employee of the Company
          or any Related Company.

     (k)  Employer. The Company and all Related Companies.

     (l)  Exchange Act. The term "Exchange Act" means the Securities Exchange
          Act of 1934, as amended.


                                      -16-
<PAGE>

     (m)  Fair Market Value. The "Fair Market Value" of a share of Stock of the
          Company as of any date shall be the closing market composite price for
          such Stock as reported for the NASDAQ Stock Exchange on that date or,
          if Stock is not traded on that date, on the next preceding date on
          which Stock was traded.

     (n)  Incentive Stock Option. An Option that is intended to satisfy the
          requirements applicable to an "incentive stock option" described in
          section 422(b) of the Code.

     (o)  Non-Qualified Option. An Option that is not intended to be an
          "incentive stock option" as that term is described in section 422(b)
          of the Code.

     (p)  Option. The term "Option" shall mean any Incentive Stock Option or
          Non-Qualified Stock Option granted under the Plan.

     (q)  Performance-Based Compensation. The term "Performance-Based
          Compensation" shall have the meaning ascribed to it in section
          162(m)(4)(C) of the Code.

     (r)  Prior Plans. The term "Prior Plans" means the Hub Group, Inc. 1997
          Long-Term Incentive Plan, the Hub Group, Inc. 1996 Long-Term Incentive
          Plan, and the Hub Group 1999 Long-Term Incentive Plan.

     (s)  Qualified Retirement Plan. The term "Qualified Retirement Plan" means
          any plan of the Company or a Related Company that is intended to be
          qualified under section 401(a) of the Internal Revenue Code of 1986,
          as amended.

     (t)  Related Companies. The term "Related Company" means (i) any
          corporation, partnership, joint venture or other entity during any
          period in which it owns, directly or indirectly, at least thirty
          percent of the voting power of all classes of stock of the Company (or
          successor to the Company) entitled to vote; and (ii) any corporation,
          partnership, joint venture or other entity during any period in which
          either:

          (A)  it is effectively controlled by; or

          (B)  at least thirty percent of its voting or profits interest is
               owned, directly or indirectly, by;

          the Company, any entity that is a successor to the Company or any
          entity that is a Related Company by reason of clause (i) next above.

     (u)  Retirement. "Retirement" in the case of a Participant who is not an
          Eligible Director shall mean the occurrence of the Participant's Date
          of Termination for reasons other than death or Disability on or after
          the date on which the Participant (i) attains age 55, or (ii) attains
          age 50 and has completed at least 10 continuous

                                      -17-
<PAGE>

          years of service with the Company and the Employer. "Retirement" in
          the case of a Participant who is an Eligible Director shall mean the
          occurrence of the Eligible Director's Termination of Service on or
          after his attainment of age 65 for reasons other than death or
          Disability.

     (v)  SEC. "SEC" shall mean the Securities and Exchange Commission.

     (w)  Stock. The term "Stock" shall mean shares of common stock of the
          Company.

     (x)  Termination of Service. The term "Termination of Service" shall mean
          the date on which an individual ceases to be a Director.

                                   SECTION 7
                                   ---------

                                   COMMITTEE
                                   ---------

     7.1 Selection of Committee. The Committee shall be selected by the Board,
and shall consist of not less than two members of the Board, or such greater
number as may be required for compliance with SEC Rule 16b-3 and the
requirements of section 162(m) of the Code and regulations thereunder.

     7.2 Powers of Committee. The authority to manage and control the operation
and administration of the Plan shall be vested in the Committee, subject to the
following:

     (a)  Subject to the provisions of the Plan, the Committee will have
          authority and discretion to select employees to receive Awards, to
          determine the time or times of receipt, to determine the types of
          Awards and the number of shares covered by the Awards, to establish
          the terms, conditions, performance criteria, restrictions, and other
          provisions of such Awards, and to cancel or suspend Awards. In making
          such Award determinations, the Committee may take into account the
          nature of services rendered by the respective employee, his present
          and potential contribution to the Company's success and such other
          factors as the Committee deems relevant.

     (b)  Subject to the provisions of the Plan, the Committee will have
          authority and discretion to determine the extent to which Awards under
          the Plan will be structured to conform to the requirements applicable
          to Performance-Based Compensation as described in Code section 162(m),
          and to take such action, establish such procedures, and impose such
          restrictions at the time such Awards are granted as the Committee
          determines to be necessary or appropriate to conform to such
          requirements.

     (c)  The Committee will have the authority and discretion to conclusively
          interpret the Plan, to establish, amend, and rescind any rules and
          regulations relating to the Plan, to determine the terms and
          provisions of any agreements made pursuant to

                                      -18-

<PAGE>

          the Plan, and to make all other determinations that may be necessary
          or advisable for the administration of the Plan.

     (d)  Any interpretation of the Plan by the Committee and any decision made
          by it under the Plan is final and binding on all persons.

     (e)  Except as otherwise expressly provided in the Plan, where the
          Committee is authorized to make a determination with respect to any
          Award, such determination shall be made at the time the Award is made,
          except that the Committee may reserve the authority to have such
          determination made by the Committee in the future (but only if such
          reservation is made at the time the Award is granted and is expressly
          stated in the Agreement reflecting the Award).

     7.3 Delegation by Committee. Except to the extent prohibited by the
provisions of Rule 16b-3, the rules relating to Performance-Based Compensation,
applicable state law, the applicable rules of any stock exchange, or any other
applicable rules, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.

     7.4 Information to be Furnished to Committee. The Employer shall furnish
the Committee with such data and information as may be required for it to
discharge its duties. The records of the Employer as to an employee's or
Participant's employment, termination of employment, leave of absence,
reemployment and compensation shall be conclusive on all persons unless
determined to be incorrect. Participants and other persons entitled to benefits
under the Plan must furnish the Committee such evidence, data or information as
the Committee considers desirable to carry out the terms of the Plan.

     7.5 Liability and Indemnification of Committee. No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Employer be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director or employee of the Employer. The Committee, the
individual members thereof, and persons acting as the authorized delegates of
the Committee under the Plan, shall be indemnified by the Employer against any
and all liabilities, losses, costs and expenses (including legal fees and
expenses) of whatsoever kind and nature which may be imposed on, incurred by or
asserted against the Committee or its members or authorized delegates by reason
of the performance of a Committee function if the Committee or its members or
authorized delegates did not act dishonestly or in willful violation of the law
or regulation under which such liability, loss, cost or expense arises. This
indemnification shall not duplicate but may supplement any coverage available
under any applicable insurance.

                                   SECTION 8
                                   ---------

                               CHANGE IN CONTROL
                               -----------------


                                      -19-

<PAGE>


     8.1 Acceleration of Awards. Subject to the provisions of subsection 6.3
(relating to the adjustment of shares), and except as otherwise provided in the
Plan or the Award Agreement reflecting the applicable Award, upon the occurrence
of a Change in Control:

     (a)  All outstanding Options (regardless of whether in tandem with SARs)
          shall become fully exercisable.

     (b)  All outstanding SARs (regardless of whether in tandem with Options)
          shall become fully exercisable.

     (c)  All Restricted Stock and Performance Units shall become fully vested.

     8.2 Definition of Change in Control. For purposes of the Plan, the term
"Change in Control" means a change in the beneficial ownership of the Company's
voting stock or a change in the composition of the Board which occurs as
follows:

     (a)  Any "person" (as such term is used in Section 13(d) and 14(d)(2) of
          the Exchange Act is or becomes a beneficial owner, directly or
          indirectly, of stock of the Company representing 30 percent or more of
          the total voting power of the Company's then outstanding stock.

     (b)  A tender offer (for which a filing has been made with the SEC which
          purports to comply with the requirements of Section 14(d) of the
          Exchange Act and the corresponding SEC rules) is made for the stock of
          the Company, which has not been negotiated and approved by the Board.
          In case of a tender offer described in this paragraph (b), the Change
          in Control will be deemed to have occurred upon the first to occur of
          (i) any time during the offer when the person (using the definition in
          (a) above) making the offer owns or has accepted for payment stock of
          the Company with 25 percent or more of the total voting power of the
          Company's stock, or (ii) three business days before the offer is to
          terminate unless the offer is withdrawn first, if the person making
          the offer could own, by the terms of the offer plus any shares owned
          by this person, stock with 50 percent or more of the total voting
          power of the Company's stock when the offer terminates.

     (c)  Individuals who were the Board's nominees for election as directors of
          the Company immediately prior to a meeting of the shareholders of the
          Company involving a contest for the election of directors shall not
          constitute a majority of the Board following the election.

                                   SECTION 9
                                   ---------

                           AMENDMENT AND TERMINATION
                           -------------------------

     The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 6.3 (relating to certain adjustments to shares), no
amendment or termination may

                                      -20-

<PAGE>

materially adversely affect the rights of any Participant or beneficiary under
any Award made under the Plan prior to the date such amendment is adopted by the
Board.





                                      -21-