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EXECUTION COPY




  SECOND AMENDMENT TO CREDIT AGREEMENT  



    This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered into as of January 19, 2000, is
by and between MARTEN TRANSPORT, LTD., a Delaware corporation (the "Borrower"), the banks which are signatories hereto (individually, a "Bank" and, collectively, the "Banks"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as agent for the Banks (in such capacity, the "Agent").


RECITALS


    1.  The
Borrower and U.S. Bank National Association, in its capacity as a Bank and the Agent, entered into a Credit Agreement dated as of October 30, 1998, as
amended by that certain First Amendment to Credit Agreement dated as of January 3, 2000 (as amended, the "Credit Agreement"); and


    2.  The
Borrower desires to amend certain other provisions of the Credit Agreement, and the Banks and Agent have agreed to make such amendments, subject to the terms
and conditions set forth in this Amendment.


AGREEMENT


    NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby covenant and agree to be bound as follows:


    Section 1.  Capitalized Terms.  Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, unless the context shall otherwise require.


    Section 2.  Amendments.  The Credit Agreement is hereby
amended as follows:



    2.1  Restricted Payments.  Section 6.7 of the
Credit Agreement is amended to read in its entirety as follows:



    Section 6.7  Restricted Payments.  The Borrower will not make any Restricted Payments, except that
(i) during Fiscal Year 2000 of the Borrower, the Borrower may make Restricted Payments in an aggregate amount not exceeding $5,000,000, and (ii) during any other fiscal year of the
Borrower, the Borrower may pay dividends or make distributions on or with respect to its capital stock in an aggregate amount not exceeding 25% of the Borrower's total consolidated net income as shown
on its audited income statement for its most recent prior fiscal year.




    2.2  Year 2000.  Section 5.12 of the Credit
Agreement is amended to read in its entirety as follows:



    The
Borrower has reviewed and assessed its business operations and computer systems and applications to address the "year 2000 problem" (that is, that computer applications and
equipment used by the Borrower, directly or indirectly through third parties, may have been or may be unable to properly perform date-sensitive functions before, during and after
January 1, 2000). The Borrower represents and warrants that the year 2000 problem has not resulted in and will not result in a material adverse change in the Borrower's business condition
(financial or otherwise), operations, properties or prospects or ability to repay the Banks. The Borrower agrees that this representation and warranty will be true and correct on and shall be deemed
made by the Borrower on each date Borrower requests any advance under this Agreement or Note or delivers any information to the Agent or the Banks. The Borrower
will promptly deliver to the Agent or the Banks such information relating to this representation and warranty as the Agent or the Banks request from time to time.















    Section 3.  Effectiveness of Amendments.  The
amendments contained in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following:



    4.1 This Amendment duly executed by the Borrower.


    4.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that
there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of
the Borrower dated October 30, 1998, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower
in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer
holds.


    4.3 The Borrower shall have satisfied such other conditions as specified by the Agent and the Banks, including payment
of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.




    Section 5.  Representations, Warranties, Authority, No Adverse
Claim.  



    5.1  Reassertion of Representations and Warranties, No
Default.  The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and
warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of
the Credit Agreement, and (b) there will exist no Default or Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Agent and the
Banks.


    5.2  Authority, No Conflict, No Consent Required.  The
Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into the Amendment Documents and has duly authorized as appropriate the execution and delivery
of the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper corporate, and none of the Amendment Documents nor
the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the
Borrower's Certificate of Incorporation, Bylaws or any other agreement or requirement of law in which the consequences of such default or violation could have a material adverse effect on the
business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property
under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Banks. The Borrower represents and warrants that no consent,
approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the
Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein
described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents
evidencing each such action to the Agent.



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    5.3  No Adverse Claim.  The Borrower warrants,
acknowledges and agrees that no events have taken place and no circumstances exist at the date hereof which would give the Borrower a basis to assert a defense, offset or counterclaim to any claim of
the Agent or the Banks with respect to the Obligations or the Borrower's obligations under the Credit Agreement as amended by this Amendment.




    Section 6.  Affirmation of Credit Agreement, Further
References.  The Agent, the Banks, and the Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in
all respects and all terms, conditions and provisions of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document
or instrument to the Credit Agreement are hereby amended and shall refer to the Credit Agreement as amended by this Amendment. All of the terms, conditions, provisions, agreements, requirements,
promises, obligations, duties, covenants and representations of the Borrower under such documents and any and all other documents and agreements entered into with respect to the obligations under the
Credit Agreement are incorporated herein by reference and are hereby ratified and affirmed in all respects by the Borrower.


    Section 7.  Merger and Integration, Superseding
Effect.  This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged
into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment, shall control with respect to the specific
subjects hereof and thereof.


    Section 8.  Severability.  Whenever possible, each
provision of this Amendment and the other Amendment Documents and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in
such manner as to be effective, valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment, the other Amendment Documents or any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited, invalid or unenforceable under the applicable law, such provision shall be
ineffective in such jurisdiction only to the extent of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the
remaining provisions of this Amendment, the other Amendment Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.



    Section 9.  Successors.  The Amendment Documents
shall be binding upon the Borrower, the Banks, and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Banks, and the Agent and the successors
and assigns of the Banks and the Agent.


    Section 10.  Legal Expenses.  As provided in
Section 9.2 of the Credit Agreement, the Borrower agrees to reimburse the Agent, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including
attorney' fees and legal expenses of Dorsey & Whitney LLP, counsel for the Agent) incurred in connection with the Credit Agreement, including in connection with the negotiation, preparation and
execution of the Amendment Documents and all other documents negotiated, prepared and executed in connection with the Amendment Documents, and in enforcing the obligations of the Borrower under the
Amendment Documents, and to pay and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the
Amendment Documents, which obligations of the Borrower shall survive any termination of the Credit Agreement.


    Section 11.  Headings.  The headings of various
sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.


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    Section 12.  Counterparts.  The Amendment
Documents may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded
as one and the same document, and either party to the Amendment Documents may execute any such agreement by executing a counterpart of such agreement.


    Section 13.  Governing
Law.  THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW
PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.


    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.



	 	 	MARTEN TRANSPORT, LTD.
	 

 	 
 	 
 By:	 

 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	129 Marten Street

Mondovi, Wisconsin 54755
	 
 Revolving Commitment

Amount:	 
 	 
 U.S. BANK NATIONAL ASSOCIATION

In its individual corporate capacity and as Agent
	 

$40,000,000	 
 	 

By:	 

 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	601 Second Avenue South,

MPFP0602

Minneapolis, MN 55402-4302

ATTN: Michael J. Reymann
	 
 Revolving Commitment

Amount:	 
 	 
 THE NORTHERN TRUST COMPANY
	 

$10,000,000	 
 	 

By:	 

 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	50 South LaSalle Street

Chicago, IL 60675

ATTN: Daniel Hintzen



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EXECUTION COPY


SECRETARY'S CERTIFICATE


    I,            , hereby certify to U.S. Bank National Association, as "Agent" on behalf of the "Banks" (as such terms are defined in the Credit
Agreement), on behalf of Marten Transport, Ltd., a Delaware corporation (the "Company"), as follows:



    1.  I
am the duly elected and acting Secretary of the Company.


    2.  Attached
hereto as Exhibit A is a true, complete, and correct copy of resolutions duly adopted by the Board of Directors of the Company. Such resolutions are
in conformity with the provisions of the Articles of Incorporation and the Bylaws, as amended, of the Company, and such resolutions are in full force and effect as of the date hereof.


    3.  There
has been no amendment to the Articles of Incorporation or Bylaws of the Company since true and accurate copies of the same were delivered to the Bank with a
certificate of the Secretary of the Company dated October 30, 1998.


    4.  The
following persons are duly elected and acting incumbents in the corporate offices indicated, and the signature set forth opposite the name of each such person
is the true and genuine specimen signature of such person:



	Name and Title
	 	Signature

	 	 	 
	 


	 
 	 

 
	 


	 
 	 

 
	 


	 
 	 

 



    IN
WITNESS WHEREOF, I have executed this Secretary's Certificate this      day of January, 2000.



	 	 	Name:
	 	 	Title: Secretary



    I,            ,
being the duly elected and acting Executive Vice President, Chief Financial Officer and Treasurer to the Company, do hereby certify to U.S. Bank National
Association, as Agent, that            is the duly elected and acting Secretary of the Company and that the signature set forth above is his genuine signature.



	 	 	Name:	 	 
	 	 	Title:	 	Executive Vice President, Chief
	 	 	 	 	Financial Officer and Treasurer










EXHIBIT A

TO SECRETARY'S CERTIFICATE


    WHEREAS, the Company, the banks which are signatories to the Credit Agreement (individually, a "Bank" and,
collectively, the "Banks") and U.S. Bank National Association, as agent for the Banks (in such capacity, the "Agent") entered into a Credit Agreement dated as of October 30, 1998, as amended by
that certain First Amendment to Credit Agreement dated as of January 3, 2000 (as amended, the "Credit Agreement").



    WHEREAS, the Board of Directors of the Company has determined that it is in the Company's best interests to enter into that certain
Second Amendment to Credit Agreement to be dated as of January  , 2000 (the "Second Amendment"), the terms of which will change the terms of the Company's permitted Restricted
Payments, as defined in the Credit Agreement.



NOW, THEREFORE, BE IT:




    RESOLVED, that the form, terms, conditions, and provisions of that certain Second Amendment between the
Company, the Banks, and the Agent as heretofore presented to the Board of Directors of the Company be, and said Second Amendment hereby is, approved and adopted in all respects.



    RESOLVED FURTHER, that the consummation of each of the transactions contemplated by and in the Second Amendment be, and said
transactions hereby are authorized, approved, and adopted in all respects.


    RESOLVED FURTHER, that the Chairman of the Board of Directors, the President, each Vice President and Assistant Vice President, and the
Secretary of the Company, or any one of them, be, and said officers, or any on of them, hereby are, authorized to execute and deliver the Second Amendment with such changes as they, or any one of
them, shall approve, the execution and delivery thereof to be conclusive evidence of such approval.



    RESOLVED FURTHER, that the Chairman of the Board of Directors, the President, each Vice President and Assistant Vice President, and the
Secretary of the Company, or any one of them, be, and said officers, or any one of them, hereby are authorized to execute and deliver any and all documents and instruments and to take any and all such
actions as he or she may deem necessary or desirable in order to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of such documents or instruments or the
taking of such action to be conclusive evidence that such execution and delivery or the taking of such action was authorized by this resolution.











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SECOND AMENDMENT TO CREDIT AGREEMENT