EXHIBIT 4.1










                                 HUB GROUP, INC.
                          2002 LONG-TERM INCENTIVE PLAN
                          -----------------------------












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                                HUB GROUP, INC.

                                  Certificate
                                   ----------

         I, -------, -------- 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 _____________, 2002.

         WITNESS my hand this day of --------- , 2002.


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


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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


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

SECTION 6             DIRECTORS AUTOMATIC OPTION GRANT.........................8

         6.1      Definition...................................................8

         6.2      Participation................................................8

         6.3      Price........................................................9

         6.4      Exercise.....................................................9

         6.5      Expiration Date..............................................0

SECTION 7             OPERATION AND ADMINISTRATION............................10

         7.1      Effective Date..............................................10

         7.2      Shares Subject to Plan and Other Limitations................10

         7.3      Adjustments to Shares.......................................12

         7.4      Limit on Distribution.......................................14

         7.5      Settlement of Awards........................................14

         7.6      Liability for Cash Payments.................................15

         7.7      Performance-Based Compensation..............................15

         7.8      Withholding.................................................15

         7.9      Transferability.............................................15

         7.10     Administration..............................................16

         7.11     Notices.....................................................16

         7.12     Form and Time of Elections..................................16

         7.13     Agreement With Company......................................16

         7.14     Limitation of Implied Rights................................16

         7.15     Benefits Under Qualified Retirement Plans...................17

         7.16     Evidence....................................................17

         7.17     Gender and Number...........................................17

         7.18     Defined Terms...............................................17

SECTION 8             COMMITTEE...............................................19

         8.1      Selection of Committee......................................19

         8.2      Powers of Committee.........................................19

         8.3      Delegation by Committee.....................................20

         8.4      Information to be Furnished to Committee....................20




                                     -ii-
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         8.5      Liability and Indemnification of Committee..................21

SECTION 9             CHANGE IN CONTROL.......................................21

         9.1      Acceleration of Awards......................................21

         9.2      Definition of Change in Control.............................21

SECTION 10            AMENDMENT AND TERMINATION...............................22



                                      -iii-

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                                 HUB GROUP, INC.
                          2002 LONG-TERM INCENTIVE PLAN
                         ------------------------------

                                    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:

               attract and retain key executive and managerial employees;

               attract and retain the services of experienced and
               knowledgeable directors;

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

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

               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 7.19 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 Options 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; provided,
         however, that Participants who are Eligible Directors may only be
         granted Options under Sections 2 and 6 of the Plan and the right to
         receive an Option under Section 6 shall be subject to the limitations
         of that Section. Except as otherwise provided by the Committee (or the
         Board with respect to an Award to an Eligible Director) and consented



<PAGE>

         to by the Participant, or except as otherwise provided in the Plan or
         Award 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 7.

                                  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:

               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.

               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


                                     -2-


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

               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).

               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 expressly provided in the Plan, an
         Option granted under this Section 2 shall be exercisable
         in accordance with the following terms of this subsection 2.4:

               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.

               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.

               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


                                     -3-
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         such restrictions on shares of Stock acquired pursuant to the exercise
         of an Option granted under this Section 2 (including Stock 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:

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

               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

               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).

                                     -4-

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                                  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
         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:


               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.

               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.

                                     -5-
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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.

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:

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

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

               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:

                                      -6-
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               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, 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, but in no case shall the
               length of the Restricted Period be less than one year.

               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.

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

               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, Downers
               Grove, Illinois 60515."

               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.

                                      -7-
<PAGE>


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 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
                                  ---------

                       DIRECTORS AUTOMATIC OPTION GRANT
                       --------------------------------

6.1      Definition. The grant of an Option under this Section 6 entitles the
         Participant to purchase shares of Stock at a price fixed at the time
         the Option is granted. An Option granted under this Section 6 shall not
         affect any Award previously granted under the Plan or an award under

                                      -8-
<PAGE>

         any other plan maintained by the Company or the Related Companies. An
         Option granted under this Section 6 shall be a Non-Qualified Stock
         Option.

6.2      Participation. As of the first business day immediately following the
         date on which a person first becomes an Eligible Director, such person
         shall be granted an Option to purchase 12,000 shares of Stock (as
         adjusted pursuant to subsection 7.3), provided such Eligible Director
         has not previously received an Award under this Section 6 or a
         comparable provision of a Prior Plan. Any Eligible Director who, as of
         the Effective Date, has been granted an option under a comparable
         provision of a Prior Plan which option is outstanding as of the
         Effective Date (a "Prior Award") shall be granted an Option to purchase
         12,000 shares of Stock (as adjusted pursuant to subsection 7.3) as of
         the date such Prior Award becomes fully exercisable; provided, however,
         that no award shall be granted to any person pursuant to this sentence
         unless, as of the date of such Award would be made, the Eligible
         Director's Termination of Service has not occurred.

6.3      Price.  The determination and payment of the purchase price of a share
         of Stock under each Option granted pursuant to this Section 6 shall be
         subject to the following:

               The purchase price shall be the greater of (a) 100% of the Fair
               Market Value of a share of Stock as of the date on which such
               Option is granted; or (b) the par value of a share of such
               Stock on such date.

               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 an exercise arrangement
               approved by the Committee and described in paragraph 6.3(d),
               payment may be made as soon as practicable after the
               exercise)and, as soon as practicable thereafter, a certificate
               representing the shares so purchased shall be delivered to the
               person entitled thereto.

               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.

               A Participant may elect to pay the purchase price upon the
               exercise of an Option granted pursuant to this Section 6
               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.

                                      -9-
<PAGE>

6.4      Exercise. An Option granted under this Section 6 shall be first
         exercisable with respect to each 1/3 of the number of shares of Stock
         subject to the Option on the date of each of the first, second and
         third annual anniversaries of the date as of which the Option is
         granted, respectively, but only if the Participant continues to serve
         as a Director until such annual anniversary (or is employed by the
         Company or any Related Company until such anniversary). Notwithstanding
         the foregoing, if the Participant's Termination of Service occurs by
         reason of death or Disability, 100% of an Option granted to a
         Participant under this Section 6 will become fully exercisable upon the
         Participant's Termination of Service. An Option granted under this
         Section 6 will not be exercisable after the Expiration Date applicable
         to that Option, and all rights to purchase shares of Stock pursuant to
         the Option shall cease as of the Option's Expiration Date.

6.5      Expiration Date.  The "Expiration Date" with respect to an Option
         granted under this Section 6 means the earliest to occur
         of:

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

               if the Participant's Termination of Service occurs by reason of
               death, Disability or Retirement, the one-year anniversary of
               his Termination of Service; and

               if the Participant's Termination of Service occurs for reasons
               other than Retirement, death or Disability, the three-month
               anniversary of his Termination of Service.

         A Participant shall not be permitted to exercise an Option granted
         under this Section 6 after the Participant's Termination of Service
         except to the extent that the Option is exercisable immediately prior
         to such cessation. For purposes of this subsection 6.5, if, at the time
         of a Participant's Termination of Service, he is employed by the
         Company or a Related Company, then the Expiration Date of the
         Participant's Option under this subsection 6.5 shall be determined by
         substituting, in paragraphs 6.5(b) and (c), the Participant's Date of
         Termination.

                                  SECTION 7
                                  ---------

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

7.1      Effective Date. Subject to the approval of the shareholders of the
         Company, the Plan was adopted by the Board effective _____________,
         2002 (the "Effective Date"). 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.

7.2      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:

                                      -10-
<PAGE>

               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.

               Subject to the provisions of subsection 7.3, the number of
               shares of Stock which may be issued with respect to Awards
               under the Plan shall not exceed _____________ shares in the
               aggregate.

               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.

               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.

               Subject to paragraph 7.3, the following additional maximums are
               imposed under the Plan:

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

                    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

                                      -11-
<PAGE>

                    more than shares of Stock and, if such Awards are
                    denominated in cash value, no more than
                    $__________________, 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.

                    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 7.2.

                    Subject to the provisions of subsection 7.3, 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.

7.3      Adjustments to Shares.

               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 the number of shares of Stock
               subject to future automatic grant as provided in Section 6; and
               (iv) the per-share price under any outstanding Award and the
               per-share purchase price under any future automatic grant as
               provided in Section 6 to the extent that the Participant is
               required to pay a purchase price per share with respect to the
               Award.

               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 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:

                                      -12-
<PAGE>


                    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.

                    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.

                    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.

               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:

                    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

                    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.

               In determining what action, if any, is necessary or appropriate
               under the foregoing provisions of this subsection 7.3, 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.

                                      -13-
<PAGE>


               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.

               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.

               Awards under the Plan are subject to adjustment under this
               subsection 7.3 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.

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

               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.

               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.

7.5      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

                                      14
<PAGE>

         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.

7.6      Liability for Cash Payments. Subject to the provisions of this Section
         7, 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.

7.7      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:

               The establishment of performance goals that must be satisfied
               prior to the payment or distribution of benefits under such
               Awards.

               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.

               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.

7.8      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.


                                      -15-
<PAGE>


7.9      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 7.9, 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.

7.10     Administration.  The authority to control and manage the operation and
         administration of the Plan shall be vested in the Committee in
         accordance with Section 8.

7.11     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.

7.12     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
         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.

7.13     Agreement With Company. At the time of an Award to a Participant under
         the Plan, the Committee will 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.

7.14     Limitation of Implied Rights.

               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.

               Neither the Plan nor Awards granted under the Plan shall confer
               any right upon a Participant to continue as an employee or

                                     -16-

<PAGE>

               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.

7.15     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.

7.16     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.

7.17     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.

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

               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).

               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.

               Award Agreement. "Award Agreement" shall mean an agreement
               evidencing the grant of an Award hereunder as described in
               Section 7.13.

               Board. The term "Board" shall mean the Board of Directors of
               the Company.

               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.

               Committee. The term "Committee" means the committee designated
               in accordance with Section 8 to administer the Plan.

               Date of Termination. A Participant's "Date of Termination"
               shall be the date that his employment with the Employer


                                      -17-
<PAGE>

               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.

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

               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.

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

               Employer. The Company and all Related Companies.

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

               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.

               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.

               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.

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

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

               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.


                                      -18-
<PAGE>

               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.

               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.

               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 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.

               SEC. "SEC" shall mean the Securities and Exchange Commission.

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

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


                                  SECTION 8
                                  ---------

                                   COMMITTEE
                                   ---------

8.1      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.

                                      -19-
<PAGE>


8.2      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:

               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.

               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.

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

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

               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).

8.3      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.


                                      -20-
<PAGE>

8.4      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.

8.5      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 9
                                  ---------

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

9.1      Acceleration of Awards. Subject to the provisions of subsection 7.3
         (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:

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

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

               All Restricted Stock and Performance Units shall become fully
               vested.

9.2      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:

               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,


                                      -21-
<PAGE>


               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.

               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.

               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 10
                                  ----------

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

        The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 7.3 (relating to certain adjustments to shares), no
amendment or termination may 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.


                                      -22-
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