THIS AGREEMENT is made as of March 18, 1996, by and among Phillip C. Yeager, David P. Yeager, the
Laura C. Yeager 1994 GST Trust, the Matthew D. Yeager 1994 GST Trust, the Phillip D. Yeager 1994 GST
Trust, Mark A. Yeager, the Alexander B. Yeager 1994 GST Trust, the Samantha N. Yeager 1994 GST Trust,
and Debra A. Jensen (each, a "Stockholder" and collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Stockholders are the holders of all of the outstanding shares of Class B Common Stock, $0.01
par value per share (the "Class B Stock"), of Hub Group, Inc., a Delaware corporation (the "Company"); and
WHEREAS, the Stockholders wish to record, among other matters, their understanding regarding the voting of
the Class B Stock and their respective rights to transfer shares of Class B Stock.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties agree as follows:
Section 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall
have the following meanings for the purposes of this Agreement:
"Company" shall have the meaning ascribed thereto in the preamble.
"Class A Stock" shall mean the shares of Class A Common Stock, $0.01 par value per share, of the Company.
"Class B Stock" shall have the meaning ascribed thereto in the preamble, together with (i) any shares of Class B
Stock that subsequently may be issued or issuable with respect to the Class B Stock as a result of a stock split or
dividend or any sale, transfer, assignment or other transaction involving the Class B Stock by the Company, (ii)
any securities into which the Class B Stock may thereafter be changed as a result of merger, consolidation,
recapitalization or otherwise (other than securities issued upon conversion of Class B Stock pursuant to the terms
thereof) and (iii) any shares of Class B Stock acquired pursuant to this Agreement.