Revised 10/18/07

The following statement of guidelines reflects the normal sales/pricing response of Pacer Stacktrain to rate issues. However, Pacer Stacktrain remains flexible in its ability to respond to any commercial opportunity or risk; Pacer Stacktrain may, and will, deviate from these guidelines at any time to take full advantage of business opportunities or in response to competitive threats on existing business or otherwise in its discretion. It is the intent of Pacer Stacktrain to fully support those beneficial owner shippers and contract holders that demonstrate a willingness to work with Pacer Stacktrain on business growth that promotes the long term economic viability and competitiveness of Pacer Stacktrain, its customers and partners.

1. Special Quotations (PSQ's)
   1. Purpose. The basis for retail quotations should be the FAK rate levels contained in the Pacer Stacktrain rate circular. Pacer Stacktrain will consider issuance of a PSQ, provided that substantive, competitive justification is submitted.
      
      Pacer Stacktrain reserves the right to negotiate PSQ levels, terms and conditions directly with the beneficial owner. Upon conclusion, Pacer Stacktrain may recommend a contract holder(s) to the beneficial owner for movement of the traffic on the Pacer Stacktrain network.
   
   
   
   2. Term (30/60-Day Rule). As a general rule, PSQ's will be issued for an initial 60-day term and will continue in effect for subsequent 60-day periods, contingent upon continued usage at volume levels acceptable to Pacer Stacktrain (although a PSQ is subject to adjustments; see Section 1.E below). However, if no activity should occur during the initial 30-day period (or any subsequent 30-day period) after the issuance of the PSQ, requests for a PSQ from other contract holders for the same beneficial owners will be considered.

      Should no activity occur during the initial 60-day term (or a subsequent 60-day period), the PSQ will automatically expire unless reasonable justification for extension is provided by the contract holder and accepted by Pacer Stacktrain prior to the expiration date. Should a PSQ subsequently be issued or revised, based upon the conditions outlined in this Section 1.B. (30/60-day rule), the rate level may differ from that originally offered.

      Possible exceptions to these general rules are:
      1. "Spot" quotations, which are issued for a period of less than 60 days and/or carry a fixed expiration date.
      2. PSQs covering seasonal traffic movements, which will experience a period of inactivity greater than 60 days. Pacer Stacktrain will attempt to accommodate seasonality provided it is made known at the time of PSQ issuance.
      3. PSQ is cancelled pursuant to instructions by the beneficial owner (Section 2).
         
         
   3. Simultaneous Requests. Frequently, Pacer Stacktrain receives a PSQ request for new business opportunities from more than one contract holder within a short time frame. Provided that each such request contains the appropriate justification, all requests received within five (5) working days of the initial inquiry will be considered simultaneous. When this condition exists, Pacer Stacktrain will consider the issuance of a PSQ to one or more requesting contract holders. Based upon competitive justification, rate levels may differ between contract holders.
      
      
   4. Minimal Use Provision. As more fully described in Section 2 herein, the basic policy of Pacer Stacktrain is to respect the initiative demonstrated by the contract holder(s) originally converting the traffic to Pacer Stacktrain (the "Incumbent"). However, after the expiration of the initial 30/60-day term (Section 1.B.), Pacer Stacktrain reserves the right to pursue the beneficial owners' traffic with other contract holder(s) other than the Incumbent under the following circumstances:
      1. An unexplained significant variance exists between the original volume estimate submitted in the PSQ request and the current volume of traffic being tendered to the Pacer Stacktrain. The basis for this measurement will be the Pacer Stacktrain revenue accounting system (RAS). Pacer Stacktrain will monitor minimal usage every thirty (30) days. Pacer Stacktrain reserves the right to contact the beneficial owner for verification of the volume being tendered to the contract holder.
      2. It can be demonstrated that a substantial percentage of the volume continues to move adverse (rail or highway) to Pacer Stacktrain in the subject traffic lane(s). Pacer Stacktrain reserves the right to contact the beneficial owner for verification of adverse movement(s).
      3. Pacer Stacktrain will likewise consider the following in determining whether or not to extend pricing to a replacement contract holder:
         1. The participation of Pacer Stacktrain as a percentage of the overall traffic volume moving via the Incumbent in the subject traffic lane(s).
         2. The associated equipment demands of the beneficial owner and the present and historical performance of Pacer Stacktrain in meeting customer requirements
      In these situations, Pacer Stacktrain will not necessarily extend the rate presently in effect for the Incumbent, but rather will base the rate offering on the competitive justification provided by the requesting contract holder(s), including the Incumbent.
   
   
   
   5. PSQ Adjustment. Unless otherwise mutually agreed to in writing, it should not be assumed that a PSQ rate will automatically continue in effect without adjustment until the current expiration date. Pacer Stacktrain reserves the right to adjust (or cancel) any PSQ on five (5) days written notice. All PSQ's will be subject to general and selective rate increase applications, including fuel surcharge (FSC) provisions.
   
   
   
   6. Confidentiality. PSQs established for contract holder(s) will remain confidential during the period of time in which the PSQ is active, according to Pacer Stacktrain’s practice. This will include rate levels, volumes, identity of beneficial owners and other information furnished through the PSQ request process.
      
      Upon expiration, or non-use, Pacer Stacktrain will entertain PSQ requests from any contract holder(s) and may enter into direct negotiations with the beneficial owner(s) to secure traffic for transportation on the Pacer Stacktrain network.
   
   
   
2. Requests to extend existing PSQ to a new contract holder
   1. Basic Guidelines (participation/replacement). It is the position of Pacer Stacktrain that the initiative shown by the Incumbent(s) in justifying the issuance of a PSQ, and thereby obtaining traffic, should be respected. Nonetheless, Pacer Stacktrain recognizes that extenuating circumstances may exist where an exception to the basic guidelines is warranted. It is reasonable to assume that these situations may require a direct dialogue with the beneficial owner, and Pacer Stacktrain reserves the right to initiate such dialogue under these circumstances.
      
      Should it subsequently be determined in Pacer Stacktrain’s discretion that issuance of a PSQ to another contract holder may be warranted, Pacer Stacktrain will entertain such requests upon presentation to Pacer Stacktrain of "Participation Letters" from both the contract holder and the beneficial owner or a "Replacement Letter" from the beneficial owner. However, Pacer Stacktrain reserves the right to accept or decline either of the two requests. The number of contract holders allowed to participate in any individual PSQ will be at the sole discretion of Pacer Stacktrain. PSQ rate levels may vary between contract holders.
      
      Pacer Stacktrain will endeavor to respond to a request for "participation" or "replacement" within ten (10) working days after receipt.
   
   
   
   2. The Participation Letter must contain the following information. Complete justification for a participation request must include the level of new business (incremental volume) that Pacer Stacktrain can expect if the request is approved. In addition, a PSQ request with complete competitive justification and requested rate level(s) must accompany the Participation Letter from the contract holder.
      
      A replacement condition will be considered by Pacer Stacktrain upon written instructions from the beneficial owner. The replacement letter must name the Incumbent contract holder(s) being replaced.
      
      When a replacement/participation request has been granted, upon Pacer Stacktrain acceptance, replacement/ participation will be made with the understanding that the new contract holder will continue to route the beneficial owner's traffic via Pacer Stacktrain at or above the volume levels committed to (in case of participation) or enjoyed by (in case of replacement) Pacer Stacktrain prior to either condition.
      
      Failure to maintain such volume will influence future replacement/participation decisions. In addition, if any contract holder(s) whose replacement or participation request has been granted subsequently diverts the relevant traffic to a competitor or threatens conditions, resulting in a reduction in the applicable PSQ rate or the loss of business on Pacer Stacktrain, the contract holder(s) will be subject to the following penalties:
      1. In the case of lost business, the penalty shall be $50.00 per revenue load lost as a result of the action.
      2. In the case of a reduction in the PSQ rate, the penalty shall be the dollar amount of the reduction in the PSQ multiplied times the number of loads moved during the preceding twelve months.
      
      
      
      At Pacer Stacktrain’s discretion these penalties may be invoiced directly to the contract holder at the time of the occurrence or deducted from any payable that Pacer Stacktrain may owe the contract holder involved.
      
      As a general rule, Pacer Stacktrain will not entertain replacement/participation requests for a minimum of thirty (30) days after the effective date of any PSQ.
      
      Subsequent to confirming discussions with the beneficial owner, Pacer Stacktrain will advise the Incumbent that a replacement request has been made. Pacer Stacktrain is not obligated to notify Incumbent(s) when a participation condition exists.
   
   
   
3. Bid Package - General Application
   Basic Guidelines. Pacer Stacktrain believes that it can offer the most satisfactory overall commercial package in the context of a letter of agreement (Section 4), or individually negotiated terms and conditions with selected contract holders and the beneficial owner.
   
   The general philosophy of Pacer Stacktrain is to protect the Incumbent provided Pacer Stacktrain is the primary carrier in the lane(s) being bid. In this regard, Pacer Stacktrain will review bid packages and may or may not participate based on the opportunities that the individual bid may present. Should Pacer Stacktrain choose to participate, rates will be offered with the following stipulations:
   1. Pacer Stacktrain may limit the number of contract holders who will be offered pricing.
   2. Pacer Stacktrain reserves the right to contact and/or negotiate directly with the beneficial owner.
   3. Should Pacer Stacktrain choose to offer pricing, the rates will not be published or valid for movement until the provisions of the next sentence (#4) are met.
   4. Pacer Stacktrain will require a written confirmation or award letter from the beneficial owner stating the contract holder(s) who has (have) been awarded the business. At this time, the rates will be published and available for the named contract holder(s) only.
   5. Should no award letter be received, the rates will expire (or may be subject to change by Pacer Stacktrain in its discretion) after 60 days.
   
   
   
4. Letter of Agreement Basic Guidelines. Pacer Stacktrain views letters of agreement (LOA) as the most satisfactory and effective means by which to secure committed incremental business and to offer participating parties individually negotiated terms and conditions.
   
   While it is recognized that a beneficial owner frequently uses the services of more than one contract holder on the entirety of its business, Pacer Stacktrain encourages the use of a single contract holder in a given actual origin/destination pair for the same beneficial owner in the context of a LOA. However, this would not preclude multiple contract holders from participating upon request from the beneficial owner. Pacer Stacktrain will limit participation to a maximum of three (3) contract holders on any given LOA, and then only before the initial signing of the original LOA.
   
   Letters of agreement will be entertained only when Pacer Stacktrain is directly involved with the contract holder and the beneficial owner during the negotiation of the rate, service and equipment terms and conditions. If more than one contract holder is involved, Pacer Stacktrain may negotiate directly with the beneficial owner.



5. U.S. Government Movements (Exceptions). The provisions of the domestic pricing policy as outlined herein will not apply to the application or issuance of PSQ's on U.S. Government controlled cargo moving on the Pacer Stacktrain network.
   
   This exception is in response to the unique nature in which the U.S. Government agencies award traffic movements under their routing control. In this regard, Pacer Stacktrain reserves the right to issue pricing on this segment of business in any fashion necessary to maximize participation and comply with U.S. Government procurement policies.



6. Mexico / Texas Gateway (Exception). The provisions of the domestic pricing policy, as outlined herein, will not apply to the application or issuance of PSQ's on traffic destined to or from Mexico or interchanged through a Texas Gateway (e.g. Laredo, etc.). In this regard, Pacer Stacktrain reserves the right to issue pricing, or enter into letter of agreement (LOA), on this segment of business in any fashion necessary to maximize business growth.