From August 2007 to December 2009, Mr. Hafferty, age 53, served as Chief Financial Officer of the International Division of Ozburn-Hessey Logistics, a global freight management company. From August 2005 to August 2007, he served as Senior Vice President of Corporate Strategy and Development for Schenker Americas, a division of Schenker Logistics, Co., a global transportation and logistics company. From August 1990 to August 2005, he held various management positions with United Parcel Services Co., the global package delivery company, including as Executive Vice President of UPS Supply Chain Solutions from 2002 to 2005, Chief Operating Officer of UPS Freight Services from 2000 to 2002, and Chief Financial Officer of UPS International Package Operation from 1997 to 2000.

Mr. Hafferty's offer of employment includes an annual base salary of $300,000, subject to the ompany-wide 10% pay reduction, which would result in a base salary of $270,000 while such 10% pay reduction remains in effect, a target bonus opportunity of 50% of his annual base salary and an employment contract based on the Company's standard form of executive employment agreement. The Company has entered into an employment agreement with Mr. Hafferty consistent with the offer of employment that provides for severance benefits if the Company terminates his employment without "cause," including severance at his base salary rate for twelve months after termination and a pro-rata bonus if and to the extent such bonuses were earned under the terms of the Company's cash incentive plan with respect to the year in which his employment is terminated. The employment agreement also provides for certain post-termination covenants in favor of the Company in exchange for salary continuation for the established severance period. The post-termination covenants relate to not disclosing the Company's confidential business information and trade secrets; assigning inventions; not participating in a competing business; and not soliciting the Company's employees, customers, vendors, agents or contractors to alter adversely their relationship with the Company. Mr. Hafferty also participates, in the Company's supplemental severance program that doubles the period during which severance would be payable if the employee's employment is terminated by the Company or its successor without cause or by the employee with "good reason," in each case within 18 months after a change in control of the Company.

In connection with the management changes announced by the Company on March 29, 2010, one of the other named executive officers listed in the Company's proxy statement for the 2010 annual meeting of shareholders, Adriene B. Bailey, who has served as Chief Commercial Officer since May 2009, will also be leaving the Company as of June 2, 2010.

99.1        Press Release of Pacer International, Inc., dated March 29, 2010.