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                                                                    Exhibit 10.1

                                AMENDMENT NO. 1
                        TO DOMESTIC INCENTIVE AGREEMENT

     THIS AMENDMENT NO. 1 TO DOMESTIC INCENTIVE AGREEMENT (this "Amendment")
dated this first day of January, 2001 amends the DOMESTIC INCENTIVE AGREEMENT
(the "Agreement") dated as of May 4, 1999 by and between CSX Intermodal, Inc., a
Delaware corporation, with offices at 301 West Bay Street, Jacksonville, FL
32202 ("CSXI"), and Pacer International, Inc., a Tennessee corporation with
offices at 2300 Clayton Road, Suite 1200, Concord, CA 94520-2100 ("Pacer").
Capitalized terms used in this Amendment without definition will have the
meaning given them in the Agreement.

                                R E C I T A L S:
                                ---------------

     WHEREAS, the Agreement provided for CSXI to pay Pacer certain incentives if
the conditions set forth in the Agreement are met; and

     WHEREAS, Pacer intends to acquire Rail Van Inc. which will qualify as a New
Affiliate under this Agreement and the parties wish to revise the volume targets
to include the increased volume from this acquisition; and

     WHEREAS, the parties wish to amend the Agreement to change certain other
provisions as set forth herein.

                               A G R E E M E N T:
                               ------------------

     In consideration of the terms, conditions and obligations under this
Amendment, under the Agreement and other consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.   Section 1.1 is amended to read as follows:

     1.1  Definitions.  The following capitalized terms used in this Amendment
          -----------
              and the Agreement will have the following meanings:

                       1.1.1  "AAR" means the Association of American Railroads.

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          1.1.2  "Affiliate" means any entity that, under the principles of
          statutory or common law, controls, is controlled by or is under common
          control with another entity; "Affiliate" shall not, however, include
          (a) entities related to Pacer or LTS if they are not involved in or in
          need of intermodal transportation of Containers or Trailers within the
          Eastern States or (b) any entity or holdings acquired or held by
          Apollo Management, L.P. or any of its Affiliates ("Apollo Entity")
          (other than Pacer, LTS and their Affiliates) which is not
          operationally (other than as a customer), managerially or otherwise
          related to Pacer or LTS, except through its affiliation with an Apollo
          Entity.

          1.1.3  "Agreement No. 11111" means the Intermodal Transportation
          Agreement No. 11111 dated as of May 4, 1999 between CSXI, APL Land
          Transport Services, Inc., and APL Limited and APL Co. Pte Ltd.

          1.1.4  "Commencement Date" means January 1, 2000.

          1.1.5  "Confidential Information" means the terms and conditions of
          this Agreement and information that is proprietary to or held in
          confidence by CSXI or Pacer or their respective Affiliates, including,
          but not limited to, incentive amounts and formulas, customer lists and
          information, pricing formulas and data, rail rates and other charges,
          origin and destination information, traffic volumes and commodities
          moved, train schedules and/or performance, cost data, financial
          information, operating procedures and business plans and strategies.

          1.1.6  "Conrail" means Consolidated Rail Corporation, a Pennsylvania
          corporation.

          1.1.7  "Conrail Core Network" means those railroad points and lanes
          served by Conrail, as of the date of the Agreement, and which will be
          competitively served by CSXT after the Split Date.

          1.1.8  "Container" means a freight vehicle with devices to enable
          ready attachment to a wheeled underframe which has a device for
          coupling to a self-powered tractor for movement over the highway.

          1.1.9  "Core Network" means the Conrail Core Network and the CSXI/CSXT
          Core Network and any other railroad points and lanes served by CSXI's
          Affiliate, CSXT, from time to time.

          1.1.10 "CSXI's Transcontinental Service" means transcontinental
          transportation provided by CSXI where CSXI purchases transportation
          for moves outside the Core Network under contracts that CSXI maintains
          with connecting western rail carriers and, in many cases as of the
          date hereof, such moves are shipped in containers bearing "CSXU"
          marks.

          1.1.11 "CSXT" means CSX Transportation, Inc., a Virginia corporation.

          1.1.12 "Domestic Service" means rail transportation service other than
          International Service.

          1.1.13 "Eastern State" means a state specified in Exhibit 1.1.10 to
          the Agreement.

          1.1.14 "Existing TPI Customers" means those existing international
          shipping customers of LTS set forth in Exhibit 1.1.11 to the
          Agreement.

          1.1.15 "IAC" means the percentage change in the total volume of
          intermodal units shown as "originated" on the four major U.S. rail
          carriers (CSXT, Norfolk Southern, Union Pacific and Burlington
          Northern Santa Fe) from one calendar year to the next calendar year
          derived from the intermodal volume data published by the AAR from time
          to time. Exhibit 1.1.15 attached hereto shows the source of such data
          and the method for calculating the IAC. If the AAR discontinues
          publication of the data necessary to determine the IAC or there are
          changes in the component railroads or the like, Pacer and CSXI will
          agree on other intermodal volume data to use in determining the IAC.
          The IAC shall be calculated to two decimal places, with rounding up if
          the amount is .005 or more and rounding down if the amount is less
          than .005.

          1.1.16 "IMCs" means intermodal marketing companies engaged in
          arranging intermodal transportation for beneficial owners of cargo
          transported in Containers and Trailers.

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          1.1.17 "International Service" means rail transportation service with
          respect to a Container that has a prior or subsequent waterborne
          movement under a bill of lading with a foreign origin or destination.

          1.1.18 "LTS" means the Tennessee corporation formerly known as APL
          Land Transport Services, Inc., now known as Pacer International, Inc.
          d/b/a Pacer Stacktrain, and refers to the division of Pacer that moves
          its Containers on CSXI under Agreement No. 11111.

          1.1.19 "LTS Movement" means a rail movement of a Container arranged by
          or for the benefit of LTS or Existing TPI Customers under Agreement
          No. 11111; provided, however, that "LTS Movement" shall not include an
                     --------  -------
          international rail movement of a Container arranged by, or for the
          benefit of, APL or any Affiliate of APL.

          1.1.20 "LTS Overage" has the meaning set forth in Section 4.7.5.

          1.1.21 "LTS Volume Threshold" for 2001 shall be _______ (the number of
          LTS Movements in Domestic Service excluding movements arranged by or
          for the benefit of Existing TPI Customers in 2000 under Agreement No.
          11111) adjusted by the IAC for 2001. For 2002 and subsequent calendar
          years, the LTS Volume Threshold shall be the LTS Volume Threshold for
          the prior year adjusted by the IAC for the calendar year in question.
          Notwithstanding the foregoing, Pacer may elect to have the LTS Volume
          Threshold be calculated by using 50% of the IAC for any calendar year
          provided that Pacer had made a similar election with respect to the
          VTGF under Section 1.1.41 and the conditions for such election under
          Section 1.1.41 have been met.

          1.1.22 "LTS Transcontinental Volume" means the number of LTS Movements
          in 1998 utilizing the Conrail Core Network or Norfolk Southern Railway
          or its Affiliates.

          1.1.23 "NA/PS Movement" means an LTS Movement transported in whole or
          in part by CSXI in Domestic Service for which a New Affiliate is the
          shipping customer of LTS.

          1.1.24 "New Affiliate" means any Affiliate acquired by Pacer or any of
          its Affiliates after January 1, 2001, other than Rail Van.

          1.1.25 "New Affiliate Movement" means a rail movement of a Container
          or Trailer arranged by or for the benefit of a New Affiliate.

          1.1.26 "New Affiliate Local Volume" means the number of New Affiliate
          Movements in Domestic Service between points in the Eastern States
          within or utilizing the Core Network in the twelve (12) month period
          ending on the last day of the month before the month of acquisition.

          1.1.27 "New Affiliate Transcontinental Volume" means the number of New
          Affiliate Movements in Domestic Service from origins or to
          destinations west of the Continental Divide utilizing CSXI's
          Transcontinental Service in the twelve (12) month period ending on the
          last day of the month before the month of acquisition.

          1.1.28 "Pacer Local Volume" means the number of Pacer Movements in
          Domestic Service between points in the Eastern States within or
          utilizing the Core Network.  Exhibit 1.1.28 provides examples of
          certain types of Pacer Movements that qualify as Pacer Local Volume.

          1.1.29 "Pacer Local Volume Target" means the Pacer Local Volume that
          Pacer is required to tender to CSXI in a given year under Section 4.1.

          1.1.30 "Pacer Movement" means a rail movement of a Container or
          Trailer arranged by or for the benefit of Pacer or any of its
          Affiliates, other than LTS.

          1.1.31 "Pacer Transcontinental Volume" means the number of Pacer
          Movements in Domestic Service from origins or to destinations west of
          the Continental Divide utilizing CSXI's Transcontinental Service.

          1.1.32 "Pacer Transcontinental Volume Target" means the Pacer
          Transcontinental Volume that Pacer is required to tender to CSXI in a
          given year under Section 4.2.

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          1.1.33 "P/PS Movement" means an LTS Movement transported in whole or
          in part by CSXI in Domestic Service for which Pacer or one of its
          Affiliates is the shipping customer of LTS.

          1.1.34 "P/PS Overage" has the meaning set forth in Section 4.7.5.

          1.1.35 "P/PS Volume Threshold" for a given calendar year means the
          number determined by adjusting the higher of the following by the IAC
          for that year: (a) the actual number of P/PS Movements in the prior
          year or (b) the P/PS Volume Threshold in the year before the prior
          year adjusted by the IAC for the prior year, both of which are subject
          to adjustment under Section 4.7.6. For example, for calendar year
          2003, the P/PS Volume Threshold would be calculated using the higher
          of the following adjusted by the 2003 IAC: (a) the actual number of
          P/PS Movements moved in 2002 or (b) the P/PS Volume Threshold in 2001
          adjusted by the 2002 IAC. Notwithstanding the foregoing, Pacer may
          elect to have the P/PS Volume Threshold be calculated by using 50% of
          the IAC for any calendar year provided that Pacer had made a similar
          election with respect to the VTGF under Section 1.1.41 and the
          conditions for such election under Section 1.1.41 have been met.

          1.1.36 "Rail Van" means Rail Van Inc.

          1.1.37 "Split Date" means the date on which the assets of Conrail are
          actually allocated between Norfolk Southern Corporation and its
          Affiliates and CSXT under the agreement approved by the Surface
          Transportation Board in Finance Docket No. 33388.

          1.1.38 "TPI Customer" means an international shipping enterprise
          (other than APL and its Affiliates) that has engaged LTS to arrange
          transcontinental International Service for Containers owned or leased
          by that international shipping enterprise with a prior or subsequent
          move over the Pacific Ocean.

          1.1.39 "Trailer" means a vehicle equipped with a permanent
          undercarriage or wheel assembly with a device for coupling to a self-
          powered tractor for movement.

          1.1.40 "transcontinental" or "transcontinentally" is used to describe
          a rail movement (i) from a point outside the Eastern States to a point
          inside the Eastern States or (ii) from a point inside the Eastern
          States to a point outside the Eastern States.

          1.1.41 "Volume Target Growth Factor" or "VTGF" for any calendar year
          means (a) if the IAC for that year is a positive number and is 5.00%
          or less, 140% of the IAC, (b) if the IAC for that year is a positive
          number and is more than 5.00%, 150% of the IAC, (c) if the IAC for
          that year is a negative number and has an absolute value of 5.00% or
          less, 50% of the IAC; and (d) if the IAC for that year is a negative
          number and has an absolute value greater than 5.00%, 75% of the IAC;
          provided, however, that the VTGF shall be further adjusted so that in
          no event shall the spread between the IAC and the VTGF calculated as
          set forth above have an absolute value less than 100 basis points
          different from the IAC (i.e., if the IAC is 1.20%, and the VTGF would
          otherwise be 1.70%, as a result of this adjustment, the VTGF would be
          2.20%; and if the IAC is -1.50% and the VTGF would otherwise be -.75%,
          as a result of this adjustment, the VTGF would be-.50%). Additional
          examples are provided in Exhibit 1.1.41. Notwithstanding the
          foregoing, Pacer may elect to have the VTGF be 50% of the IAC for any
          calendar year provided that the following conditions are met: (a)
          Pacer has notified CSXI of its election at the time it provides data
          under Section 4.10.3 for that year; (b) no other such election has
          been made in the same five year period ending December 31, 2004,
          December 31, 2009 or December 31, 2014, whichever is applicable; and
          (c) in the immediately preceding calendar year Pacer failed to achieve
          at least ninety percent (90%) of the Pacer Local Volume Target or the
          Pacer Transcontinental Volume Target and did not receive any payments
          under Section 6.2.

2.  Section 4.1 is amended and restated to read as follows:

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     4.1  Pacer Local Volume Targets.  Provided that CSXI is in compliance with
          --------------------------
     its obligations under Section 5 hereof, during the calendar year ending
     December 31, 2000, Pacer shall tender to CSXI Pacer Local Volume in excess
     of ______. Provided that CSXI is in compliance with its obligations under
     Section 5 hereof, during the calendar year ending December 31, 2001, Pacer
     shall tender to CSXI Pacer Local Volume equal to or greater than ______,
     (which is the actual Pacer Local Volume (______) and Rail Van local
     movements (______) in 2000 plus _____ units) adjusted by the VTGF for 2001.
     Provided that CSXI is in compliance with its obligations under Section 5
     hereof, during the calendar year ending December 31, 2002, Pacer shall
     tender to CSXI Pacer Local Volume exceeding the result of the following
     formula:

       ((______ X (100% + VTGF for 2001)) + _______) X (100%+ VTGF for 2002).

     In each calendar year of this Agreement subsequent to 2002, the Pacer Local
     Volume that Pacer shall be obligated to tender to CSXI shall increase or
     decrease from the prior year's volume target by the VTGF for the calendar
     year in question.  The Pacer Local Volume Target set forth in this Section
     is subject to adjustment under Section 4.3.

     The Parties acknowledge that the volume data for Pacer Local Volume and
     Rail Van local movements for 2000 set forth above represents the volumes
     determined as of the date of this Amendment by the Parties to the best of
     their knowledge. If prior to June 30, 2001, either Party obtains additional
     or new information that would revise the volume data, the Parties agree to
     negotiate in good faith to correct the 2000 volume data used to establish
     the targets for 2001 and thereafter.  If the Parties are unable to resolve
     any dispute regarding such 2000 volume data, either Party may submit the
     matter to arbitration, provided that such arbitration is initiated before
     June 30, 2001.  If arbitration is not so timely initiated, the last volume
     data determined by CSXI in good faith as its best and most accurate
     information shall be considered final and shall be used to establish the
     targets for 2001 and thereafter.

3.   Section 4.2 is amended and restated to read as follows:

     4.2  Pacer Transcontinental Volume Target. Provided that CSXI is in
          ------------------------------------
     compliance with its obligations under Section 5 hereof, during the calendar
     year ending December 31, 2000, Pacer shall tender to CSXI Pacer
     Transcontinental Volume equal to or greater than _____.  Provided that CSXI
     is in compliance with its obligations under Section 5 hereof, during the
     calendar year ending December 31, 2001, Pacer shall tender to CSXI Pacer
     Transcontinental Volume equal to or greater than _____ (which is the actual
     Pacer Transcontinental Volume (_____) and Rail Van transcontinental volume
     (______) in 2000) adjusted by the VTGF for 2001. Provided that CSXI is in
     compliance with its obligations under Section 5 hereof, during the calendar
     year ending December 31, 2002, Pacer shall tender to CSXI Pacer
     Transcontinental Volume exceeding the result of the following formula:

     (______ X (100% + VTGF for 2001)) X (100% + VTGF for 2002)

     In each calendar year of this Agreement subsequent to 2002, the Pacer
     Transcontinental Volume that Pacer shall be obligated to tender to CSXI
     shall increase or decrease from the prior year's volume target by the VTGF
     for the calendar year in question. The Pacer Transcontinental Volume Target
     set forth in this Section is subject to adjustment under Section 4.3.

     The Parties acknowledge that the volume data for Pacer Transcontinental
     Volume and Rail Van transcontinental movements for 2000 as set forth above
     represent the volumes determined as of the date of this Amendment by the
     Parties to the best of their knowledge. If prior to June 30, 2001, either
     Party obtains additional or new information that would revise the volume
     data, the Parties agree to negotiate in good faith to correct the 2000
     volume data used to establish the targets for 2001 and thereafter.  If the
     Parties are unable to resolve any dispute regarding such 2000 volume data,
     either Party may submit the matter to arbitration, provided that such
     arbitration is initiated before June 30, 2001.  If arbitration is not so
     timely initiated, the last volume data determined by

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     CSXI in good faith as its best and most accurate information shall be
     considered final and shall be used to establish the targets for 2001 and
     thereafter.

4.   Section 4.3.2(a) shall be revised to read as follows:

     4.3  Supplement of Volume Targets for New Affiliate Volumes.
          ------------------------------------------------------

          4.3.1  General. The Pacer Local Volume Target and the Pacer
                 -------
          Transcontinental Volume Target in this Section 4 shall be supplemented
          as set forth in this Section 4.3.

          4.3.2  Supplements.  Provided that CSXI is in compliance with its
                 -----------
          obligations under Section 5 hereof and subject to Section 4.3.3, the
          Pacer Local and Transcontinental Volume Targets shall each be
          supplemented to include (a) for the year in which Pacer acquires any
          New Affiliate, an amount equal to ninety-five percent (95%) of such
          Affiliate's New Affiliate Local Volume and New Affiliate
          Transcontinental Volume, respectively, in the comparable portion of
          the prior year (measured from the first day of the month of
          acquisition through December 31 of the year of acquisition) and (b)
          for the first full year after the year in which Pacer acquired the New
          Affiliate, an amount equal to ninety-five percent (95%) of such
          Affiliate's New Affiliate Local Volume and New Affiliate
          Transcontinental Volume (see definitions for proper application),
          respectively, adjusted by the VTGF for such first full year. For
          example, if the New Affiliate were acquired as of July 7, 2002, the
          Pacer Local and Transcontinental Volume Targets would be increased (a)
          for 2002, by 95% of the New Affiliate Local and Transcontinental
          Volumes during the period from July 1, 2001 to December 31, 2001 and
          (b) for 2003, by 95% of the New Affiliate Local and Transcontinental
          Volumes, which covers the period from July 1, 2001 to June 30, 2002,
          adjusted by the 2003 VTGF.

          4.3.3  Subtraction of New Affiliate's Volume from Pacer's Volume
                 ---------------------------------------------------------
          Targets. Upon the occurrence of any event resulting in any New
          -------
          Affiliate no longer being an Affiliate of Pacer, such as a sale of the
          New Affiliate's business, and provided that the New Affiliate has not
          theretofore been merged or consolidated with another Affiliate of
          Pacer and continues to operate as a separate business unit, the Pacer
          Local and Transcontinental Volume Targets which have been supplemented
          pursuant to Section 4.3.2 with respect to such New Affiliate shall be
          reduced by the amount added to such Volume Target under Subsection
          4.3.2(b) adjusted by the VTGF for each year during which the New
          Affiliate was an Affiliate of Pacer. Notwithstanding the prior
          sentence, reductions under this Section 4.3.3 shall not reduce the
          Pacer Local Volume Target below 24,406 or the Pacer Transcontinental
          Volume Target below 18,464 in any year; provided however, that the
          foregoing shall not prevent the Pacer Local Volume Target or the Pacer
          Transcontinental Volume Target from falling below such thresholds due
          to negative changes in the VTGF under Section 1.1.41. Nothing in this
          Agreement shall be construed to prohibit or restrict the sale,
          transfer or other disposition of any New Affiliate by Pacer for any
          reason and at any time throughout the term of this Agreement.

5.   Sections 4.6 through 4.9 are deleted and replaced with the following:

     4.6  Pacer Transcontinental Volume Offset. Pacer may, for any calendar
          ------------------------------------
     year during the term of this Agreement, apply tendered volumes of
     Containers and/or Trailers in excess of the Pacer Transcontinental Volume
     Target under Section 4.2, as that target may be supplemented by New
     Affiliate Transcontinental Volume pursuant to Section 4.3.2, to offset
     shortages in the volumes of Containers and Trailers tendered for the
     purposes of the Pacer Local Volume Target under Section 4.1, as that target
     may be supplemented by New Affiliate Local Volume pursuant to Section
     4.3.2.

     4.7  P/PS Volume Offset.
          ------------------

          4.7.1  General.  Pacer may, for any calendar year during the term of
                 -------
          this Agreement, apply a portion of its P/PS Movements for that year to
          offset shortages in the volumes of Containers and Trailers tendered
          for the purposes of the Pacer Local Volume Target under Section 4.1,
          as supplemented by New Affiliate Local Volume pursuant to Section
          4.3.2, in accordance with the formulas and limitations set forth in
          this Section 4.7.

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               4.7.2  Notice of Use of Overage.  If Pacer elects to do so, it
                      ------------------------
          shall so indicate with the data to be provided pursuant to Section
          4.10.3.

               4.7.3  Qualification of Movement as P/PS Movement. On and after
                      ------------------------------------------
          April 1, 2001, a P/PS Movement will not qualify for the purposes of
          calculating any P/PS Volume in excess of the P/PS Volume Threshold for
          a given year unless it comports with the definition set forth in
          Section 1.1.33, and the waybilling provided to CSXI by LTS for the
          movement has a mutually agreed upon identifier included in the waybill
          field titled "Actual Shipper" that identifies the movement as a P/PS
          Movement. Failure (other than those caused by CSXI) to include this
          name in the waybill "Actual Shipper" field will disqualify that
          movement from counting as a P/PS Movement for purposes of determining
          whether the P/PS Movement exceeds the P/PS Volume Threshold.

               4.7.4  Conditions for Application of Overage.  If (a) the LTS
                      -------------------------------------
          Movements (excluding movements arranged by or for the benefit of
          Existing TPI Customers) in Domestic Service under Agreement No. 11111
          for a given calendar year are greater than the LTS Volume Threshold
          for that year and (b) the P/PS Volume for the given calendar year is
          greater than the P/PS Volume Threshold for that year, then Pacer may
          count certain P/PS Movements calculated in accordance with Section
          4.7.5 as Pacer Local Movements for purposes of meeting the Pacer Local
          Volume Target.

               4.7.5  Calculation of Applicable Overage and Cap.  CSXI will
                      -----------------------------------------
          determine the amount by which the LTS Movements (excluding movements
          arranged by or for the benefit of Existing TPI Customers) in Domestic
          Service under Agreement No. 11111 for each calendar year exceed the
          LTS Volume Threshold (the "LTS Overage"), and the amount by which the
          P/PS Volume for that year exceeds the P/PS Volume Threshold (the "P/PS
          Overage").  The number of P/PS Movements that may be counted as Pacer
          Local Movements for purposes of meeting the Pacer Local Volume Target
          is the lower of the LTS Overage or the P/PS Overage (the "Applicable
          Overage").

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               4.7.6  Supplement of P/PS Volume Threshold for New Affiliate
                      -----------------------------------------------------
          Volumes. For the first full year after the year in which Pacer
          -------
          acquires a New Affiliate, the actual P/PS Volume for the prior year
          shall, for purposes of calculating the P/PS Volume Threshold under
          Subsection 1.1.35(a), be supplemented to include an amount equal to
          ninety-five percent (95%) of such Affiliate's NA/PS Movements during
          the period from January 1 of the year of acquisition through the last
          day of the calendar month before the acquisition month. In addition,
          the amount calculated under Subsection 1.1.35(b) shall be supplemented
          to include (a) for the calendar year in which a New Affiliate is
          acquired, an amount equal to such Affiliate's NA/PS Movements in the
          comparable period of the prior year (measured from the first day of
          the acquisition month through December 31 of the year of acquisition)
          and (b) for the first full year after the year in which Pacer acquires
          the New Affiliate, an amount equal to ninety-five percent (95%) of
          such Affiliate's NA/PS Volume during the twelve month period ending on
          the last day of the month before the acquisition month adjusted by the
          IAC for such first full year. For example, if the acquisition occurs
          on April 15, 2005, the New Affiliate's NA/PS Movements from January 1,
          2005 until March 31, 2005 as certified by Pacer under Section 4.10.1
          shall be added to the actual P/PS Movements in 2005 for purposes of
          calculating the P/PS Volume Threshold under Subsection 1.1.35(a) for
          2006. The amount calculated under Subsection 1.1.35(b) will be
          supplemented by (a) for 2005, the New Affiliate's NA/PS Volume from
          April 1, 2004 through December 31, 2004 as certified by Pacer under
          Section 4.10.1, and (b) for 2006, the New Affiliate's NA/PS Volume
          from April 1, 2004 to March 31, 2005, adjusted by the IAC for 2006.

          4.8  Bi-Annual Meetings.  Each April and September during the term of
               ------------------
     this Agreement, Pacer and CSXI shall meet to review the then current status
     of Pacer's compliance with the Pacer Local and Transcontinental Volume
     Targets. If CSXI terminates or significantly reduces certain of the
     transportation services it offers, such as the CSXI Transcontinental
     Service or movements in certain size Containers and Trailers, CSXI and
     Pacer will initiate negotiations to revise the Pacer Local Volume Target,
     the Pacer Transcontinental Volume Target, the P/PS Volume Threshold and the
     LTS Volume Target to make appropriate adjustments to provide CSXI with
     commensurate volumes in light of the service change. In view of the service
     change, CSXI may propose that Pacer use alternate services or increase its
     use of existing services in exchange for the eliminated service and Pacer
     will make a good faith effort to make use of such services, provided that
     the services are offered with equipment availability, service levels and
     price terms that are no less favorable than those which CSXI offers from
     time to time to its other IMC customers and provided that the alternate
     services provide Pacer with the reasonable opportunity to meet existing or
     revised volume targets, as may be agreed to by the parties.  If the parties
     are unable to agree on revisions to these volume targets and thresholds,
     within 90 days of the start of negotiations, either party may submit the
     dispute to arbitration for resolution under Section 9.

          4.9  Pacer Liaison.  Pacer will designate an individual from time to
               -------------
     time whose primary responsibility will be to provide day-to-day interface
     with CSXI's designated personnel, monitor Pacer's compliance with the Pacer
     Local Volume Target and the Pacer Transcontinental Volume Target, obtain
     information regarding equipment availability, service levels and rate
     issues related to CSXI's compliance with Section 5 hereof and take other
     actions needed to ensure that Pacer complies with this Agreement.

          4.10 Reports on Pacer's Volume Targets.
               ---------------------------------

               4.10.1  Exchange of P/PS and NA/PS Volume Data.  Within thirty
                       --------------------------------------
          (30) days of execution of this Amendment, Pacer will provide CSXI with
          a written certification of P/PS Volume in 2000.  By April 30, 2001,
          Pacer will provide CSXI with a written certification of P/PS Volume
          for the three-month period ending March 31, 2001. Within

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          sixty (60) days following the acquisition of a New Affiliate, Pacer
          will provide CSXI with a written certification of the New Affiliate's
          NA/PS Volume during the twelve-month period ending on the last day of
          the month before the acquisition month. All such certified data will
          represent Pacer's most complete and accurate data as of the date of
          certification.

               4.10.2  CSXI's Yearly Volume Data. Within thirty (30) days of the
                       -------------------------
          end of each calendar year, CSXI shall provide in writing to Pacer
          volume data showing whether Pacer has met the Pacer Local Volume
          Target, the Pacer Transcontinental Volume Target and the LTS 12-Month
          Volume Target and its calculation of the LTS and P/PS Overages and
          will pay to Pacer the incentive payments due under Section 6.2 based
          on its volume data.  Such data will represent CSXI's most complete and
          accurate data as of the date thereof.

               4.10.3  Pacer's Dispute of CSXI's Data. Within thirty (30) days
                       ------------------------------
          after its receipt of the data required under Section 4.10.2, Pacer
          shall provide CSXI with any information regarding its volumes that
          dispute the data of CSXI.  Pacer shall also notify CSXI if it elects
          to adjust the VTGF for the following year under Section 1.1.41.

               4.10.4  Final Determination of Volume Data and Incentive Payment.
                       --------------------------------------------------------
          Within thirty (30) days after the exchange of data required under
          Section 4.10.3, CSXI and Pacer will work together to resolve issues
          and recalculate the volume data. By the thirtieth (30/th/) day after
          such data exchange, CSXI and Pacer will recalculate the incentive
          payment under Section 6.2 based on the volume data available as of
          such date. If from such recalculation it is determined that CSXI's
          payment under Section 4.10.2 was too low, CSXI will pay to Pacer the
          underpaid amount on or about such thirtieth (30/th/) day. Similarly,
          if from such recalculation it is determined that CSXI's payment under
          Section 4.10.2 was too high, Pacer will refund to CSXI the overpaid
          amount on or about such thirtieth (30/th/) day. In the alternative,
          CSXI may offset the amount of the refund due from Pacer against any
          incentive payments that CSXI may owe to Pacer hereunder in the future.

               4.10.5  Continuing Efforts to Finalize Volume Data. If the
                       ------------------------------------------
          parties are unable, within the thirty (30) day period contemplated
          under Section 4.10.4, to resolve any conflict between any volume data
          gathered by Pacer and volume data supplied by CSXI, either Party may
          submit the matter for arbitration, provided that the arbitration is
          initiated within ninety (90) days of the expiration of such thirty
          (30) day period. If either party does not submit the matter to
          arbitration within this ninety (90) day period, the incentive payment
          and the volume data used to recalculate such incentive payment under
          Section 4.10.4 shall be considered final.

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<PAGE>

               4.11 Limitation of Remedies.  If CSXI meets its obligations
                    ----------------------
          under Section 5 and Pacer and LTS fail to meet their respective volume
          targets under this Agreement, CSXI's sole remedy hereunder shall be
          the non-payment of incentives otherwise payable pursuant to Section 6
          hereof.

               4.12 Underlying Agreements.  The parties understand and agree
                    ---------------------
          that the Pacer Movements referred to in this Agreement shall be made
          in accordance with the provisions of the existing wholesale agreement
          between Pacer and CSXI (No. 3837) or one or more successor or
          additional transportation agreements, based upon CSXI's customary
          terms and conditions for such agreements with IMCs.

6.        Section 6.2 is amended and restated to read as follows:

6.2       Supplemental Incentive Payments to Pacer. Within thirty (30) days
          ----------------------------------------
of the end of each calendar year, CSXI shall pay Pacer _______________ minus the
                                                                       -----
amount by which the One-Year Total Rate Savings during such one-year period
exceeds _______________, subject to the following. If Pacer has not met at least
ninety percent (90%) of the Pacer Local Volume Target and of the Pacer
Transcontinental Volume Target for any calendar year or LTS has not met the LTS
12-Month Volume Target, CSXI shall not be obligated to make any payment for that
year pursuant to this Section 6.2. If LTS has met the LTS 12-Month Target and
Pacer has met or exceeded ninety percent (90%) of the Pacer Local Volume Target
and of the Pacer Transcontinental Volume Target for that calendar year, CSXI
shall pay a percentage of the amount due under the first sentence of this
Section 6.2 by first determining the percentage achievement of the applicable
volume targets using the following formula:

                                    (A + C)
                                    -------
                                  PLVT + PTVT
=
E% (calculated to two decimal places subject to the rounding conventions below)
A = actual Pacer Local Volume for that calendar year plus any Pacer
Transcontinental Volume applied as an offset under Section 4.6 and the
Applicable Overage applied under Section 4.7.5, up to the amount of the Pacer
Local Volume Target for that year
PLVT = Pacer Local Volume Target for that year
C = actual Pacer Transcontinental Volume for that calendar year less any Pacer
Transcontinental Volume offset under Section 4.6 applied in determining A, up to
the amount of the Pacer Transcontinental Volume Target for that year
PTVT = Pacer Transcontinental Volume Target for that year
E shall be calculated to two decimal places, with rounding up if the amount is
 .005 or more and rounding down if the amount is less than .005; provided
however, that rounding up shall not apply when determining whether ninety
percent (90%) of the Pacer Local Volume Target and of the Pacer Transcontinental
Volume Target have been achieved.
CSXI shall then determine the percentage payout of the amount due under the
first sentence of this Section in accordance with the following formula.
___________ + ((E-90%)/10%) X _________ - (the One-Year Total Rate Savings-
_________)

CSXI shall not, in any event, be obligated to pay more than ___________ this
Section 6.2 even if Pacer exceeds one or both of the Pacer Local or
Transcontinental Volume Targets for any year. The foregoing shall not be
construed to limit the amount that CSXI is required to pay Pacer under Section
6.1.

7.   Section 6.3 is deleted and replaced with "[Intentionally Deleted]".

8.   All other provisions of the Agreement shall remain in full force and
effect.

9.   Upon execution of this Amendment, CSXI will pay Pacer an incentive amount
equal to _________for volume in 2000.

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<PAGE>

10.  This Amendment may be executed in counterparts, each of which shall be
deemed an original. Execution by facsimile counterpart shall constitute a valid
manner of execution.

                                      xxx
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective authorized officers the day and year first written above.

CSX INTERMODAL, INC.                         PACER INTERNATIONAL, INC.


By:_________________________________         By:________________________________
Name:_______________________________         Name:______________________________
Title:______________________________         Title:_____________________________

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