Mr. Brown is an at-will employee and does not have an employment agreement with the Company. The written and unwritten arrangements under which Mr. Brown is compensated include:

-        An annual base salary of $380,000, to be reviewed each year by the Compensation Committee (the "Committee") of the Board of Directors and the Chief Executive Officer;

-        Eligibility for an annual cash bonus under the Company's Second Amended and Restated 2004 Omnibus Incentive Plan ("Omnibus Plan"). The target value of the annual cash bonus is 60% of annual base salary (currently $228,000), subject to increase or decrease based on Company financial performance as measured under the Genesee Value Add methodology and safety performance. Both the financial and safety measures are pre-established annually by the Committee;

-        Eligibility for an annual long-term incentive in the form of an equity grant under the Omnibus Plan with a fair value of 150% of annual base salary (currently $570,000) consisting of a mix of stock options and restricted shares and granted in accordance with the Company's stock option policy;

-        A one-time equity-based signing bonus under the Omnibus Plan consisting of a mix of stock options and restricted shares with a fair value of 60% of annual base salary (currently $228,000) and granted in accordance with the Company's stock option policy; and

-        Customary long-term disability insurance coverage and health and welfare benefits package commensurate with Mr. Brown's position.

        The Company's press release announcing the naming of Mr. Brown is attached hereto and incorporated herein by reference as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 - Press Release of Genesee & Wyoming Inc, Dated June 7, 2012