RESTRICTED STOCK AGREEMENT




         This Restricted Stock Agreement (the "Agreement") is entered into as of
February 1, 1999 (the "Grant Date") by and between Johnstown America Industries,
Inc., a Delaware corporation (the "Company") and [ ] (the "Grantee").

         WHEREAS,  to provide long-term incentive to the Grantee as an executive
of the Company,  the Company desires to grant to the Grantee  restricted  shares
("Restricted Stock") of Common Stock, par value $.01 per share ("Common Stock"),
of the  Company,  upon the  terms  and  subject  to the  conditions  hereinafter
contained.

         1.  NUMBER OF  SHARES.  The  Grantee  is  hereby  granted [ ] shares of
Restricted  Stock  and,  subject to the  restrictions  set forth  herein,  shall
possess all incidents of ownership of such Restricted Stock, including the right
to receive dividends on such stock and the right to vote such stock.

         2.  RESTRICTIONS.  Restricted Stock and any interest therein may not be
sold,  assigned,  transferred,  pledged,  hypothecated or otherwise disposed of,
except by will or the laws of descent,  prior to the lapse of such  restriction,
which  shall  occur on the earlier of (x) five years from the date hereof if the
Grantee  has been  continuously  employed  with the  Company  for such five year
period,  (y) a Change in Control (as defined herein) and (z) the Grantee's death
or Disability (as defined  herein).  In the event that the restriction set forth
above has not lapsed and the Grantee's employment with the Company is terminated
for any  reason  other  than  termination  by the  Company  without  Cause,  the
Restricted  Stock  shall  be  forfeited  by  the  Grantee.  Notwithstanding  the
foregoing, any of the foregoing restrictions may be waived by the Company at any
time as provided in Section 8 hereof.

         3. CERTAIN DEFINITIONS. For purposes of this Agreement:

                  (A)  "Cause"  shall have the  meaning  set forth in  Grantee's
Employment Agreement with the Company, dated as of January 1, 1996, as amended;

                  (B)  "Change in  Control"  shall have the meaning set forth in
Grantee's Employment Agreement with the Company, dated as of January 1, 1996, as
amended.

                  (C)  "Disability"  shall  mean  the  Grantee's  disability  as
provided in Grantee's Employment Agreement with the Company, dated as of January
1, 1996, as amended.

         4.  CERTIFICATE;  RESTRICTIVE  LEGEND.  The  Grantee  agrees  that  any
certificate  issued for Restricted  Stock prior to the lapse of the restrictions
set forth herein shall be inscribed with the following legend in addition to any
legend required by securities laws:

         This certificate and the shares of stock represented hereby are subject
         to the terms and conditions,  including  restrictions  against transfer
         (the  "Restrictions"),  contained in the agreement entered into between
         the registered owner and the Company (the "Agreement").  Any attempt to
         dispose of these shares in contravention of the Restrictions, including
         by  way  of  sale,  assignment,   transfer,  pledge,  hypothecation  or
         otherwise, shall be null and void and without effect.
<PAGE>

                  Upon the  lapse of  restrictions  relating  to the  Restricted
Stock,  the  Company  shall  issue  to the  Grantee  or the  Grantee's  personal
representative a stock  certificate  representing the Restricted  Stock, free of
the restrictive  legend described in this Section 4 hereof,  in exchange for the
existing certificate for the Restricted Stock.

                  Restricted Stock forfeited pursuant to this Agreement shall be
transferred   to,  and  reacquired  by,  the  Company  without  payment  of  any
consideration  by the Company,  and neither the Grantee nor any of the Grantee's
successors, heirs, assigns or personal representatives shall thereafter have any
further  rights or interests  in such shares or  certificates.  If  certificates
containing  restrictive  legends shall have  theretofore  been  delivered to the
Grantee or the Grantee's  personal  representative,  such certificates  shall be
returned to the Company,  complete with any necessary  signatures or instruments
of transfer.

         5. TAXES. The Grantee shall be responsible for all taxes required to be
paid under applicable tax laws with respect to the Restricted Stock.

         6. ENTIRE  AGREEMENT.  This Agreement  contains all the  understandings
between the parties  hereto  pertaining to the matters  referred to herein,  and
supersedes  all  undertakings  and  agreements,  whether  oral  or  in  writing,
previously  entered into by them with respect  thereto.  The Grantee  represents
that, in executing this Agreement,  he does not rely and has not relied upon any
representation or statement not set forth herein made by the Company with regard
to the subject matter, bases or effect of this Agreement or otherwise.

         7. AMENDMENT OR  MODIFICATION,  WAIVER.  No provision of this Agreement
may be  amended  or  waived  unless  such  amendment  or  waiver is agreed to in
writing,  and is signed by both the Grantee and a duly authorized officer of the
Company.  No waiver by any party hereto of any breach by another party hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or  dissimilar  condition  or provision at
the same time, any prior time or any subsequent time.

         8. NOTICES.  Any notice to be given  hereunder  shall be in writing and
shall be deemed  given  hereunder  shall be in writing and shall be deemed given
when  delivered  personally,  sent by  courier  or  telecopy  or  registered  or
certified mail,  postage  prepaid,  return receipt  requested,  addressed to the
party concerned at the address  indicated below or to such other address as such
party may subsequently give notice of hereunder in writing:

                  To Grantee at:

                           [                        ]
                           c/o Johnstown America Industries, Inc.
                           980 North Michigan Avenue
                           Suite 1000
                           Chicago, IL   60611


<PAGE>




                  To the Company at:

                           Johnstown America Industries, Inc.
                           980 North Michigan Ave., Ste. 1000
                           Chicago, IL   60611
                           Attention:  Secretary

                  Any  notice  delivered  personally  or by  courier  under this
Section 8 shall be deemed  given on the date  delivered  and any notice  sent by
telecopy or  registered  or certified  mail,  postage  prepaid,  return  receipt
requested, shall be deemed given on the date telecopied or mailed.

         9. SEVERABILITY.  If any provision of this Agreement or the application
of any such provision to any party or  circumstances  shall be determined by any
court of competent  jurisdiction to be invalid and  unenforceable to any extent,
the remainder of this  Agreement or the  application  of such  provision to such
person or  circumstances  other  than those to which it is so  determined  to be
invalid and  unenforceable,  shall not be affected  thereby,  and each provision
hereof shall be validated and shall be enforced to the fullest extent  permitted
by law.

         10.  GOVERNING LAW. This Agreement will be governed by and construed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to its
conflicts of laws principles.

         11. COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date and year set forth above.

                                      JOHNSTOWN AMERICA INDUSTRIES, INC.

                                      By:_________________________________
                                          Name:
                                          Title:


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