**MACQUARIE
      INFRASTRUCTURE COMPANY LLC**


**INDEPENDENT
      DIRECTORS EQUITY PLAN**




**1.**
            **Purpose
                of the Plan**




The
      purpose of the Macquarie Infrastructure Company LLC Independent Directors Equity
      Plan (the “ ***Plan*** ”)
      is to
      promote the long-term growth and financial success of the Company by attracting,
      motivating and retaining Independent Directors of outstanding
      ability.




**2.**
            **Definitions**




For
      purposes of the Plan, the following capitalized words shall have the meanings
      set forth below:




“ ***Administrator*** ”
means
      the individual or individuals who administer the Plan or the individual or
      individuals to whom authority has been delegated to administer the Plan in
      accordance with Section 3 below.




“ ***Annual
      Grant*** ”
means
      an Award as described in Section 6(c) below.




“ ***Annual
      Meeting*** ”
means
      the annual meeting of the shareholders of the Trust, or in the event that the
      Trust is not in existence, the annual meeting of the Company’s
      members.




“ ***Award*** ” ****** means
      an
      award of Director Stock Units as a fee for the Independent Director’s services
      on the Board.




“ ***Board*** ”
means
      the Board of Directors of the Company, as constituted from time to time.




“ ***Chairman
      of the Board*** ”
means
      the Chairman of the Board.




“ ***Business
      Combination*** ”
has
      the
      meaning set forth in the LLC Agreement.




“ ***Company*** ”
means
      Macquarie Infrastructure Company LLC, a Delaware limited liability company,
      or
      any successor thereto.




“ ***Director
      Account*** ”
means
      the bookkeeping record established for each Independent Director. A Director
      Account is established only for purposes of measuring the value of the Company’s
      obligation to an Independent Director in respect of Director Stock Units and
      not
      to segregate assets or to identify assets that may be used to settle Director
      Stock Units.




“ ***Director
      Stock Unit*** ” ****** means
      an
      unsecured promise of the Company to transfer to the applicable Independent
      Director one Share in the future on the settlement date, subject to the
      satisfaction of the terms and conditions specified in the Plan and the
      applicable award document, granted to an Independent Director pursuant to
      Section 6 hereof as a fee for the Independent Director’s services on the Board.
      A Director Stock Unit shall be settled exclusively in Shares.




“ ***Effective
      Date*** ”
means
      the effective date of the Plan provided for in Section 8 below.









“ ***Exchange
      Act*** ”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      thereunder.




“ ***Fair
      Market Value*** ”
of
      a
      Share as of any date means: (i) the average of the closing sale price of a
      Share
      during the ten (10)-day period immediately preceding the date in question on
      the
      New York Stock Exchange, or if the Shares are not traded on the New York Stock
      Exchange, or any other national securities exchange on which the Shares are
      traded or, if the Shares are not traded on any other exchange and are regularly
      quoted on the NASDAQ National Market System, the average of the closing bid
      price of the Shares during the ten (10)-day period immediately preceding the
      date in question on the NASDAQ National Market System if the Shares are admitted
      for quotation thereon; (ii) if the Shares are not traded on any exchange or
      regularly quoted on the NASDAQ National Market System, the mean between the
      closing bid and asked prices of the Shares in the over-the-counter market;
      or
      (iii) if those bid and asked prices are not available, then the fair market
      value as reported by any nationally recognized quotation service selected by
      the Administrator or
      as
      determined by the Administrator .




“ ***Independent
      Director*** ”
means
      a
      member of the Board who is not an employee of the Company, any of the Company’s
      Subsidiaries or other affiliates thereof or the Manager, and who is considered
      to be “independent” with respect to the Company pursuant to the Company’s
      governance policy, as amended from time to time.




“ ***IPO*** ”
means
      a
      public offering of the Shares pursuant to an effective registration statement
      under the Securities Act, or any other transaction resulting in the Shares
      being
      registered under Section 12 of the Exchange Act.




“ ***IPO
      Grant*** ”
means
      an Award as described in Section 6(b) below.




“ ***LLC
      Agreement*** ”
means
      the Amended and Restated Operating Agreement of the Company, as amended from
      time to time.




“ ***LLC
      Interest*** ”
means
      a
      limited liability company interest in the Company.




“ ***Manager*** ”
means
      Macquarie Infrastructure Management (USA) Inc.




“ ***Plan*** ”
means
      the Macquarie Infrastructure Company LLC Independent Directors Equity Plan,
      as
      set forth herein, as currently in effect and as amended from time to
      time. ******




“ ***Securities
      Act*** ”
means
      the Securities Act of 1933, as amended, and the applicable rulings and
      regulations thereunder.




***“Share”*** means a
      share of Trust Stock for so long as the Trust holds all of the LLC Interests
      of
      the Company and otherwise means an LLC Interest.




“ ***Subsidiary*** ”
means
      a
      domestic or foreign corporation or other entity with respect to which the
      Company, directly or indirectly, has the power, whether through the ownership
      of
      voting securities, by contract or otherwise, to elect at least a majority of
      the
      members of such corporation’s board of directors or analogous governing
      body.




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“ ***Trust*** ”
means
      Macquarie Infrastructure Company Trust, a Delaware statutory trust, or any
      successor thereto.




“ ***Trust
      Stock*** ”
means
      a
      share representing an undivided beneficial interest in the Trust. Each such
      interest corresponds to one underlying LLC Interest.




“ ***$*** ”
means
      United States dollars.




**3.**
            **Administration**




**(a)**   ***Generally*** .
      The
      Plan shall be administered by the Chairman of the Board, who may adopt rules
      and
      regulations he considers necessary or appropriate to carry out the Plan’s
      purposes; *provided* , *however* ,
      that if
      the acting Chairman of the Board is eligible for any Awards under the Plan,
      the
      Plan shall be administered by the most senior member of the Board with respect
      to length of service who is not eligible for any Awards under the Plan. The
      Administrator has the full power and authority, subject to the express
      provisions hereof, to construe and interpret the Plan, and any construction
      or
      interpretation by the Administrator shall be final, binding and conclusive
      for
      all purposes and upon all persons interested therein. Any dispute or
      disagreement which shall arise under, or as a result of, or pursuant to, or
      in
      connection with, any Award shall be determined by the Administrator, and any
      determination by the Administrator under the Plan or any interpretation by
      the
      Administrator of the terms of any Award shall be final, binding and conclusive
      for all purposes and upon all persons interested therein.




**(b)**  ***Delegation of Authority*** .
      The
      Administrator may from time to time delegate some or all of his authority under
      the Plan to an officer of the Company, any such delegation to be subject to
      the
      restrictions and limits that the Administrator specifies at the time of such
      delegation or thereafter. References in the Plan to the “Administrator” shall,
      to the extent consistent with the terms and limitations of any such delegation,
      be deemed to include a reference to any designee to which authority hereunder
      has been delegated.




**4.**
            **Shares
                Issued under the Plan**




Shares
      to
      be issued under the Plan may be authorized and unissued Shares, issued Shares
      that have been reacquired by the Company or the Trust, if applicable (in the
      open-market or in private transactions), that are being held in treasury, or
      a
      combination thereof.




**5.**
            **Eligibility**




Director
      Stock Units shall be granted only to Independent Directors.




**6.**
            **Terms
                and Conditions of the Director Stock
                Units**




**(a)**  ***Generally*** .
      Each
      Independent Director shall receive an Award of Director Stock Units as provided
      in this Section 6, as of the date of the closing of the IPO and as of the date
      of each Annual Meeting, commencing with the 2005 Annual Meeting.




3




**(b)**   ***IPO
      Grant*** . ****** As
      of the
      date of the IPO, each Independent Director shall receive a number of Director
      Stock Units determined by dividing (i) a
      pro rata portion of the Annual Grant calculated by multiplying (A)
      $150,000 by (B) a
      fraction, the numerator of which is the number of days remaining in the 2004
      calendar year beginning on the date of closing of the IPO plus the
      number of days in the 2005 calendar year prior to the 2005 Annual Meeting and
      the denominator of which is 365 by (ii) the initial public offering price of one Share on the date of the IPO
      (referred to herein as the “ ***IPO
      Grant*** ”).
      In
      accordance with the foregoing, the date of grant of such IPO Grant shall be
      the
      date of closing of the IPO. ******




**(c)**   ***Annual
      Grants of Director Stock Units*** .
      As of
      the date of each Annual Meeting, commencing with the 2005 Annual Meeting, each
      Independent Director shall automatically receive a number of Director Stock
      Units determined by dividing (i)
      $150,000 by (ii) the Fair Market Value of one Share on the date of the relevant Annual
      Meeting (referred to herein as an “ ***Annual
      Grant*** ”).
      In
      accordance with the foregoing, the date of grant of any such Annual Grant shall
      be the date of the relevant Annual Meeting.




**(d)**   ***Award
      Agreement*** .
      The
      terms and conditions of each grant of Director Stock Units under the Plan shall
      be embodied in an award agreement or a notice of an award, which shall
      incorporate the Plan by reference, indicate the date on which the Director
      Stock
      Units were granted and the number of Director Stock Units granted on such date.
      An award agreement or a notice of an award shall be in a form attached hereto
      as Exhibit
      A or any
      other form acceptable to the Administrator, and may be in written, electronic
      or
      other media and may be limited to a notation on the books and records of the
      Company. Furthermore, unless the Administrator requires otherwise, an award
      agreement or a notice of award need not be signed by a representative of the
      Company or the Trust, if applicable, or the Independent Director receiving
      an
      Award. In the event of any conflict or inconsistency between the Plan and any
      award agreement, the Plan shall govern and the award agreement or notice of
      an
      award shall be interpreted to minimize or eliminate any such conflict or
      inconsistency.




**(e)**   ***Vesting
      of Annual Grants and IPO Grant*** .
      Conditioned upon the Independent Director’s continued service with the Board as
      of the vesting date, any Annual Grants shall become fully vested on the earliest
      to occur of: (i) the day immediately preceding the next Annual Meeting after
      the
      Award has been granted; (ii) the termination of the Independent Director’s
      service on the Board by reason of death or disability; or (iii) the first date
      on which a Business Combination occurs. Conditioned upon the Independent
      Director’s continued service with the Board as of the vesting date, any IPO
      Grant shall become fully vested on the earliest to occur of: (i) the day
      immediately preceding the 2005 Annual Meeting; (ii) the termination of the
      Independent Director’s service on the Board by reason of death or disability; or
      (iii) the first date on which a Business Combination occurs.




**(f)**   ***Effect
      of Termination of Service*** .
      All
      Director Stock Units shall terminate and be forfeited without any obligation
      on
      the part of the Company or the Trust, if applicable, upon the termination of
      an
      Independent Director’s service as a member of the Board prior to the date on
      which such Director Stock Units vest in accordance with Section 6(e) above.
      The
      Award shall be forfeited as of the date of termination of service. ****




4




**(g)**   ***Accounts;
      No Interest; No Rights to any Dividends*** .
      As of
      any date as of which an Independent Director is granted Director Stock Units,
      the Director Account of such Independent Director will be credited with the
      number of Director Stock Units so granted. No interest shall accrue or be
      credited to a Director Account. In the event that the Company causes the payment
      of any cash or other dividend or causes any other distribution to be made in
      respect of Shares, no such dividend or distribution shall accrue or be credited
      to any Director Stock Units.




**(h)**   ***Settlement*** .
      As soon
      as practicable following the vesting of Director Stock Units as provided in
      6(e)
      above, the number of Director Stock Units in the Director Account shall be
      settled by delivery to the respective Independent Director of the number of
      Shares corresponding to such Director Stock Units (as
      evidenced by the appropriate entry on the books of the Company, Trust or a
      duly
      authorized transfer agent thereof) , *provided* that
      such number shall be rounded down to the nearest whole Share. The Shares as
      to
      which an Award is settled shall be registered in the name of the Independent
      Director, or, if applicable in the event of a termination of service due to
      death, in the names of the heirs of the Independent Director. A Director Stock
      Unit shall be settled exclusively in a whole number of Shares, as Director
      Stock
      Units may not be settled in cash or any other kind of consideration. The Shares
      as to which an Award is settled shall not be subject to any restrictions on
      transfer other than any restriction as may be required pursuant to Section
      11(d)
      below or any applicable law, rule or regulation.




**(i)**   ***No
      Rights as an Owner of Shares*** . ****** ** The
      crediting of Director Stock Units to a Director Account shall not confer on
      the
      relevant Independent Director any rights as an owner of Shares. An Independent
      Director shall have no such rights (including any rights to receive any
      dividends) until the date of issuance of Shares (as evidenced by the appropriate
      entry on the books of the Company, Trust or a duly authorized transfer agent
      thereof).




**7.**
            **Nontransferability
                of the Award**




Director
      Stock Units (including interests in a Director Account) may not be transferred,
      pledged, assigned or otherwise disposed of except by will or by the laws of
      descent and distribution or pursuant to a domestic relations order. ****




**8.**
            **Term
                of the Plan**




The
      Plan
      shall become effective on the date on which the Plan is approved by the
      shareholders of the Shares, following its approval by the Administrator. Unless
      terminated earlier in accordance with Section 9 below, the Plan shall
      expire on the tenth (10th) anniversary of such approval, except with respect
      to
      Awards then outstanding. Awards may not be granted under the Plan after the
      tenth (10th) anniversary of the date on which the Plan became
      effective.




**9.**
            **Amendment
                and Termination of the
                Plan**




Notwithstanding
      anything herein to the contrary, the Administrator may at any time or, from
      time
      to time amend, modify or suspend the Plan in whole or in part, including,
      without limitation, to amend the provisions for determining the amount of
      Director Stock Units to be issued to an Independent Director; *provided,
      however* ,
      that no
      termination, amendment, modification or suspension of the Plan shall materially
      and adversely alter or impair the rights of an Independent Director in any
      Award
      previously made under the Plan without the consent of the holder thereof unless
      otherwise permitted or unless the Company considers
      an amendment necessary or advisable to comply with any legal requirements or
      to
      ensure that any Awards are not subject to federal, state or local income tax
      prior to vesting or settlement, as applicable (including, without limitation,
      any amendment to the definition of “Business Combination” based on the Treasury
      regulations under The American Jobs Creation Act of 2004), and
      no
      amendment which materially amends the Plan and which requires approval by the
      shareholders of the Shares shall be effective without such
      approval.




5




**10.**
            **Adjustment
                of and Changes in Shares**




Notwithstanding
      any provision of the Plan or any award document, the number and kind of Shares
      authorized for issuance hereunder shall be equitably adjusted in the event
      of a
      stock split, stock dividend, recapitalization, reorganization, merger,
      consolidation, extraordinary dividend, split-up, spin-off, combination, exchange
      of shares, warrants or rights offering or other similar corporate event
      affecting the Shares in order to preserve, but not increase, the benefits or
      potential benefits intended to be made available under the Plan. In addition,
      upon the occurrence of any of the foregoing events, the number of outstanding
      Awards and the number and kind of Shares subject to any outstanding Award under
      any outstanding Award may be equitably adjusted in the sole discretion of the
      Company in order to preserve the benefits or potential benefits intended to
      be
      made available to Independent Directors granted Awards. Such adjustments shall
      be made by the Company, in its sole discretion, whose determination as to what
      adjustments shall be made, and the extent thereof, shall be final. Unless
      otherwise determined by the Company, such adjusted Awards shall be subject
      to
      the same restrictions and vesting or settlement schedule to which the underlying
      Award is subject. The Company’s determination as to what, if any, adjustments
      shall be made shall be final and binding on all persons affected
      thereby.




**11.**
            **Miscellaneous**




**(a)**  ***Tax
      Withholding*** .
      The
      Company (on behalf of the Trust, if applicable) shall have the right, prior
      to
      the delivery of any Shares to be issued upon settlement of an Award, to require
      the Independent Director to remit to the Company (or the Trust if applicable)
      an
      amount sufficient to satisfy any Federal, state or local tax withholding
      requirements. The Company (on behalf of the Trust, if applicable) may permit
      the
      Independent Director to satisfy, in whole or in part, such obligation to remit
      taxes, by directing the Company to withhold Shares that would otherwise be
      received by the Independent Director, pursuant to such rules as the
      Administrator may establish from time to time. If the Independent Director
      does
      not remit to the Company an amount sufficient to satisfy any Federal, state
      of
      local tax withholding requirements prior to five days before the delivery of
      such Shares, the Company shall withhold Shares to the extent necessary to
      satisfy such withholding requirements.




**(b)**  ***No
      Right to Re-election*** .
      Nothing
      in the Plan shall be deemed to create any obligation on the part of the Board
      to
      nominate any of its members for re-election by the Company’s members, nor confer
      upon any Independent Director the right to remain a member of the Board for
      any
      period of time or at any particular rate of compensation.




6




**(c)**  ***Unfunded
      Plan*** . **** The
      Plan
      is unfunded. Prior to the payment or settlement of any Award of Director Stock
      Units, nothing contained herein shall give any Independent Director any rights
      that are greater than those of a general creditor of the Company (or the Trust,
      if applicable). In its sole discretion, the Administrator may authorize the
      creation of trusts or other arrangements to meet the obligations created under
      the Plan to deliver Shares with respect to Awards hereunder.




**(d)**  ***Securities
      Law Restrictions*** . **** An
      Award
      may not be settled and no Shares may be issued in connection with an Award
      unless the issuance of such Shares has been registered under the Securities
      Act
      and qualified under applicable state “blue sky” laws and any applicable foreign
      securities laws, or the Company has determined that an exemption from
      registration and from qualification under such state “blue sky” laws is
      available. All Shares delivered under the Plan shall be subject to such
      stock-transfer orders and other restrictions as the Company may deem advisable
      under the rules, regulations and other requirements of the Securities and
      Exchange Commission, any exchange or market upon which the Shares are then
      listed or traded and any applicable securities law, and the Company, may cause
      a
      legend or legends to be put on any such Shares to make appropriate reference
      to
      such restrictions. The Shares delivered in settlement of Director Stock Units
      shall also be subject to any restrictions imposed by any trading policy of
      the
      Company or any lock-up agreement between the Company and any underwriter that
      restricts or prohibits transactions in Shares for any period of
      time.




**(e)**  ***Headings*** . **** The
      headings of Sections and subsections in the Plan are included solely for
      convenience of reference and shall not affect the meaning of any of the
      provisions in the Plan.




**(f)**  ***Governing
      Law*** . **** The
      Plan
      and all agreements entered into under the Plan shall be construed in accordance
      with and governed by the laws of the State of Delaware.




7


Exhibit
      A






**MACQUARIE
      INFRASTRUCTURE COMPANY LLC**


**INDEPENDENT** **DIRECTORS EQUITY PLAN**




**Notice
      of Award of Director Stock Units**




Macquarie
      Infrastructure Company LLC (the “ ***Company*** ”)
      has
      adopted the Macquarie Infrastructure Company LLC Independent Directors Equity Plan (the “ ***Plan*** ”)
      to
      promote the long-term growth and financial success of the Company by attracting,
      motivating and retaining independent directors of outstanding
      ability.




This
      Notice of Award sets forth the terms and conditions of an Award of Director
      Stock Units under the Plan. Annex
      A of this
      Notice of Award (“ ***Annex
      A*** ”)
      names
      the Independent Director
      to whom the Director Stock Units are granted (the “ ***Participant*** ”)
      and
      sets forth the applicable date of grant and the number of Director Stock Units
      subject to the Award.




This
      Notice of Award and the Director Stock Units granted hereby shall be subject
      to
      the Plan, the terms of which are incorporated herein by reference, and in the
      event of any conflict or inconsistency between the Plan and this Notice of
      Award, the Plan shall govern.




Capitalized
      terms used herein without definition shall have the meanings assigned to them
      in
      the Plan, a copy of which has been furnished to the Participant.




The
      Company may not modify the Award in a manner that would materially alter or
      impair your rights in the Director Stock Units without your consent; *provided* , *however* ,
      that
      the Company may, without your consent, amend or modify the Award in any manner
      that the Company considers necessary or advisable to comply with any legal
      requirement or to ensure that the Director Stock Units are not subject to
      federal, state or local income tax prior to vesting or settlement. The Company
      will notify you of any amendment of the Director Stock Units that affects your
      rights.




Please
      acknowledge your acceptance of the terms and conditions of this Notice of Award
      by signing both originals in the space provided below and returning one of
      the
      originals to the Company.









MACQUARIE
                INFRASTRUCTURE
              COMPANY
                LLC______________________________
              By:
              Name:
              Title:






Accepted
      and Agreed:






______________________________


[INDEPENDENT
      DIRECTOR]




8


**ANNEX
      A**




**Participant**:**Date
                of Grant**:**Number
                of Director Stock Units Awarded to Independent
                Directo**r:




9