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                           RESTRICTED STOCK AGREEMENT

                              (LONG TERM INCENTIVE)

                                     BETWEEN

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       AND


                             ((NAME)) ((LAST NAME))






                                     DATED:





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         THIS AGREEMENT dated ________________, by and between Florida East
Coast Industries, Inc. (the "Corporation"), and ((Name)) ((Last Name)) (the
"Employee").

         The parties agree as follows:

         1. Grant of Restricted Stock. Under the Corporation's 2002 Stock
         Incentive Plan (the "Plan"), the Corporation hereby grants to the
         Employee, subject to the terms and conditions herein set forth,
         ((Shares SO)) ((Shares)) shares of the Corporation's Class A Common
         Stock (the "Restricted Stock").

         2. Terms and Conditions. The Restricted Stock is subject to the
         following terms and conditions:

                  (a) Limited Nontransferability. This Restricted Stock shall be
         nontransferable during the term of the Restrictions (as hereinafter set
         forth) except by will or by the laws of descent and distribution.

                  (b) (i) Restrictions and Lapse of Restrictions. The Restricted
         Stock shall be subject to the Employee's continued employment by the
         Corporation or a parent or subsidiary corporation (the "Restrictions"),
         which restrictions shall lapse according to the following schedule as
         of the dates listed below (each "Vesting Date"):

                       VESTING DATE                  UNRESTRICTED SHARES
                       ------------                  -------------------
                      August 25, 2005                   ((M 1st Vest))
                      August 25, 2006                   ((M 2nd Vest))
                      August 25, 2007                   ((M 3rd Vest))
                      August 25, 2008                   ((M 4th Vest))

         Notwithstanding the foregoing, upon the occurrence of an Accelerating
         Event (as defined in the Employee's Employment Agreement) or
         Termination (as defined in paragraph 3 of the Change in Control
         Agreement between Employee and the Corporation), all Restrictions shall
         lapse.


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         3. Forfeiture of Restricted Stock Upon Termination of Employment. The
         rights of the Employee and his successors in interest in Restricted
         Stock on which the Restrictions have not lapsed pursuant to paragraph
         2(b) shall terminate in full when the Employee's employment with the
         Corporation or a parent or subsidiary corporation is terminated by the
         Corporation for Cause (as defined in the Employment Agreement or Change
         in Control Agreement) or by the Employee without Good Reason (as
         defined in the Employment Agreement or Change in Control Agreement).

         4. Dividends/Distributions. The Corporation shall pay to the Employee
         any dividends or other distributions payable with respect to the
         Restricted Stock, notwithstanding the Restrictions, beginning on the
         date hereof but not beyond the date of any forfeiture thereof pursuant
         to the provisions of paragraph 3.

         5. Withholding. The Employee agrees to make arrangements satisfactory
         to the Corporation to comply with any income tax withholding
         requirements that may apply upon the lapse of the Restrictions on the
         Restricted Stock. The Employee will be entitled to elect to satisfy his
         tax withholding obligation by the withholding by the Corporation, at
         the appropriate time, of shares of the Corporation's Common Stock from
         the Restricted Stock in a number sufficient, based upon the fair market
         value (as defined below) of such Common Stock on the relevant date or
         by tendering shares already owned by the Employee for at least six
         months to satisfy such tax withholding requirements. For purposes of
         this Agreement, "fair market value" means, as of any given date, the
         closing price of the Corporation's Common Stock on such date as quoted
         in the NYSE Composite Transactions Report in the Wall Street Journal.
         If there were no sales reported as of a particular date, fair market
         value will be computed as of the last date preceding such date on which
         a sale was reported.

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         6. Delivery of Certificates. The Company does not intend to issue stock
         certificates for the shares referenced in paragraph 2(b)(i). The shares
         of common stock will exist in book entry format with Wachovia Bank, NA
         (the Company's transfer agent). Once shares vest, the following
         alternatives will be available to the Employee through the Director of
         Human Resources of the Corporation:

                  (a) Request the transfer agent send a certificate for the
         unrestricted shares

                  (b) Request the transfer agent send the shares electronically
         to a brokerage account designated by Employee

         7. Dispute Resolution. Any dispute or controversy arising under or in
         connection with this Agreement shall be settled by binding arbitration,
         which shall be the sole and exclusive method of resolving any
         questions, claims or other matters arising under this Agreement. Such
         proceeding shall be conducted by final and binding arbitration before a
         panel of one or more arbitrators under the administration of the
         American Arbitration Association, and in a location mutually agreed to
         by the Employee and the Corporation. The Federal and State courts
         located in the United States of America are hereby given jurisdiction
         to render judgment upon, and to enforce, each arbitration award, and
         the parties hereby expressly consent and submit to the jurisdiction of
         such courts.

         8. Miscellaneous.

                  (a) This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida, without reference to
         principles of conflict of laws. The captions of this Agreement are not
         part of the provisions hereof and shall have no force or effect. This
         Agreement may not be amended or modified otherwise than by a written
         agreement executed by the parties hereto or their respective successors
         and legal representatives.

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                  (b) This Agreement, the Plan and the Employment Agreement
         constitute the entire agreement between the parties with respect to the
         subject matter hereof. In the event of any inconsistency between the
         provisions of this Agreement and the provisions of the Plan, the
         provisions of this Agreement shall govern.

                  (c) All notices and other communications hereunder shall be in
         writing and shall be given by hand delivery to the other party or by
         registered or certified mail, return receipt requested, postage
         prepaid, or by telecopier, or by courier, address as follows:

           If to the Employee to:             If to the Corporation to:
           ----------------------             -------------------------
           ((Name))((Last Name))              Florida East Coast Industries, Inc
           ((Address1))                       One Malaga Street
           ((City)),((State))((PostalCode))   St. Augustine, FL  32084
                                              Facsimile:  904/826-2379

         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

                  (d) In the event of a dispute arising out of this Agreement,
         any party receiving any monetary or injunctive remedy, whether at law
         or in equity, which is final and not subject to appeal shall be
         entitled to its reasonable attorneys' fees and costs incurred with
         respect to obtaining such remedy from the other party.

                  (e) The invalidity or unenforceability of any provision of
         this Agreement shall not affect the validity or enforceability of any
         other provision of this Agreement.

                  (f) The Employee's or the Corporation's failure to insist upon
         strict compliance with any provision hereof or any other provision of
         this Agreement or the failure to assert any right the Employee or the
         Corporation may have hereunder, shall not

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         be deemed to be a waiver of such provision or right or any other
         provision or right of this Agreement.

                                          FLORIDA EAST COAST INDUSTRIES, INC.

                                          By: /s/ Robert W. Anestis
                                              ----------------------------------
                                              Chairman & Chief Executive Officer


Agreed and Accepted:


-----------------------------
((Name))((Last Name))




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