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                                                                  EXHIBIT 10.100



                      CHANGE IN CONTROL SEVERANCE AGREEMENT



           THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and
entered into as of the 1st day of August, 2004 by and between RAILAMERICA, INC.,
a Delaware corporation (the "Company"), and CHARLES SWINBURN (the "Officer").

                                    RECITALS:

                  The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Officer,
notwithstanding the possibility, threat, or occurrence of a Change of Control
(as defined below) of the Company.

                  The Board believes it is imperative to diminish the inevitable
distraction of the Officer by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control, to encourage the Officer's
full attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and to provide the Officer with
compensation arrangements upon a Change of Control which provide the Officer
with individual financial security and which are competitive with those of other
corporations and, in order to accomplish these objectives, the Board has caused
the Company to enter into this Agreement.


                                    AGREEMENT

           NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, IT IS HEREBY AGREED AS FOLLOWS:

l. CERTAIN DEFINITIONS

           (a) The "Effective Date" shall be the first date during the "Change
of Control Period" (as defined in Section 1(b)) on which a Change of Control
occurs. Anything in this Agreement to the contrary notwithstanding, if the
Officer's employment with the Company is terminated prior to the date on which a
Change of Control occurs, and it is reasonably demonstrated that such
termination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control, or (ii) otherwise arose in
connection with or anticipation of a Change of Control, then for all purposes of
this Agreement the "Effective Date" shall mean the date immediately prior to the
date of such termination; provided that if the Officer's employment with the
Company is terminated within the six months immediately preceding the date on
which a Change in Control occurs, then the termination of employment shall be
presumed to have arisen in anticipation of a Change of Control unless shown to
the contrary by clear and convincing evidence.

           (b) The "Change of Control Period" is the period commencing on the
date hereof and ending on the third anniversary of such date; PROVIDED, HOWEVER,
that commencing on the date one year after the date hereof, and on each annual
anniversary of such date (such date and each annual anniversary thereof is
hereinafter referred to as the "Renewal Date"), the Change of Control Period


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shall be automatically extended so as to terminate three years from such Renewal
Date, unless at least sixty (60) days prior to the Renewal Date the Company
shall give written notice to the Officer that the Change of Control Period shall
not be so extended.

2. CHANGE OF CONTROL

         For the purpose of this Agreement, a "Change of Control" shall mean:

                  (i) The acquisition (other than from the Company), by any
         person, entity or "group", within the meaning of Section 13(d)(3) or
         14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"),
         of beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 33 1/3% or more of either the then
         outstanding shares of common stock or the combined voting power of the
         Company's then outstanding voting securities entitled to vote generally
         in the election of directors (hereafter referred to as the ownership of
         a "Controlling Interest"), excluding, for this purpose, any
         acquisitions by (1) the Company or any of its subsidiaries, (2) any
         person, entity or "group" that as of the date hereof owns beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of a Controlling Interest; or (3) any employee benefit
         plan of the Company or any of its subsidiaries.

                  (ii) The nine (9) individuals who, as of the date hereof,
         constitute the Board of Directors (as of the date hereof the "Incumbent
         Board") cease for any reason to constitute at least a majority of the
         Board, provided that any person becoming a director subsequent to the
         date hereof whose election, or nomination for election by the Company's
         stockholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board (other than an election
         or nomination of an individual whose initial assumption of office is in
         connection with an actual or threatened election contest relating to
         the election of the directors of the Company) shall be, for purposes of
         this Agreement, considered as though such person were a member of the
         Incumbent Board; or

                  (iii) Approval by the stockholders of the Company of (1) a
         reorganization, merger or consolidation with respect to which persons
         who were the stockholders of the Company immediately prior to such
         reorganization, merger or consolidation do not, immediately thereafter,
         own more than 66 2/3% of the combined voting power entitled to vote
         generally in the election of directors of the reorganized, merged or
         consolidated company's (or entity's) then outstanding voting securities
         in substantially the same proportions as their ownership immediately
         prior to such reorganization, merger, or consolidation, (2) a
         liquidation or dissolution of the Company, or (3) the sale of all or
         substantially all of the assets of the Company, unless the approved
         reorganization, merger, consolidation, liquidation, dissolution or sale
         is subsequently abandoned.

3. EMPLOYMENT PERIOD

           If and only in the event that the Officer is an officer, elected or
otherwise designated by the Board, of the Company or one of its subsidiaries as
of the Effective Date, the Company hereby agrees to continue the Officer in its
employ, and the Officer hereby agrees to remain in the employ of the Company,
for the period commencing on the Effective Date and ending on the third


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anniversary of such date (the "Employment Period"). In the event that the
Officer is not an officer, elected or otherwise designated by the Board, of the
Company or one of its subsidiaries as of the Effective Date, then this Agreement
shall immediately terminate and no longer have any force or effect.
Notwithstanding anything to the contrary herein, in the event that the Officer
ceases to be an officer, elected or otherwise designated by the Board, within
the six (6) months immediately preceding the Effective Date, then the Officer
shall be deemed to be an officer, elected or otherwise designated by the Board,
of the Company or one of its subsidiaries as of the Effective Date unless the
Company demonstrates by clear and convincing evidence that such cessation was
not in connection with or in anticipation of a Change in Control.

4. TERMS OF EMPLOYMENT

         (a) POSITION AND DUTIES.

                  (i) During the Employment Period, (1) the Officer's position
         (including status, offices, titles and reporting requirements),
         authority, duties and responsibilities shall be at least commensurate
         in all material respects with the most significant of those held,
         exercised and assigned at any time during the 180-day period
         immediately preceding the Effective Date, and (2) the Officer's
         services shall be performed at the location where the Officer was
         employed immediately preceding the Effective Date or any office or
         location less than 50 miles from such location.

                  (ii) During the Employment Period, and excluding any periods
         of vacation and sick leave to which the Officer is entitled, the
         Officer agrees to devote reasonable attention and time during normal
         business hours to the business and affairs of the Company and, to the
         extent necessary to discharge the responsibilities assigned to the
         Officer hereunder, to use the Officer's reasonable best efforts to
         perform faithfully and efficiently such responsibilities. During the
         Employment Period it shall not be a violation of this Agreement for the
         Officer to (1) serve on corporate, civic or charitable boards or
         committees, (2) deliver lectures, fulfill speaking engagements or teach
         at educational institutions, and (3) manage personal investments, so
         long as such activities do not significantly interfere with the
         performance of the Officer's responsibilities as an employee of the
         Company in accordance with this Agreement. It is expressly understood
         and agreed that to the extent that any such activities have been
         conducted by the Officer prior to the Effective Date, the continued
         conduct of such activities (or the conduct of activities similar in
         nature and scope thereto) subsequent to the Effective Date shall not
         thereafter be deemed to interfere with the performance of the Officer's
         responsibilities to the Company.

         (b) COMPENSATION.

                  (i) BASE SALARY. During the Employment Period, the Officer
         shall receive a base salary ("Base Salary") at a monthly rate at least
         equal to the highest monthly base salary paid or payable to the Officer
         by the Company during the twelve-month period immediately preceding the
         month in which the Effective Date occurs. During the Employment Period,
         the Base Salary shall be reviewed at least annually and shall be
         increased at any time and from time to time as shall be substantially
         consistent with increases in base salary awarded in the ordinary course
         of business to other key officers of the Company and its subsidiaries.
         Any increase in Base Salary shall not serve to limit or reduce any
         other obligation to the Officer under this Agreement. Base Salary shall
         not be reduced after any such increase.


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                  (ii) ANNUAL BONUS. In addition to Base Salary, the Officer
         shall be awarded, for each fiscal year during the Employment Period, an
         annual bonus (an "Annual Bonus") (either pursuant to any
         then-established incentive compensation plan(s) of the Company or
         otherwise) in cash at least equal to the greater of (x) the average of
         the bonuses payable to the Officer from the Company and its
         subsidiaries in the three fiscal years immediately preceding the fiscal
         year in which the Effective Date occurs, or (y) the bonus that would be
         payable for the fiscal year if such bonus was determined based upon the
         same formula, terms, and conditions as was used to determine the
         Officer's bonus for the fiscal year immediately preceding the fiscal
         year in which the Effective Date occurs. Nothing in this Agreement
         shall require the payment of an Annual Bonus prior to the Effective
         Date.

                  (iii) INCENTIVE SAVINGS AND RETIREMENT PLANS. In addition to
         Base Salary and Annual Bonus payable as hereinabove provided, the
         Officer shall be entitled to participate during the Employment Period
         in all incentive, savings and retirement plans, practices, policies and
         programs applicable to similar key officers of the Company (including
         its successors or assigns) and its affiliates, in each case comparable
         to those in effect on the Effective Date or as subsequently amended.
         Such plans, practices, policies and programs, in the aggregate, shall
         provide the Officer with compensation, benefits and reward
         opportunities at least as favorable as the most favorable of such
         compensation, benefits and reward opportunities provided by the Company
         for the Officer under such plans, practices, policies and programs as
         applicable to the Officer at any time during the 180-day period
         immediately preceding the Effective Date or, if more favorable to the
         Officer, as provided at any time thereafter.

                  (iv) WELFARE BENEFIT PLANS. During the Employment Period, the
         Officer and/or the Officer's family, as the case may be, shall be
         eligible for participation in and shall receive all benefits under
         welfare benefit plans, practices, policies and programs provided by the
         Company and its subsidiaries (including, without limitation, medical,
         prescription, dental, disability, salary continuance, employee life,
         group life, accidental death and travel accident insurance plans and
         programs), at least as favorable as the most favorable benefits
         applicable to the Officer under such plans, practices, policies and
         programs in effect at any time during the 180-day period immediately
         preceding the Effective Date or, if more favorable to the Officer
         and/or the Officer's family, as in effect at any time thereafter.

                  (v) EXPENSES. During the Employment Period, the Officer shall
         be entitled to receive prompt reimbursement for all reasonable expenses
         incurred by the Officer in connection with the business of the Company
         in accordance with the most favorable policies, practices and
         procedures of the Company and its subsidiaries in effect at any time
         during the 180-day period immediately preceding the Effective Date or,
         if more favorable to the Officer, as in effect at any time thereafter
         with respect to other key Officers.



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                  (vi) FRINGE BENEFITS. During the Employment Period, the
         Officer shall be entitled to fringe benefits, in accordance with the
         benefits applicable to the Officer under the most favorable plans,
         practices, programs and policies of the Company and its subsidiaries in
         effect at any time during the 180-day period immediately preceding the
         Effective Date or, if more favorable to the Officer, as in effect at
         any time thereafter with respect to other key officers.

                (vii) OFFICE AND SUPPORT STAFF. During the Employment Period,
         the Officer shall be entitled to an office or offices of a size and
         with furnishings and other appointments, and to secretarial and other
         assistance, at least equal to the most favorable of the foregoing
         provided to the Officer by the Company and its subsidiaries at any time
         during the 180-day period immediately preceding the Effective Date or,
         if more favorable to the Officer, as provided at any time thereafter
         with respect to other key officers of the Company and its subsidiaries.

                (viii) VACATION. During the Employment Period, the Officer shall
         be entitled to paid vacation in accordance with the benefits applicable
         to the Officer under the most favorable plans, policies, programs and
         practices of the Company and its subsidiaries as in effect at any time
         during the 180-day period immediately preceding the Effective Date or,
         if more favorable to the Officer, as in effect at any time thereafter.

5. TERMINATION

         (a) DEATH OR DISABILITY. This Agreement shall terminate automatically
upon the Officer's death. If the Company determines in good faith that the
Disability of the Officer has occurred (pursuant to the definition of
"Disability" set forth below), it may give to the Officer written notice of its
intention to terminate the Officer's employment. In such event, the Officer's
employment with the Company shall terminate effective on the later of (i) the
30th day after receipt of such notice by the Officer (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Officer shall
not have returned to full-time performance of the Officer's duties, or (ii) the
Officer is eligible to receive disability benefits under the Company's long-term
disability plan (if any) then in effect, then the date on which the Officer
begins receiving such disability benefits (the "Disability Effective Date"). For
purposes of this Agreement, "Disability" means a mental or physical incapacity,
illness or disability which renders the Officer unable to perform his duties and
responsibilities for the Company and which, at least 26 weeks after its
commencement, is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Officer or the Officer's legal
representative (such agreement as to acceptability not to be withheld
unreasonably).

         (b) CAUSE. The Company may terminate the Officer's employment for
"Cause." Any termination for Cause pursuant to this Section 5(b) shall be made
in writing to the Officer, which shall set forth in detail all acts or omissions
upon which the Company is relying for such termination (the "Notice"). For
purposes of this Agreement, "Cause" shall mean (i) an act or acts of personal
dishonesty taken by the Officer and intended to result in substantial personal
enrichment of the Officer at the expense of the Company, (ii) repeated
violations by the Officer of the Officer's obligations under Section 4(a) of
this Agreement which are demonstrably willful and deliberate on the Officer's
part and which are materially harmful to the Company and which are not remedied
in a reasonable period of time after receipt of written notice from the Company
to the Officer, or (iii) the conviction of the Officer of a felony crime.
Nothing herein shall limit the right of the Officer or his beneficiaries to
contest the validity or propriety of any such determination.



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         (c) GOOD REASON. The Officer's employment may be terminated by the
Officer for "Good Reason". For purposes of this Agreement, "Good Reason" means:

                  (i) the assignment to the Officer of any duties inconsistent
         in any respect with the Officer's position (including status, offices,
         titles and reporting requirements), authority, duties or
         responsibilities as contemplated by Section 4(a) of this Agreement, or
         any other action by the Company which results in a diminution in such
         position, authority, duties or responsibilities, excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by the Company promptly after receipt
         of notice thereof given by the Officer;

                  (ii) any failure by the Company to comply with any of the
         provisions of Section 4(b) of this Agreement, other than an isolated,
         insubstantial and inadvertent failure not occurring in bad faith and
         which is remedied by the Company promptly after receipt of notice
         thereof given by the Officer;

                  (iii) the Company's requiring the Officer to be based at any
         office or location other than that described in Section 4(a)(i)(2)
         hereof, except for travel reasonably required in the performance of the
         Officer's responsibilities consistent with practices in effect prior to
         the Effective Date;

                  (iv) any purported termination by the Company of the Officer's
         employment otherwise than as expressly permitted by this Agreement; or


                  (v) any failure by the Company to comply with and satisfy
         Section 9(c) of this Agreement.


                   Anything in this Agreement to the contrary notwithstanding, a
termination by the Officer for any reason during the 30-day period immediately
following the first anniversary of the Effective Date shall be deemed to be a
termination for Good Reason for all purposes of this Agreement.

         (d) NOTICE OF TERMINATION. Any termination by the Company for Cause or
by the Officer for Good Reason shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 10(b) of this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Officer's employment under the
provision so indicated, and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than fifteen (15) days after the giving of such
notice). The failure by the Officer to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of Good Reason shall not
waive any right of the Officer hereunder or preclude the Officer from asserting
such fact or circumstance in enforcing his rights hereunder.

         (e) DATE OF TERMINATION. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be; PROVIDED, HOWEVER, that (i) if the Officer's employment is


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terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Officer receives the Company's notice
of such termination, and (ii) if the Officer's employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of
death of the Officer or the Disability Effective Date, as the case may be.

6. OBLIGATIONS OF THE COMPANY UPON TERMINATION

         (a) DEATH. If during the Employment Period the Officer's employment is
terminated by reason of the Officer's death, this Agreement shall terminate
without further obligation to the Officer's legal representatives under this
Agreement, other than those obligations accrued or earned and vested (if
applicable) by the Officer as of the Date of Termination, including, for this
purpose (i) the Officer's full Base Salary through the Date of Termination at
the rate in effect on the Date of Termination or, if higher, at the highest rate
in effect at any time from the 180-day period preceding the Effective Date
through the Date of Termination (the "Highest Base Salary"), (ii) the product of
the Annual Bonus paid to the Officer for the last full fiscal year and a
fraction, the numerator of which is the number of days in the current fiscal
year through the Date of Termination, and the denominator of which is 365, and
(iii) any compensation previously deferred by the Officer (together with any
accrued interest thereon) and not yet paid by the Company and any accrued
vacation pay not yet paid by the Company (such amounts specified in clauses (i),
(ii) and (iii) are hereinafter referred to as "Accrued Obligations"). All such
Accrued Obligations shall be paid to the Officer's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Officer's family
shall be entitled to receive benefits at least equal to the most favorable
benefits provided by the Company and any of its subsidiaries to surviving
families of similar officers of the Company and such subsidiaries under such
plans, programs, practices and policies relating to family death benefits, if
any, in accordance with the most favorable plans, programs, practices and
policies of the Company and its subsidiaries in effect at any time during the
180-day period immediately preceding the Effective Date or, if more favorable to
the Officer and/or the Officer's family, as in effect on the date of the
Officer's death with respect to other similar key officers of the Company and
its subsidiaries and their families.

         (b) DISABILITY. If during the Employment Period the Officer's
employment is terminated by reason of the Officer's Disability, this Agreement
shall terminate without further obligations to the Officer, other than those
obligations accrued or earned and vested (if applicable) by the Officer as of
the Date of Termination, including for this purpose, all Accrued Obligations.
All such Accrued Obligations shall be paid to the Officer in a lump sum in cash
within 30 days of the Date of Termination. Anything in this Agreement to the
contrary notwithstanding, the Officer shall be entitled after the Disability
Effective Date to receive disability and other benefits at least equal to the
most favorable of those provided by the Company and its subsidiaries to similar
disabled employees and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, in accordance
with the most favorable plans, programs, practices and policies of the Company
and its subsidiaries in effect at any time during the 180-day period immediately
preceding the Effective Date or, if more favorable to the Officer and/or the
Officer's family, as in effect at any time thereafter with respect to other
similar key officers and their families.


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         (c) CAUSE: OTHER THAN FOR GOOD REASON. If during the-Employment Period,
the Officer terminates his employment other than for Good Reason, or the
Officer's employment is terminated by the Company for Cause, this Agreement
shall terminate without further obligation to the Officer, other than those
obligations accrued or earned and vested (if applicable) by the Officer through
the Date of Termination, including for this purpose, all Accrued Obligations.
All amounts required to be paid to the Officer pursuant to this Section 6(c)
shall be paid to the Officer in a lump sum in cash within 30 days of the Date of
Termination.

         (d) GOOD REASON: OTHER THAN FOR CAUSE OR DISABILITY. If, during the
Employment Period, the Company shall terminate the Officer's employment other
than for Cause, Disability or death, or if the Officer shall terminate his
employment for Good Reason, then:

                  (i) the Company shall pay to the Officer in a lump sum in cash
         within 30 days after the Date of Termination the aggregate of the
         following amounts:


                      1. to the extent not theretofore paid, the Officer's
                  Highest Base Salary through the Date of Termination; and

                      2. the product of (x) the Annual Bonus paid to the Officer
                  for the last full fiscal year (if any) ending during the
                  Employment Period or, if higher, the Annual Bonus paid to the
                  Officer for the last full fiscal year prior to the Effective
                  Date (as applicable, the "Recent Bonus") and (y) a fraction,
                  the numerator of which is the number of days in the current
                  fiscal year through the Date of Termination and the
                  denominator of which is 365; and

                      3. the product of (x) three (3), and (y) the sum of (i)
                  the Highest Base Salary and (ii) the Recent Bonus; and

                      4. in the case of compensation previously deferred by the
                  Officer, all amounts previously deferred (together with any
                  accrued interest thereon) and not yet paid by the Company, and
                  any accrued vacation pay not yet paid by the Company; and

                      5. all other amounts accrued or earned by the Officer
                  through the Date of Termination and amounts otherwise owing
                  under the then existing plans and policies at the Company; and

                  (ii) The Company shall pay the Officer the individual
         Performance Awards payable to him under the RAILAMERICA, INC. LONG TERM
         INCENTIVE PROGRAM (the "Program"), for each Performance Period that has
         begun but not yet ended under the Program on the Date of Termination,
         as if the Officer had remained employed by the Company through the end
         of each of those Performance Periods, any provision in the Program to
         the contrary notwithstanding. The Payments for each such Performance
         Period shall be calculated and paid in the amount, time, and manner
         provided under the Program.

                  (iii) for the remainder of the Employment Period, or such
         longer period as any plan, program, practice or policy may provide, the
         Company shall continue benefits to the Officer and/or the Officer's
         family at least equal to those which would have been provided to them
         in accordance with the plans, programs, practices and policies
         described in Section 4(b)(iv) of this Agreement if the Officer's
         employment had not been terminated, including health, dental,
         disability insurance and life insurance, in accordance with the most
         favorable plans, practices, programs or policies of the Company and its
         subsidiaries during the 180-day period immediately preceding the


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         Effective Date or, if more favorable to the Officer, as in effect at
         any time thereafter with respect to similar officers and their families
         and, for purposes of eligibility for retiree benefits pursuant to such
         plans, practices, programs and policies, the Officer shall be
         considered to have remained employed until the end of the Employment
         Period and to have retired on the last day of such period.

         (e) TERMINATION BEFORE OR AFTER EMPLOYMENT PERIOD. If the Officer's
employment with the Company terminates or is terminated either before or after
the Employment Period, then the provisions of paragraphs (a) through (d) of this
Section 6 shall not apply, and the rights and obligations of the Officer and the
Company relating to such termination of employment shall be determined without
regard thereto.

         (f) NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Officer's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Company or any of its subsidiaries and for which the Officer may qualify, nor
shall anything herein limit or otherwise affect such rights as the Officer may
have under any stock option or other agreements with the Company or any of its
subsidiaries. Amounts which are vested benefits or which the Officer is
otherwise entitled to receive under any plan, policy, practice or program of the
Company or any of its subsidiaries at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program.

         (g) NO SET-OFF OR MITIGATION; PAYMENT OF LEGAL FEES AND EXPENSES. The
Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Officer or others. In no event shall the
Officer be obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Officer under any of the provisions of
this Agreement. The Company agrees to pay, to the full extent permitted by law,
all legal fees and expenses which the Officer may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company (including its
successors, assigns or affiliates) or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Officer about
the amount of any payment pursuant to Section 7 of this Agreement), plus in each
case interest at the applicable Federal rate provided for in Section 7872(f)(2)
of the Code.

7. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY

         (a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment, distribution or other action by
the Company to or for the benefit of the Officer (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, (including any additional payments required under this Section 7) (a
"Payment") would be subject to an excise tax imposed by Section 4999 (or its
successor or other provision which imposes a similar excise tax) of the Internal
Revenue Code of 1986, as amended (the "Code"), any excise tax that may be
imposed by a state and/or local law, or any interest or penalties incurred by
the Officer with respect to any such excise taxes (such excise taxes, together
with any such interest and penalties, are hereinafter collectively referred to
as the "Excise Tax"), the Company shall make a payment to the Officer (a
"Gross-Up Payment") in an amount such that after payment by the Officer of all
taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the Officer
retains (or has had paid to the Internal Revenue Service on his behalf) an
amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed
upon the Payments and (y) the product of any deductions disallowed because of


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the inclusion of the Gross-Up Payment in the Officer's adjusted gross income and
the highest applicable marginal rate of federal income taxation for the calendar
year in which the Gross-Up Payment is to be made. For purposes of determining
the amount of the Gross-Up Payment, the Officer shall be deemed to (i) pay
federal income taxes at the highest marginal rates of federal income taxation
for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay
applicable state and local income taxes at the highest marginal rate of taxation
for the calendar year in which the Gross-Up Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

         (b) Subject to the provisions of paragraph (c) of this Section 7, all
determinations required to be made under this Section 7, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by PricewaterhouseCoopers LLP (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Officer within 15
business days of the receipt of notice from the Officer that there has been a
Payment, or such earlier time as is requested by the Company. In the event that
the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Officer shall appoint
another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 7, shall be paid by the Company to the Officer within five days of
the receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by the Officer, it shall furnish the
Officer with a written opinion that failure to report the Excise Tax on the
Officer's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and the Officer. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 7 and the Officer thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Officer.

         (c) The Officer shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Officer is informed in
writing of such claim and shall apprise the Company of the nature of such claim


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<PAGE>

and the date on which such claim is requested to be paid. The Officer shall not
pay such claim prior to the expiration of the 30-day period following the date
on which it gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Officer in writing prior to the expiration of such period
that it desires to contest such claim, the Officer shall:

                  (i) give the Company any information reasonably requested by
         the Company relating to such claim,

                  (ii) take such action in connection with contesting such claim
         as the Company shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney reasonably selected by the
         Company,

                  (iii) cooperate with the Company in good faith in order
         effectively to contest such claim, and

                  (iv) permit the Company to participate in any proceedings
         relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Officer harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 7(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Officer to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Officer agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Officer to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Officer, on an interest-free basis, and shall indemnify and hold
the Officer harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Officer with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Officer shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

         (d) If, after the receipt by the Officer of an amount advanced by the
Company pursuant to Section 7(c), the Officer becomes entitled to receive any
refund with respect to such claim, the Officer shall (subject to the Company's
complying with the requirements of Section 7(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Officer of an amount
advanced by the Company pursuant to Section 7(c), a determination-is made that
the Officer shall not be entitled to any refund with respect to such claim and
the Company does not notify the Officer in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,


                                       11
<PAGE>

then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.



8. CONFIDENTIAL INFORMATION

         The Officer shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge or data relating to
the Company or any of its subsidiaries, and their respective businesses, which
shall have been obtained by the Officer during the Officer's employment by the
Company or any of its subsidiaries and which shall not be or become public
knowledge (other than by acts by the Officer or his representatives in violation
of this Agreement). After termination of the Officer's employment with the
Company, the Officer shall not, without the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In no event shall an
asserted violation of the provisions of this Section 8 constitute a basis for
deferring or withholding any amounts otherwise payable to the Officer under this
Agreement.

9. SUCCESSORS

         (a) This Agreement is personal to the Officer and without the prior
written consent of the Company shall not be assignable by the Officer otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Officer's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

10. MISCELLANEOUS

         (a) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, 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.

         (b) 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, addressed as follows:



                                       12
<PAGE>


                    IF TO THE OFFICER:

                    Charles Swinburn
                    RailAmerica, Inc.
                    5300 Broken Sound Boulevard, NW
                    2nd  Floor
                    Boca Raton, Florida 33487

                    IF TO THE COMPANY:

                    RailAmerica, Inc.
                    5300 Broken Sound Boulevard, NW
                    2nd  Floor
                    Boca Raton, Florida 33487
                    Attn:  President

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.

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

         (d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

         (e) The Officer's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.

         (f) This Agreement contains the entire understanding of the Company and
the Officer with respect to the subject matter hereof.

         (g) The Officer and the Company acknowledge that, except as set forth
in any written employment agreement between the Officer and the Company and
effective from and after the date hereof, the employment of the Officer by the
Company is "at will", and, prior to the Effective Date, may be terminated by
either the Officer or the Company at any time. Upon a termination of the
Officer's employment prior to the Effective Date, there shall be no further
rights of the Officer under this Agreement.



                                       13
<PAGE>


         IN WITNESS WHEREOF, the Officer has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Company has caused this
agreement to be executed in its name on its behalf, all as of the day and year
first above written.



                                            /s/ CHARLES SWINBURN
                                             -------------------------------
                                            CHARLES SWINBURN



                                            RAILAMERICA, INC., a Delaware
                                            Corporation


                                            By: /s/ FERD C. MEYER, JR.
                                               -----------------------------
                                               Name:  FERD. C. MEYER, JR.
                                               Title: Chairman, Compensation
                                                      Committee of the Board


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