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                                                                    EXHIBIT 10.5

                             GENESEE & WYOMING INC.
                           2004 OMNIBUS INCENTIVE PLAN

                                  AWARD NOTICE

           GRANTEE:                     ________________________________

           TYPE OF AWARD:                Restricted Stock Unit Award

           NUMBER OF SHARES:                         --
                                        ________________________________

           DATE OF GRANT:               ________________________________

           SHARE ISSUANCE DATE:         ________________________________

           DEFERRAL AVAILABLE:            Yes (see Section 4 below)

      1. Grant of RSU. This Award Notice serves to notify you that the
Compensation Committee (the "Committee") of the Board of Directors of Genesee &
Wyoming Inc. ("G&W") hereby grants to you, under G&W's 2004 Omnibus Incentive
Plan (the "Plan"), a restricted stock unit award (the "RSU"), on the terms and
conditions set forth in this Award Notice and the Plan, representing the right
to receive up to the number of shares of G&W's Class A Common Stock, par value
$.01 per share (the "Common Stock") set forth above. The Plan is incorporated
herein by reference and made a part of this Award Notice. A copy of the Plan is
available on G&W's Intranet or from G&W's Human Resources Department upon
request. You should review the terms of this Award Notice and the Plan
carefully. The capitalized terms used in this Award Notice are defined in the
Plan.

      2. Vesting. Subject to the terms set forth in this Award Notice and the
Plan, provided you are still in the service of G&W or any Subsidiary at that
time, the RSU will vest as follows: pro rata with respect to one half of the
shares subject to such RSU on the date of each of the next two annual meetings
of stockholders, with any fractional share resulting from such proration vesting
on the last vesting date. No shares of Common Stock shall be issued to you upon
vesting; vested shares of Common Stock will be issued pursuant to Section 3 of
this Award Notice. In the event of your death or the termination of your service
to G&W or any Subsidiary prior to complete vesting of the RSU, the unvested
portion of the RSU shall be forfeited as of the date of your death or such
termination.

      3. Issuance of Shares. Subject to Section 9 of this Award Notice, and
except as otherwise provided by Section 4 of this Award Notice, G&W shall issue
a certificate representing one share of Common Stock for each vested RSU on the
earliest practicable date (as determined by G&W) following the Share Issuance
Date set forth above. The shares of Common Stock may be issued during your
lifetime only to you, or after your death to your designated beneficiary, or, in
the absence of such beneficiary, to your duly qualified personal representative.

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      4. Deferral. Pursuant to the Restricted Stock Unit Award Deferral
Procedures adopted by the Committee pursuant to its authority under the Plan
(the "Procedures"), you make elect to defer receipt of the shares of Common
Stock by making a deferral election in accordance with and subject to the terms
of the Procedures. Such an election must be made within the time period
permitted by the Procedures and on the form(s) provided by G&W. If you desire to
make such an election, you may obtain a copy of the Procedures and the necessary
forms from G&W's Intranet or from G&W's Human Resources Department upon request.

      5. Effect of Change In Control.

            (a) Upon the occurrence of a "Change In Control" of G&W, the
unvested portion of the RSU shall immediately vest as of the date of the
occurrence of such event and the Share Issuance Sate shall become the date of
the occurrence of such event.

            (b) The term "Change In Control" means a change in control of G&W of
a nature that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 1(a) of a Current Report on Form 8-K,
as in effect on December 31, 1996, pursuant to Section 13 or 15(d) of the
Exchange Act; provided that, without limitation, a Change In Control shall be
deemed to have occurred at such time as:

            (i) any "person" within the meaning of Section 14(d) of the Exchange
      Act, other than a Permitted Holder becomes the "beneficial owner," as
      defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of
      25 percent or more of the combined voting power of the outstanding
      securities of G&W ordinarily having the right to vote in the election of
      directors; provided, however, that the following will not constitute a
      Change In Control: any acquisition by any corporation if, immediately
      following such acquisition, more than 75 percent of the outstanding
      securities of the acquiring corporation (or the parent thereof) ordinarily
      having the right to vote in the election of directors is beneficially
      owned by all or substantially all of those persons who, immediately prior
      to such acquisition, were the beneficial owners of the outstanding
      securities of G&W ordinarily having the right to vote in the election of
      directors;

            (ii) individuals who constitute the Board on May 12, 2004 (the
      "Incumbent Board") have ceased for any reason to constitute at least a
      majority thereof, provided that any person becoming a director subsequent
      to May 12, 2004 whose election, or nomination for election by G&W's
      stockholders, was approved by a vote of at least three-quarters (3/4) of
      the directors comprising the Incumbent Board, either by a specific vote or
      by approval of the proxy statement of G&W in which such person is named as
      a nominee for director without objection to such nomination (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 directors of G&W, as such terms are used in Rule 14a-11
      under the Exchange Act, or "tender offer," as such term is used in Section
      14(d) of the Exchange Act), shall be, for purposes of the Plan, considered
      as though such person were a member of the Incumbent Board;

            (iii) upon the consummation by G&W of a reorganization, merger or
      consolidation, other than one with respect to which all or substantially
      all of those

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      persons who were the beneficial owners, immediately prior to such
      reorganization, merger or consolidation, of outstanding securities of G&W
      ordinarily having the right to vote in the election of directors own,
      immediately after such transaction, more than 75 percent of the
      outstanding securities of the resulting corporation ordinarily having the
      right to vote in the election of directors; or

            (iv) upon the approval by G&W's stockholders of a complete
      liquidation and dissolution of G&W or the sale or other disposition of all
      or substantially all of the assets of G&W other than to a Subsidiary.

            (c) The term "Permitted Holder" means: (i) G&W or a Subsidiary, (ii)
any employee benefit plan sponsored by G&W or any Subsidiary, or (iii) Mortimer
B. Fuller III ("MBF"), or his spouse, siblings, children or grandchildren
("Family Members") or a trust, corporation, partnership or LLC, so long as all
of the beneficial interests of which are held exclusively by MBF and/or one or
more Family Members, where such person(s) or entity acquired their G&W stock
from MFB.

      6. Nonassignability. The RSU and the shares of Common Stock issuable
thereunder, may not, except as otherwise provided in the Plan, be sold,
assigned, transferred, pledged or encumbered in any way prior to the vesting of
such RSU and the issuance of such shares thereunder, whether by operation of law
or otherwise, except by will or the laws of descent and distribution. After the
vesting of the RSU and the issuance of the shares of Common Stock thereunder,
the sale or other transfer of the shares of Common Stock issued under the RSU
shall be subject to applicable laws and regulations under the Securities
Exchange Act of 1934.

      7. Limitation of Rights. You will not have any rights as a stockholder
with respect to the shares of Common Stock covered by the RSU until you become
the holder of record of such shares upon the issuance by G&W of such shares of
Common Stock to you. Neither the Plan, the granting of the RSU nor this Award
Notice gives you any right to remain in the service of G&W or any Subsidiary.

      8. Rights of G&W and Subsidiaries. This Award Notice does not affect the
right of G&W or any Subsidiary to take any corporate action whatsoever,
including without limitation its right to recapitalize, reorganize or make other
changes in its capital structure or business, merge or consolidate, issue bonds,
notes, shares of Common Stock or other securities, including preferred stock, or
options therefor, dissolve or liquidate, or sell or transfer any part of its
assets or business.

      9. Restrictions on Issuance of Shares. If at any time G&W determines that
the listing, registration or qualification of the shares of Common Stock
issuable under the RSU upon any securities exchange or under any state or
federal law, or the approval of any governmental agency, is necessary or
advisable as a condition to the issuance of a certificate representing any
shares of Common Stock issuable under the RSU pursuant to this Award Notice,
such issuance may not be made in whole or in part unless and until such listing,
registration, qualification or approval shall have been effected or obtained
free of any conditions not acceptable to G&W.

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      10. Plan Controls. The RSU is subject to all of the provisions of the
Plan, which is hereby incorporated by reference, and is further subject to all
the interpretations, amendments, rules and regulations that may from time to
time be promulgated and adopted by the Committee pursuant to the Plan. In the
event of any conflict among the provisions of the Plan and this Award Notice,
the provisions of the Plan will be controlling and determinative.

      11. Amendment. Except as otherwise provided by the Plan, G&W may only
alter, amend or terminate the RSU with your consent.

      12. Governing Law. This Award Notice shall be governed by and construed in
accordance with the laws of the State of New York, except as superseded by
applicable federal law, without giving effect to its conflicts of law
provisions.

      13. Notices. All notices and other communications to G&W required or
permitted under this Award Notice shall be written, and shall be either
delivered personally or sent by registered or certified first-class mail,
postage prepaid and return receipt requested, or by telex or telecopier,
addressed to G&W's office at 1200-C Scottsville Road, Suite 200, Rochester, New
York 14624, Attention: Senior Vice President - Human Resources. Each such notice
and other communication delivered personally shall be deemed to have been given
when delivered. Each such notice and other communication delivered by mail shall
be deemed to have been given when it is deposited in the United States mail in
the manner specified herein, and each such notice and other communication
delivered by telex or telecopier shall be deemed to have been given when it is
so transmitted and the appropriate answerback is received.

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ACKNOWLEDGEMENT

      The undersigned acknowledges receipt of, and understands and agrees to be
bound by, this Award Notice and the Plan, and, if applicable, the Procedures.
The undersigned further acknowledges that this Award Notice and the Plan, and,
if applicable, the Procedures, set forth the entire understanding between him or
her and G&W regarding the restricted stock unit award granted by this Award
Notice and that this Award Notice and the Plan, and, if applicable, the
Procedures, supercede all prior oral and written agreements on that subject.

Dated: _________________________

                                      __________________________________________
                                      Name

                                      Genesee & Wyoming Inc. By:
                                      __________________________________________
                                                   Shayne L. Magdoff
                                      Sr. VP of Administration & Human Resources

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