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                                                                    EXHIBIT 10.2

                             GENESEE & WYOMING INC.
                           2004 OMNIBUS INCENTIVE PLAN

                                  AWARD NOTICE

            GRANTEE:                 ______________________________

            TYPE OF AWARD:              Restricted Stock Award

            NUMBER OF SHARES:        ______________________________

            DATE OF GRANT:           ______________________________

      1. Grant of Restricted Stock. 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 award (the "Award"), on the
terms and conditions set forth in this Award Notice and the Plan, of 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. Restrictions and Vesting. Subject to the terms set forth in this Award
Notice and the Plan, provided you are still in the employment or service of G&W
or any Subsidiary at that time, the Common Stock represented by the Award will
vest as follows: pro rata with respect to one-third of the shares subject to
such Award on the first, second and third anniversaries of the Date of Grant,
with any fractional share resulting from such proration vesting on the third
anniversary. In the event of your death or the termination of your employment or
service to G&W or any Subsidiary prior to the complete vesting of the Award, the
unvested portion of the Award shall be forfeited as of the date of your death or
such termination.

      3. Effect of Breach of Certain Covenants.

            (a) In General. If you engage in the conduct described in subsection
(c) of this Section 3, then, unless the Committee determines otherwise: (1) you
immediately forfeit, effective as of the date you engage in such conduct, the
unvested portion of the Award; and (2) you must return to G&W the shares of
Common Stock that vested within the six-month period immediately preceding the
date you engage in such conduct or, at the option of G&W, pay to G&W the Fair
Market Value, as of the date you engage in such conduct, of the shares of Common
Stock that vested within such six-month period.

            (b) Set-Off. By accepting the Award, you consent to a deduction from
any amounts G&W or any Subsidiary owes you from time to time (including, but not
limited to, amounts owed to you as wages or other compensation, fringe benefits,
or vacation pay), to the extent of the amount that you owe G&W under subsection
(a) of this Section 3. G&W may elect

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to make any set-off in whole or in part. If G&W does not recover by means of a
set-off the full amount that you owe G&W, you shall immediately pay the unpaid
balance to G&W.

            (c) Conduct. You hereby agree that you will not, without the written
consent of G&W, either during your employment by or service to G&W or any
Subsidiary or thereafter, disclose to anyone or make use of any confidential
information which you acquired during your employment or service relating to any
of the business of G&W or any Subsidiary, except as such disclosure or use may
be required in connection with your work as an employee or consultant of G&W or
any Subsidiary. During your employment by or service to G&W or any Subsidiary,
and for a period of six months after the termination of such employment or
service, you will not, either as principal, agent, consultant, employee,
stockholder or otherwise, engage in any work or other activity in direct
competition with G&W or any Subsidiary. (For purposes of this Section 3, you
shall not be deemed a stockholder if your record and beneficial ownership amount
to not more than five percent of the outstanding capital stock of any company
subject to the periodic and other reporting requirements of the Exchange Act.)
The non-competition covenant of this Section 3 applies separately in the United
States and in other countries. Your breach of the covenant of this subsection
(c) shall result in the consequences described in this Section 3.

      4. Effect of Change In Control.

            (a) Upon the occurrence of a "Change In Control" of G&W, the
unvested portion of the Award shall immediately vest as of 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

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      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 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.

      5. Book-Entry Registration. The Award initially will be evidenced by
book-entry registration only, without the issuance of a certificate representing
the shares of Common Stock underlying the Award.

      6. Issuance of Shares. Subject to Section 10 of this Award Notice, upon
the vesting of any shares of this Award pursuant to this Award Notice, G&W shall
issue a certificate representing such vested shares of Common Stock as promptly
as practicable following the date of vesting. 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.

      7. Nonassignability. The shares of Common Stock underlying the Award and
the right to vote such shares and to receive dividends thereon, 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 shares, whether by operation
of law or otherwise, except by will or the laws of descent and distribution.
After vesting, the sale or other transfer of the shares of Common Stock shall be
subject to applicable laws and regulations under the Securities Exchange Act of
1934.

      8. Rights as a Stockholder. Unless the Award is cancelled as provided in
Section 3 of this Award Notice, prior to the vesting of the shares of Common
Stock awarded under this Award Notice, you will have all of the other rights of
a stockholder with respect to the shares of

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Common Stock so awarded, including, but not limited to, the right to receive
such cash dividends, if any, as may be declared on such shares from time to time
and the right to vote (in person or by proxy) such shares at any meeting of
stockholders of G&W.

      9. 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.

      10. Restrictions on Issuance of Shares. If at any time G&W determines that
the listing, registration or qualification of the shares of Common Stock
underlying the Award 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 vested shares of
Common Stock under 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.

      11. Plan Controls. The Award 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.

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

      13. 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.

      14. 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. The undersigned further acknowledges
that this Award Notice and the Plan set forth the entire understanding between
him or her and G&W regarding the restricted stock granted by this Award Notice
and that this Award Notice and the Plan supercede all prior oral and written
agreements on that subject.

Dated: ___________________________

                                      __________________________________________

                                      Genesee & Wyoming Inc. By:

                                      __________________________________________
                                                   Shayne Magdoff
                                      Sr. VP of Administration & Human Resources

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