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                                                                   Exhibit 10(a)

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                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                                  DANIEL POPKY

                                       AND

                       FLORIDA EAST COAST INDUSTRIES, INC.


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                            Dated: February 18, 2004




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                                TABLE OF CONTENTS

1.  Employment Period..........................................................1

2.  Terms of Employment........................................................1
    (a)   Position and Duties..................................................1
    (b)   Compensation.........................................................1

3.  Termination of Employment..................................................4
    (a)   Death or Disability..................................................4
    (b)   Cause................................................................4
    (c)   Good Reason..........................................................5
    (d)   Termination for Other Reasons........................................5
    (e)   Notice of Termination................................................5
    (f)   Date of Termination..................................................6

4.  Obligations of Employer Upon Termination...................................6
    (a)   Good Reason:  Other than for Cause, Death, or Disability.............6
    (b)   Death................................................................7
    (c)   Cause:  Other Than for Good Reason...................................7
    (d)   Disability...........................................................7
    (e)   Nondisclosure to Media...............................................7

5.  Change in Control..........................................................7

6.  Non-Exclusivity of Executive's Rights......................................7

7.  Confidential Information...................................................7

8.  Non-Competition:  Non-Solicitation.........................................8

9.  Remedies for Executive's Breach............................................9

10. Dispute....................................................................9

11. No Conflicting Obligations of Executive....................................9

12. Indemnity of Executive....................................................10

13. Release Required..........................................................10

14. Successors................................................................10

15. Miscellaneous.............................................................10




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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of February 18,
2004 between DANIEL H. POPKY, an individual (the "Executive"), and FLORIDA EAST
COAST INDUSTRIES, INC. ("Employer" or "Company"), a Florida corporation, recites
and provides as follows:

         WHEREAS, the Board of Directors of Employer (the "Board") desires that
Employer retain the services of the Executive, and the Executive desires to be
employed with Employer, all on the terms and subject to the conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, Employer and the Executive agree as follows:

         1. EMPLOYMENT PERIOD. Employer hereby agrees to employ the Executive,
and the Executive hereby agrees to accept employment by Employer, in accordance
with the terms and provisions of this Agreement (the "Effective Date") and
continuing until terminated by either party hereto (the "Employment Period").

         2. TERMS OF EMPLOYMENT.

                  (a) POSITION AND DUTIES.

                           (i) During the Employment Period, the Executive shall
serve as Executive Vice President and Chief Financial Officer of Employer and
shall have such authority and perform such executive duties as are commensurate
with such position and as are otherwise assigned by the Board.

                           (ii) The Executive's services shall be performed at a
facility owned or leased by Employer in St. Augustine, Florida, and as required
at other facilities of Employer and its parent or affiliates.

                           (iii) During the Employment Period, and excluding any
periods of vacation and leave to which the Executive is entitled, the Executive
agrees to devote his full business attention and time to the business and
affairs of Employer and, to the extent necessary to discharge the duties
assigned to the Executive hereunder, to use the Executive's reasonable efforts
to perform faithfully such responsibilities. During the Employment Period it
shall not be a violation of this Agreement for the Executive to serve on
corporate, civic, charitable, and professional association boards or committees,
subject to the approval of the Chairman of Employer, in each instance, which
approval shall not be unreasonably withheld, or deliver lectures or fulfill
speaking engagements, so long as such activities do not materially interfere
with the performance of the Executive's responsibilities as an employee of
Employee in accordance with the Agreement.

                  (b) COMPENSATION.

                           (i) Base Salary. During the Employment Period, the
Executive shall receive a base salary ("Annual Base Salary"), which shall be
paid in equal installments on a


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semi-monthly basis, at the annual rate of not less than Three Hundred Thousand
Dollars ($300,000). During the Employment Period, the Annual Base Salary shall
be reviewed at least annually by the Board or a committee thereof. Any increase
in Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement.

                           (ii) Short-Term Incentive Bonus. In addition to the
Annual Base Salary, during the Employment Period, the Executive shall
participate in an annual cash incentive compensation plan. Such plan shall
provide the Executive with the opportunity to earn a bonus based on achievement
of performance criteria. The incentive bonus plan shall be structured such that
the Executive may receive up to fifty percent (50%) of Annual Base Salary
("Target") for attainment of certain target performance goals (prorated for any
partial year of employment provided that Executive is employed by the Company at
December 31), with a maximum bonus of one hundred percent (100%) of Annual Base
Salary for extraordinary performance. The Chairman and the Board of Directors or
a committee thereof will establish the performance criteria and goals in
consultation with the Executive, and in accordance with the Plan.

                           (iii) Long-Term Incentives: Restricted Stock. The
Executive shall receive a grant of restricted stock for Seventeen Thousand Five
Hundred (17,500) shares of Employer's common stock issued under the FECI Stock
Incentive Plan. Such shares shall be subject to restrictions which shall provide
that the Executive shall not transfer such shares during the restriction period
and shall forfeit such shares if during the restriction period he is discharged
by Employer for Cause (as hereinafter defined in Section 3(b)) or resigns from
employment with Employer without Good Reason (as hereinafter defined in Section
3(c)) or as otherwise set forth in the Restricted Stock Agreement. The
restriction period shall lapse with respect to such shares in four (4) equal
annual installments on each of the first through fourth anniversaries of the
Effective Date. The Executive shall be entitled to receive any dividends or
other distributions payable with respect to such shares of restricted stock
beginning on the date of award of such shares. Such stock shall be evidenced by
a written restricted stock award agreement between Employer and the executive.

                           (iv) Long-Term Incentives: Subsequent Grants. Grants
shall be in accordance with FECI's Stock Incentive Plan, with the performance
criteria for threshold, target and maximum grants as established pursuant to the
Plan.

                           (v) Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all savings
and retirement plans, practices, policies and programs applicable generally to
other peer executives of Employer.

                           (vi) Welfare Benefit Plans. During the Employment
Period, the Executive and/or the Executive's family and dependents, as the case
may be, shall be eligible for participation in and shall receive all benefits
under all welfare benefit plans, practices, policies and programs provided by
Employer (including, without limitation, medical, prescription, dental,
disability salary continuance, employee group life, accidental death and travel
accident insurance plans and programs) to the extent applicable generally to
other peer executives of Employer.

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                           (vii) Expenses. The Executive shall be entitled to
receive prompt reimbursement for all employment-related expenses incurred by the
Executive during the Employment Period in accordance with the most favorable
policies, practices and procedures of Employer as in effect generally from time
after the Effective Date with respect to other peer executives of Employer.

                           (viii) Fringe Benefits. During the Employment Period,
the Executive and/or the Executive's family and dependents shall be entitled to
fringe benefits in accordance with the most favorable plans, practices, programs
and policies of Employer as in effect generally from time to time after the
Effective Date with respect to other peer executives of Employer.

                           (ix) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office and support staff at the
Employer's headquarters at least equal to the most favorable of the forgoing
provided generally from time to time after the Effective Date with respect to
other peer executives of Employer.

                           (x) Vacation. During the Employment Period, the
Executive shall be entitled to four (4) weeks paid vacation per annual period.

                           (xi) Car Allowance. During the Employment Period, the
Executive shall be entitled to a car allowance in accordance with Employer's car
allowance policy, in lieu of expenses associated with the operation of his
automobile.

                           (xii) Right to Change Plans. Executive shall not be
obligated to institute, maintain, or refrain from changing, amending, or
discontinuing any benefit plan, program, or perquisite referred to in Section
2(b), so long as such changes are similarly applicable to other peer executives
of Employer.

                           (xiii) Relocation Expense. Employer shall make the
Executive whole by reimbursing him for all reasonable costs associated with
relocation from Atlanta, Georgia, to the St. Augustine, Florida, area, whether
incurred before or after the Effective Date, but only to the extent that such
costs are incurred prior to the first anniversary of the Effective Date. Such
costs shall include, without limitation, closing costs associated with the sale
of the Executive's Atlanta, Georgia residence and closing costs associated with
the Executive's purchase and financing of a new primary residence in the St.
Augustine area. For purposes of this section, "closing costs" shall mean loan
origination fees, appraisal fees, credit report fees, assumption fees,
settlement or closing fees, title examination fees, title insurance binder,
document preparation fees, notary fees, attorneys' fees, real estate brokers'
commissions on sale of Atlanta, Georgia home, title insurance fees, recording
fees, tax stamps, transfer taxes, survey fees, and costs of pest, radon, and
home inspections. Employer shall also arrange for and pay for the move of the
Executive's household goods and personal effects (including packing and
unpacking charges) from his Atlanta, Georgia residence to his new primary
residence in the St. Augustine area. Employer shall pay for the Executive's
reasonable temporary living costs in the St. Augustine area for up to seven (7)
months until Executive is moved into his new residence in the St. Augustine
area. In addition, Employer shall pay the Executive an amount determined by its
accountants equal to the Executive's federal, state, and local taxes on the
foregoing


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reimbursement and imputed interest (the "Tax Gross-up") and the federal, state,
and local taxes on the Tax Gross-up, all to the end that the Executive be held
harmless, on an after-tax basis, from the tax impact thereof.

         3. TERMINATION OF EMPLOYMENT.

                  (a) DEATH OR DISABILITY. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If Employer determines in good faith that the Disability of the Executive has
occurred (pursuant to the definition of disability set forth below), it may give
to the Executive notice of its intention to terminate the Executive's
employment. In such event, the Executive's employment with Employer shall
terminate upon a date selected by Employer and set forth in such notice (the
"Disability Effective Date"), provided that, prior to such date, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with Employer on a full-time basis for one hundred
eighty (180) consecutive business days as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a physician
selected by Employer or its insurers and acceptable to the Executive or the
Executive's legal representative (such agreement as to acceptability not to be
withheld unreasonably).

                  (b) CAUSE. Employer may terminate the Executive for cause.
"Cause" means any of the following:

                           (i) (a) a material breach by the Executive of the
obligations under this agreement or any other written agreement with the Company
or (b) a failure to attempt in good faith to perform the Executive's duties and
responsibilities (other than as a result of incapacity due to physical or mental
illness), which is demonstrably willful and deliberate on the Executive's part
provided that such breach or failure is not remedied within ten (10) days after
receipt of notice from the Company specifying such breach or failure;

                           (ii) the Executive `s conviction for committing a
felony or the guilty or nolo contendere plea by the executive to a felony (other
than as a result of vicarious liability where the Executive was not involved in
and had no material knowledge of the action or inactions leading to the charges
or had such involvement or knowledge but acted upon advise of the Company's
counsel as to its legality);

                           (iii) the (a) insubordination or willful engaging by
the Executive in misconduct or (b) the Executive's gross negligence, in either
case, with regard to the Employer or the Executive's duties, which have, or is
likely to have, a material adverse impact on the Employer; or

                           (iv) a material act of dishonesty or breach of trust
on the Executive's part resulting or intending to result, directly or
indirectly, in material personal or family gain or enrichment at the expense of
the Employer.

         For purposes of this paragraph, no act, or failure to act, on the
Executive's part shall be considered "willful" unless done or omitted to be
done, by the Executive not in good faith and without reasonable belief that the
Executive's action or omission was in the best interests of the


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Company. In the event that the Executive alleges that the failure to attempt to
perform the Executive's duties and responsibilities is due to a physical or
mental illness, and thus not "Cause" under (i) above, the Executive shall be
required to furnish the Company with a written statement from a licensed
physician who is reasonably acceptable to the Company which confirms the
Executive's inability to attempt to perform due to such physical or mental
illness.

                  (c) GOOD REASON. The Executive may terminate his employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, in
the absence of the consent of the Executive, a reasonable determination by the
Executive that any of the following has occurred:

                           (i) Employer materially reduces the Executive's
position (including title), authority, duties or responsibilities as
contemplated by Section 2(a) of this Agreement, excluding for this purpose any
isolated and insubstantial action not taken in bad faith and which is remedied
by Employer promptly after receipt of notice thereof given by the Executive; or

                           (ii) any failure by Employer to comply with any of
the provisions of this Agreement applicable to it, other than any isolated and
insubstantial failure not occurring in bad faith and which is remedied promptly
after notice thereof from the Executive.

                  (d) TERMINATION FOR OTHER REASONS. Employer may terminate the
employment of the Executive without Cause by giving notice to the Executive,
which notice shall set forth the Date of Termination. The Executive may resign
from his employment without Good Reason hereunder by giving notice to Employer
at least thirty (30) days prior to the Date of Termination.

                  (e) NOTICE OF TERMINATION. Any termination shall be
communicated by Notice of Termination to the other party. For purposes of this
Agreement, a "Notice of Termination" means a notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) in the case
of a termination under Section 3(b) or 3(c), to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated (the failure by the Executive or Employer to set forth in the Notice
of Termination any fact or circumstance shall not waive any right of the
Executive or Employer hereunder or preclude the Executive or Employer from
asserting such fact or circumstance in enforcing the Executive's or Employer's
rights hereunder), 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 not be more than fifteen (15) days after the giving of such
notice, unless otherwise required by Section 3(f)).

                  (f) DATE OF TERMINATION. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by Employer due to the Executive's
Disability, the Date of Termination shall be the Disability Effective Date, (ii)
if the Executive's employment is terminated by reason of the Executive's death,
the Date of Termination shall be the date of death of the Executive, and (iii)
in all other case, the date of receipt of the Notice of Termination or any
permitted later date specified therein, as the case may be.


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         4. OBLIGATIONS OF EMPLOYER UPON TERMINATION.

                  (a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
If, during the Employment Period, Employer shall terminate the Executive's
employment other than for Cause, death or Disability or the Executive shall
terminate employment for Good Reason:

                           (i) Employer shall pay to the Executive in a lump sum
in cash within thirty (30) days after the Date of Termination the sum of (A) the
Executive's Annual Base Salary through the Date of Termination to the extent not
theretofore paid; (B) to the extent not theretofore paid, any annual bonus
payable to the Executive for any prior completed fiscal year if payable or
otherwise earned by Executive in accordance with the Plan; (C) any compensation
previously deferred by the Executive (together with any accrued interest or
earnings thereon) to the extent not theretofore paid; and (D) any accrued
vacation pay, expenses reimbursement and any other entitlements accrued by the
Executive under Section 2(b) to the extent not theretofore paid (the sum of the
amount described in clauses (A), (B), (C) and (D) shall be hereinafter referred
to as the "Accrued Obligations"); and

                           (ii) FECI shall pay to the Executive in forty-eight
(48) semi-monthly installments beginning 15 days following the Date of
Termination an amount equal to twice the sum of the Executive's Annual Base
Salary and the annual incentive bonus at target as set forth in Section
2(b)(ii); and

                           (iii) For eighteen (18) months following the Date of
Termination, Employer shall, subject to Executive's continued co-payments of
premiums, continue benefits to the Executive and/or the Executive's family and
dependents at least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies described in Section
2(b)(vi) if the Executive's employment had not been terminated, in accordance
with the most favorable plans, practices, programs or policies of Employer as in
effect generally at any time thereafter with respect to other peer executives of
Employers and their families ("Welfare Benefit Continuation"). Provided,
provided, however, that in the event that the Executive obtains other employment
that offers substantially similar or improved benefits, as to any particular
health plan, the continuation of coverage by the Company for such similar or
improved benefit under such plan shall immediately cease. To the extent, in the
good faith judgment of the Company, such coverage cannot be provided under the
Company's health plans without jeopardizing the tax status of such plans, for
underwriting reasons or because of the tax impact on the Executive, the Company
shall pay the Executive an amount equal to the cost to the Company for a
similarly situated active employee fully grossed-up to cover taxes on such
amount and the gross-up payment. Such period of medical coverage shall reduce
and count against the Executive's rights to COBRA continuation coverage.

                           (iv) Unless otherwise provided in any stock option
grant agreement, all stock options to purchase shares of FECI common stock held
by or for the benefit of the Executive shall become immediately fully vested and
exercisable as of the Date of Termination. Restricted stock shall vest according
to the terms of the Restricted Stock Agreement.

                  (b) DEATH. If the Executive's employment is terminated by
reason of the Executive's death, this Agreement shall terminate without further
obligation to the Executive's

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legal representatives under this Agreement, other than for payment of Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination).

                  (c) CAUSE: OTHER THAN FOR GOOD REASON. If the Executive's
employment shall be terminated for Cause or the Executive terminates his
employment without Good Reason, this Agreement shall terminate without further
obligation to the Executive other than the obligation to pay to the Executive
the Accrued Obligations (which shall be paid in cash within thirty (30) days of
the Date of Termination).

                  (d) DISABILITY. If the Executive's employment shall be
terminated by reason of the Executive's Disability, this Agreement shall
terminate without further obligation to the Executive, other than for payment of
Accrued Obligations and the timely payment or provision of the Welfare Benefit
Continuation. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within thirty (30) days of the Date of Termination. The Executive shall
be entitled after the Disability Effective Date to receive disability and other
benefits as in effect at the Disability Effective Date with respect to other
peer executives of Employer and their families.

                  (e) NONDISCLOSURE TO MEDIA. After the Date of Termination, the
Executive and Employer agree that they will not discuss the Executive's
employment and resignation or termination (including the terms of this
Agreement) with any representatives of the media, either directly or indirectly,
without the consent of the other party hereto.

                  (f) NO DUTY TO MITIGATE/SET OFF. In the event of any
termination of the Executive's employment, the Executive shall not be required
to seek other employment or to attempt in any way to reduce any amounts payable
to the Executive by the Company pursuant to this Agreement. Further, the amount
of any payment or benefit provided in this Agreement shall not be reduced by any
compensation earned by the Executive or benefit provided to the Executive as the
result of employment by another employer or otherwise.

         5. CHANGE IN CONTROL. Notwithstanding anything to the contrary
contained in this agreement, in the event there is a change in control of
Employer, all of the rights and obligations of Employer and Executive as
respects termination of Executive's employment as a result of the change in
control shall be governed in all respects by the change in control agreement by
and between Executive and Employer.

         6. NON-EXCLUSIVITY OF EXECUTIVE'S RIGHTS. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with Employer at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

         7. CONFIDENTIAL INFORMATION.

                  (a) The Executive shall hold in a fiduciary capacity for the
benefit of Employer all secret or confidential information, knowledge or data
relating to Employer or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the


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Executive during the Executive's employment by Employer or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with Employer, the
Executive shall not, without the prior written consent of Employer or except as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than Employer and those
designated by it.

                  (b) All records, files, memoranda, reports, price lists,
customer lists, drawings, designs, proposals, plans, sketches, documents,
computer programs, CAD systems, CAM systems, disks, computer printouts and the
like (together with all copies thereof) relating to the business of FDC, which
Executive shall use or prepare or otherwise have in his possession in the course
of, or as a result of, his employment hereunder shall, as between the parties
hereto, remain the sole property of FDC. Executive shall use such materials
solely for the benefit of Employer and shall not divulge any such materials
other than in furtherance of Employer's interests. Executive hereby agrees that
he will return all such materials, including copies, to Employer upon demand, or
upon the cessation of his employment.

                  (c) Any termination of the Executive's employment hereunder or
of this Agreement shall have no effect on the continuing operation of this
Section 7.

         8. NON-COMPETITION; NON-SOLICITATION.

                  (a) In consideration of Employer undertaking to employ the
Executive under the terms provided for herein, including, without limitation,
the grant of the substantial number of shares of restricted stock provided for
in Section 2(b), and to protect the Employer's valuable trade secrets and other
business and professional information and its relationships with existing and
prospective customers and suppliers, the Executive agrees that, except as is set
forth below, for a period commencing on the Effective Date hereof and ending on
the first anniversary of the date the Executive ceases to be employed by
Employer (the "Non-Competition Period"), the Executive shall not, directly or
indirectly, either for himself or any other person, own, manage, control,
materially participate in, invest in, permit his name to be used by, act as
consultant or advisor to, render material services for (alone or in association
with any person, firm, corporation or other business organization) or otherwise
assist in any manner, any business which is a competitor of a substantial
portion of the Employer's business at the date the Executive ceases to be
employed by the Employer (a "Competitor"). Notwithstanding the foregoing, the
restrictions set forth above shall immediately terminate and shall be of no
further force or effect in the event of a default by Employer of the performance
of any of the obligations hereunder, which default is not cured within ten (10)
days after notice thereof. Nothing herein shall prohibit the Executive from
being a passive owner of not more than five percent (5%) of the equity
securities of an enterprise engaged in such business which is publicly traded,
so long as he has no active participation in the business of such enterprise.

                  (b) During the Non-Competition Period, the Executive shall
not, directly or indirectly, (i) induce, solicit, recruit or hire or attempt to
induce, solicit, recruit or hire or aid others in inducing, soliciting,
recruiting or hiring any employee of Employer to leave the employ of Employer,
or in any way interfere with the relationship between Employer and an employee


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thereof, or (ii) in any way interfere with the relationship between Employer and
any customer, supplier, licensee or other business relation thereof.

                  (c) If, at the time of enforcement of this Section 8, a court
shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope, area or other restrictions reasonable under such
circumstances shall be substituted for the stated duration, scope, area or other
restrictions.

                  (d) The covenants made in this Section 8 shall be construed as
an agreement independent of any other provisions of this Agreement, and shall
survive the termination of this Agreement. Moreover, the existence of any claim
or cause of action of the Executive against Employer or any of its affiliates,
whether or not predicted upon the terms of this Agreement, shall not constitute
a defense to the enforcement of these covenants.

         9. REMEDIES FOR EXECUTIVE'S BREACH. In the event Executive violates any
provisions of Section 7 or 8 and such violation continues after notice thereof
to the Executive and the expiration of a reasonable opportunity to cure, then
Employer may thereafter terminate the payment of any post-termination benefits
hereunder, and Employer will have no further obligation to Executive under this
Agreement. The parties acknowledge that any violation of Section 7 or 8 can
cause substantial and irreparable harm to Employer. Therefore, Employer shall be
entitled to pursue any and all legal and equitable remedies, including but not
limited to any injunctions.

         10. DISPUTE. 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 or any claim that Employer has in any way violated
the non-discrimination and/or other provisions of Title VII or the Civil Rights
Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as
amended; the American with Disabilities Act; the Family and Medical Leave Act;
the Employee Retirement Income Security Act of 1974, as amended; and, in
general, any federal law or the law of the State of Florida. 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 Executive and Employer.
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. Notwithstanding the foregoing, in the event that a violation of
the Agreement would cause irreparable injury, the company and the Executive
agree that in addition to the other rights and remedies provided in this
Agreement (and without waiving their rights to have all other matters arbitrated
as provided above) the other party may immediately take judicial action to
obtain injunctive relief.

         11. NO CONFLICTING OBLIGATIONS OF EXECUTIVE. Executive represents and
warrants that he is not subject to any duties or restrictions under any prior
agreement with any previous employer or any other person, and that he has no
rights or obligations except as previously disclosed to Employer which may
conflict with the interests of Employer or with the

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performance of the Executive's duties and obligations under this Agreement.
Executive agrees to notify Employer immediately if any such conflicts occur in
the future.

         12. INDEMNITY OF EXECUTIVE. Employer shall indemnify and defend the
Executive against all claims relating to the performance of his duties hereunder
to the fullest extent permitted by Employer's Articles of Incorporation and
Bylaws, the relevant provisions of which shall not be amended in their
application to the Executive to be any less favorable to him than as at present,
except as required by law.

         13. RELEASE REQUIRED. Any amounts payable pursuant to this Agreement
(beyond amounts payable pursuant to Section 4 (a)(i)) shall only be payable if
the Executive delivers to the Company (and does not revoke) a release of all
claims of any kind whatsoever that the Executive has or may have against the
Employer and its officers, directors and employees, known or unknown, as of the
Date of Termination (other than claims to payments specifically payable
hereunder, claims under COBRA, claims to vest accrued benefits under the
Employer's employee benefit plans, claims relating to any rights of
indemnification under the Company's organizational documents or otherwise or
claims relating to any outstanding stock options or other equity-based award on
the Date of Termination) occurring up to the release date in such form as
reasonably required by the Company.

         14. SUCCESSORS.

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

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

                  (c) Employer 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 Employer to assume expressly
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place. As used in this Agreement, "Employer" shall mean Employer as herein
before 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.

         15. 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.


                                       10
<PAGE>

                  (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, or by telecopier,
or by courier, addressed as follows:

        IF TO EXECUTIVE TO:               IF TO EMPLOYER TO:


        Daniel Popky                      Florida East Coast Industries, Inc.
        2855 Alpine Road                  Corporate Secretary
        Atlanta, GA  30305                One Malaga Street
                                          St. Augustine, FL  32084

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) This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior
understandings with respect thereto.

                  (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) Employer 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.

                  (g) The Executive's or Employer'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 Executive or Employer may have
hereunder, shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.



////////////////////////////////////////////////////////////////////////////////



                                       11
<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, Employer has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.



                                       COMPANY:

                                       FLORIDA EAST COAST INDUSTRIES, INC.


                                       By  /s/ Robert W. Anestis
                                           --------------------------------
                                           Robert W. Anestis, Chairman


                                       EXECUTIVE:


                                       By  /s/ Daniel Popky
                                           --------------------------------
                                           Daniel Popky


<PAGE>

                           CHANGE IN CONTROL AGREEMENT

         This Agreement (the "Agreement") made as of the 18th day of February,
2004, by and between, Florida East Coast Industries, Inc., a Florida
corporation, with its principal office at One Malaga Street, St. Augustine,
Florida 32084 (the "Company") and Daniel H. Popky (the "Executive").

                               W I T N E S S E T H

         WHEREAS, the Company believes that the establishment and maintenance of
sound and vital management of the Company is essential to the protection and
enhancement of the interests of the Company and the stockholders of the Company;

         WHEREAS, the Company also recognizes that the possibility of a Change
in Control (as defined herein), with the attendant uncertainties and risks,
might result in the departure or distraction of key employees of the Company to
the detriment of the Company;

         WHEREAS, the Board has determined that it is appropriate to take steps
to induce key employees to remain with the Company, and to reinforce and
encourage their continued attention and dedication, when faced with the
possibility of a Change in Control of the Company; and

         WHEREAS, the Board has determined that it is in the best interests of
the Company and the stockholders of the Company to improve upon the provisions
relating to a Change in Control contained in any written agreement with the
Company, including the Executive's Employment Agreement, and to include those
provisions in this Agreement, with certain modifications as set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. DEFINITIONS.

                  (a) "Base Salary" means the Executive's annual base
         compensation rate for services paid by the Company to the Executive at
         the time immediately prior to the Executive's termination of
         employment, as reflected in the Company's payroll records or, if
         higher, the Executive's annual base compensation rate immediately prior
         to a Change in Control. Base Salary shall not include commissions,
         bonuses, overtime pay, incentive compensation, benefits paid under any
         qualified plan, any group medical, dental or other welfare benefit
         plan, noncash compensation or any other additional compensation but
         shall include amounts reduced pursuant to the Executive's salary
         reduction agreement under Sections 125 or 401(k) of the Code, if any,
         or a nonqualified elective deferred compensation arrangement, if any,
         to the extent that in each such case the reduction is to base salary.

                  (b) "Board" means the board of directors of the Company.

<PAGE>

                  (c) "Bonus" means the Executive's target performance bonus for
         the fiscal year in which the Executive's termination of employment
         occurs or, if higher, the Executive's target performance bonus for the
         fiscal year in which a Change in Control occurs.

                  (d) "Cause" means any of the following:

                           (i) a material breach by the Executive of the
         obligations under the Employment Agreement (other than as a result of
         incapacity due to physical or mental illness), including but not
         limited to a failure to attempt in good faith to perform the
         Executive's duties and responsibilities, which is demonstrably willful
         and deliberate on the Executive's part and which is not remedied in a
         reasonable period of time after receipt of notice from the Company
         specifying such breach;

                           (ii) the Executive's conviction for committing a
         felony or the guilty or nolo contendere plea by the Executive to a
         felony (other than as a result of vicarious liability where the
         Executive was not involved in and had no material knowledge of the
         action or inactions leading to the charges or had such involvement or
         knowledge but acted upon advice of the Company's counsel as to its
         legality);

                           (iii) the (A) willful engaging by the Executive in
         misconduct or (B) the Executive's gross negligence, in either case,
         with regard to, the Employer or the Executive's duties, which have, or
         is likely to have, a material adverse impact on the Employer; or

                           (iv) a material act of dishonesty or breach of trust
         on the Executive's part resulting or intending to result, directly or
         indirectly, in material personal or family gain or enrichment at the
         expense of the Employer.

         For purposes of this paragraph, no act, or failure to act, on the
Executive's part shall be considered "willful" unless done or omitted to be
done, by the Executive not in good faith and without reasonable belief that the
Executive's action or omission was in the best interests of the Company. In the
event that the Executive alleges that the failure to attempt to perform the
Executive's duties and responsibilities is due to a physical or mental illness,
and thus not "Cause" under (i) above, the Executive shall be required to furnish
the Company with a written statement from a licensed physician who is reasonably
acceptable to the Company which confirms the Executive's inability to attempt to
perform due to such physical or mental illness. A termination for Cause after a
Change in Control shall be based only on events occurring after such Change in
Control; provided, however, the foregoing limitation shall not apply to an event
constituting Cause which was not discovered by the Company prior to a Change in
Control.

                  (e) "Change in Control" means the occurrence of any of the
         following:

                           (i) any "person" (as such term is used in Sections
         13(d) and 14(d) of the Exchange Act becomes the "beneficial owner" (as
         defined in Rule 13d-3 under the

                                       2
<PAGE>

         Exchange Act) directly or indirectly, of securities representing more
         than 50% of the total voting power represented by the Company's then
         outstanding voting securities;

                           (ii) a change in the composition of the Board, as a
         result of which fewer than a majority of the Directors are Incumbent
         Directors. "Incumbent Directors" shall mean Directors who either (A)
         are Directors of the Company as of the date hereof or (B) are elected
         or nominated for election, to the Board with the affirmative votes of
         at least a majority of the Incumbent Directors at the time of such
         election or nomination (but shall not include an individual whose
         election or nomination is in connection with an actual or threatened
         proxy contest relating to the election of Directors of the Company); or

                           (iii) the Company adopts, and the stockholders
         approve, if necessary, a plan of complete liquidation of the Company,
         or the Company sells or disposes of substantially all of its assets to
         any "person" or group of affiliated "persons" (as such term is used in
         Sections 13(d) and 14(d) of the Exchange Act), other than a spin-off or
         similar disposition to the stockholders of the Company; or

                           (iv) the Company is a party to a merger or
         consolidation in which the shareholders of the Company immediately
         prior to such transaction hold less than 50% of the total voting power
         of the resulting or surviving entity immediately after such transaction
         in approximately the same proportion as prior to such transaction.

         Only one Change in Control may occur under this Agreement.

                  (f) "COBRA" means the Consolidated Omnibus Budget
         Reconciliation Act of 1985, as amended.

                  (g) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (h) "Company" has the meaning ascribed to it in the preamble
         and in paragraph 14 hereof.

                  (i) "Effective Date" means February 18, 2004.

                  (j) "Employer" means the Company and its affiliates.

                  (k) "Employment Agreement" means the employment agreement
         between the Executive and the Company in effect on the Effective Date.

                  (l) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

                  (m) "Good Reason" means the occurrence or failure to cause the
         occurrence of any of the following events without the Executive's
         express written consent:

                                       3
<PAGE>

                           (i) any (A) diminution in the Executive's title from
         that which exists immediately prior to a Change in Control or (B) any
         material diminution in the Executive's duties, responsibilities,
         authority or reporting lines from that which exists immediately prior
         to a Change in Control (except in each case in connection with the
         termination of the Executive's employment for Cause or as a result of
         the Executive's death, or temporarily as a result of the Executive's
         illness or other absence), or (C) the assignment to the Executive of
         duties and responsibilities materially inconsistent with the position
         held by the Executive immediately prior to the Change in Control,
         excluding in the case of (B) or (C) an isolated, insubstantial and
         inadvertent action not taken in bad faith and which is remedied
         promptly after receipt of notice thereof given by the Executive;

                           (ii) a relocation of the Executive's principal
         business location to an area outside a 35 mile radius of the
         Executive's principal business location at the time of the Change in
         Control, or a material increase in the amount of travel required of
         Executive beyond that required prior to the Change in Control;

                           (iii) a reduction in the Executive's annual Base
         Salary;

                           (iv) a failure by the Company after a Change in
         Control to continue any annual bonus plan, program or arrangement in
         which the Executive is then entitled to participate (the "Bonus
         Plans"), provided that any such plan(s) may be modified at the
         Company's discretion from time to time but shall be deemed terminated
         if (A) any such plan does not remain substantially in the form in
         effect prior to such modification and (B) plans providing the Executive
         with substantially similar benefits are not substituted therefor
         ("Substitute Plans"), or a failure by the Company to continue the
         Executive as a participant in the Bonus Plans and Substitute Plans on
         at least the same basis as to the potential amount of the bonus and the
         achievability thereof as the Executive participated immediately prior
         to any change in such plans or awards, in accordance with the Bonus
         Plans and the Substitute Plans, provided that such action is not cured
         within 10 days after written notice thereof from the Executive to the
         Company;

                           (v) a failure to permit the Executive after the
         Change in Control to participate in cash or equity based incentive
         plans and programs (other than Bonus Plans) on a basis providing the
         Executive in the aggregate with an annualized award value in each
         fiscal year after the Change in Control at least equal to the aggregate
         annualized award value being provided by the Company to the Executive
         under such incentive plans and programs immediately prior to the Change
         in Control (with any awards intended not to be repeated on an annual
         basis allocated over the years the awards are intended to cover),
         provided that such action is not cured within 10 days after written
         notice thereof from the Executive to the Company;

                           (vi) the failure by the Company to continue to
         provide Executive with benefits substantially similar to those enjoyed
         by Executive under any of the Company's life insurance, medical,
         dental, accident, disability or pension plans or perquisites in which
         the Executive was participating at the time of the Change in Control,
         the taking of any action by the Company which would directly or
         indirectly materially reduce any of

                                       4
<PAGE>

         such benefits, or the failure by the Company to provide Executive with
         the number of paid vacation days to which he is entitled on the basis
         of years of service with the Company in accordance with the Company's
         normal vacation policy in effect at the time of the Change in Control;

                           (vii) a material breach by the Company of any other
         written agreement with the Executive or failure to timely pay any
         compensation obligation to the Executive that in either case remains
         uncured for 10 days after written notice of such breach is given by the
         Executive to the Company;

                           (viii) failure of any successor to assume in a
         writing delivered to Executive and reasonably satisfactory to Executive
         the obligations hereunder within 10 days after written notice by the
         Executive to the Company; or

                           (ix) any purported termination of Executive's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Sections 5 and 6 hereof, which purported
         termination shall not be effective for purposes of this Agreement.

                  (n) "Term" has the meaning ascribed to it in Section 2 hereof.

         2. TERM. The term of this Agreement shall commence on the Effective
Date and end on the earlier of (a) the termination of the Executive's employment
with the Company or (b) the third anniversary of the Effective Date (the "Term,"
as it may be extended or terminated); provided, however, that the Term shall be
automatically extended for successive additional one (1) year periods (the
"Additional Terms"), unless, at least 180 days prior to the end of the original
Term or the then Additional Term, the Company has notified the Executive in
writing that the Term shall not be extended and further provided, if a Change in
Control occurs prior to the end of the aforesaid period, the duration of this
Agreement shall be extended, if it would otherwise end prior thereto, until the
second anniversary of the date of such Change in Control, whether such two-year
period ends before or after the end of such aforesaid period. Notwithstanding
anything in this Agreement to the contrary, if the Company becomes obligated to
make any payment to the Executive pursuant to the terms hereof, then this
Agreement shall remain in effect for such purposes until all of the Company's
obligations hereunder are fulfilled.

         3. TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control
occurs during the Term and the Executive's employment by the Company is
terminated (a) by the Company without Cause or by the Executive for Good Reason
at any time during the period commencing on the date of the Change in Control
and ending on the second anniversary of the Change in Control or (b) by the
Company without Cause or by the Executive for Good Reason (based on Section
1(m)(i), (ii), (iii) and (iv) and without reference to the Change in Control
measurement date) at any time during the period commencing three months prior to
a Change in Control and ending immediately prior to the Change in Control and
the Executive demonstrates that such termination was requested by the party
taking control or was otherwise in anticipation of the Change in Control (Change
in Control Termination), then the Company shall pay or provide the Executive
with the payments and benefits provided under Section 4 hereof.

                                       5
<PAGE>

         4. COMPENSATION UPON TERMINATION. Subject to Section 9, in the event
that the Executive becomes entitled to payments or benefits pursuant to Section
3, then the Company shall pay or provide the Executive with the following
payments and benefits in lieu of any other termination, change in control,
separation, severance or similar benefits under the Employment Agreement or
under any other compensation arrangement with the Employer. The amounts
hereunder shall reduce and be in full satisfaction of any statutory entitlement
(including notice of termination, termination pay and/or severance pay) of the
Executive upon a termination of employment.

                  (a) Within 10 business days after the Date of Termination (or
         within 10 business days after the date of the Change in Control if the
         termination occurred within three months prior to the Change in Control
         and such amount was not previously paid): (i) any unpaid Base Salary
         through the Date of Termination and any accrued vacation; (ii) any
         unpaid bonus accrued with respect to the fiscal year ending on or
         preceding the date of termination; (iii) reimbursement for any
         unreimbursed expenses incurred through the Date of Termination; and
         (iv) all other payments, benefits or fringe benefits to which the
         Executive may be entitled subject to, and in accordance with, the terms
         of any applicable compensation arrangement or benefit (other than
         severance arrangements), equity or fringe benefit plan or program or
         grant.

                  (b) Within 10 business days after the Date of Termination (or
         within 10 business days after the date of the Change in Control if the
         termination occurred within three months prior to the Change in Control
         and such amount was not previously paid), a lump sum cash payment equal
         to three times the sum of the Executive's Base Salary and Bonus in
         effect on the date immediately preceding the Change in Control.

                  (c) Within 10 business days after the Date of Termination (or
         within 10 business days after the date of the Change in Control, if the
         termination occurred within three months prior to the Change in Control
         and such amount was not previously paid), payment of a pro-rata portion
         of the Bonus for the fiscal year to which the Bonus relates (determined
         by multiplying such amount by a fraction, the numerator of which is the
         number of days during the fiscal year of termination that the Executive
         is employed by the Company and the denominator of which is 365).

                  (d) Subject to the Executive's continued co-payment of
         premiums which shall not exceed the level of co-payment made by the
         Executive immediately prior to the date of the Change in Control,
         continued participation in all health plans which cover the Executive
         (and eligible dependents), including, without limitation, medical,
         dental and prescription drug coverage upon the same terms and
         conditions (except for the requirements of the Executive's continued
         employment) in effect on the date of termination until three years
         after the Date of Termination; provided, however, that in the event
         that the Executive obtains other employment that offers substantially
         similar or improved benefits, as to any particular health plan, the
         continuation of coverage by the Company for such similar or improved
         benefit under such plan shall immediately cease. To the extent, in the
         good faith judgment of the Company, such coverage cannot be provided
         under the Company's

                                       6
<PAGE>

         health plans without jeopardizing the tax status of such plans, for
         underwriting reasons or because of the tax impact on the Executive, the
         Company shall pay the Executive an amount equal to the cost to the
         Company for a similarly situated active employee fully grossed-up to
         cover taxes on such amount and the gross-up payment. Such period of
         medical coverage shall reduce and count against the Executive's rights
         to COBRA continuation coverage.

                  (e) Unless otherwise provided in any stock option grant
         agreements made after the Effective Date, all stock options to purchase
         shares of FECI common stock held by or for the benefit of the Executive
         shall become immediately fully vested and exercisable as of the Date of
         Termination for the Exercise Period set forth in such stock option
         grant agreements. Restricted stock shall vest in accordance with the
         terms of the restricted stock agreements.

         5. NOTICE OF TERMINATION. After a Change in Control, any purported
termination of the Executive's employment pursuant to Section 3 shall be
communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 17. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment.

         6. DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control,
shall mean the date specified in the Notice of Termination (which, in the case
of a termination by the Executive for Good Reason, shall not be less than five
days nor more than 60 days, from the date such Notice of Termination is given).
In the event of Notice of Termination by the Company, the Executive may treat
such notice as having a Date of Termination at any date between the date of the
receipt of such notice and the Date of Termination indicated in the Notice of
Termination by the Company; provided, that the Executive must give the Company
written notice of the Date of Termination if the Executive deems it to have
occurred prior to the Date of Termination indicated in the notice.

         7. EXCISE TAX. In the event that the Executive becomes entitled to
payments and/or benefits which would constitute "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, the provisions of Exhibit A shall
apply.

         8. NO DUTY TO MITIGATE/SET-OFF. In the event of any termination of the
Executive's employment, the Executive shall not be required to seek other
employment or to attempt in any way to reduce any amounts payable to the
Executive by the Company pursuant to this Agreement. Further, the amount of any
payment or benefit provided for in this Agreement shall not be reduced by any
compensation earned by the Executive or benefit provided to the Executive as the
result of employment by another employer or otherwise. The amounts payable
hereunder shall not be subject to set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive.

         9. NON-COMPETITION; CONFIDENTIALITY. (a) The Executive acknowledges
that the restrictive covenants (including, without limitation, confidentiality
and non-competition) in any

                                       7
<PAGE>

other agreement with the Company previously signed by the Executive (including
the Employment Agreement) shall not be affected by this Agreement and that the
restrictive covenants therein shall continue to apply after a Change in Control
or a termination of employment after a Change in Control in accordance with the
terms of such restrictive covenants.

                  (b) Furthermore, during the two-year period after the
         Termination Date, the Executive shall not, directly or indirectly, (i)
         induce, solicit, recruit or hire or attempt to induce, solicit, recruit
         or hire or aid others in inducing, soliciting, recruiting or hiring any
         employee of the Company, or in any way interfere with the relationship
         between the Company and an employee thereof, or (ii) in any way
         interfere with the relationship between the Company and any customer,
         supplier, licensee or other business relation thereof.

         10. RELEASE REQUIRED. Any amounts payable pursuant to this Agreement
(beyond amounts payable pursuant to Section 4(a)) shall only be payable if the
Executive delivers to the Company (and does not revoke) a release of all claims
of any kind whatsoever that the Executive has or may have against the Employer
and its officers, directors and employees, known or unknown, as of the Date of
Termination (other than claims to payments specifically payable hereunder,
claims under COBRA, claims to vested accrued benefits under the Employer's
employee benefit plans, claims relating to any rights of indemnification under
the Company's organizational documents or otherwise or claims relating to any
outstanding stock options or other equity-based award on the Date of
Termination) occurring up to the release date in such form as reasonably
required by the Company (but without ancillary provisions not directly related
to the release).

         11. LITIGATION SUPPORT. Subject to the Executive's other commitments,
following the Executive's receipt of any payments or benefits under this
Agreement, the Executive shall be reasonably available to cooperate with the
Company and provide information as to matters which the Executive was personally
involved, or has information on, during the Executive's employment with the
Company and which are or become the subject of litigation or other dispute.

         12. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration
conducted in Jacksonville, Florida under the Commercial Arbitration Rules then
prevailing of the American Arbitration Association and such submission shall
request the American Arbitration Association to: (a) appoint an arbitrator
experienced and knowledgeable concerning the matter then in dispute; (b) require
the testimony to be transcribed; (c) require the award to be accompanied by
findings of fact and the statement for reasons for the decision; and (d) request
the matter to be handled by and in accordance with the expedited procedures
provided for in the Commercial Arbitration Rules. The determination of the
arbitrators, which shall be based upon a de novo interpretation of this
Agreement, shall be final and binding and judgment may be entered on the
arbitrators' award in any court having jurisdiction.

         13. ATTORNEY'S FEES. In the event that a claim for payment or benefits
under this Agreement is disputed or the Executive is otherwise enforcing rights
under this Agreement, the Company shall promptly pay upon submission of
statements, all legal and other professional

                                       8
<PAGE>

fees, costs of arbitration and other expenses incurred by the Executive in
connection with any dispute concerning payments, benefits and other entitlements
under this Agreement; provided, however, the Company shall be reimbursed by the
Executive for (i) the fees and expenses advanced in the event the Executive's
claim is, in a material manner, in bad faith or frivolous and the arbitrator
determines that the reimbursement of such fees and expenses is appropriate, or
(ii) to the extent that the arbitrator determines that such legal and other
professional fees are clearly and demonstrably unreasonable.

         14. NO ASSIGNMENT. This Agreement shall not be assignable by the
Executive. This Agreement shall be assignable by the Company only by merger or
with all or a substantial portion of the assets of the Company. This Agreement
shall inure to the benefit and be binding upon the personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, legatees and permitted assignees of the parties hereto. If the Company
is acquired, consolidates or merges into or with, or transfers all or
substantially all of its assets to, another entity, the term "Company" as used
herein shall mean such other entity and this Agreement shall continue in full
force and effect. In the case of any transaction in which a successor would not
by the foregoing provision or operation of law be bound by this Agreement, the
Company shall require such successor expressly and unconditionally to assume and
agree to perform the Company's obligations under this Agreement, in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.

         15. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. This Agreement
constitutes the entire Agreement between the parties hereto pertaining to the
subject matter hereof and supersedes all existing agreements between them
concerning such subject matter (including, without limitation, the Employment
Agreement as it may apply with regard to a termination after a Change in Control
or with regard to a termination in anticipation of a Change in Control but not
any stock option or other equity agreement nor any plan or programs, except as
provided herein); provided, however, that in the event the Term ends before the
Company becomes obligated to make any payment to the Executive pursuant to the
terms hereof, the effect of this sentence regarding superceding existing
agreement as they apply to a termination of employment in connection with a
Change in Control shall be of no further force or effect. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. All references to any law shall be deemed also to refer
to any successor provisions to such laws.

         16. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                                       9
<PAGE>

         17. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, or sent by
registered mail, postage prepaid as follows:

         If to the Company, to:

                  Florida East Coast Industries, Inc.
                  One Malaga Street
                  St. Augustine, Florida 32084
                  Attention:  General Counsel

         If to the Executive, to the Executive's last shown address on the books
of the Company.

         Any such notice shall be deemed given when so delivered personally, or,
if mailed, five days after the date of deposit in the United States mail. Any
party may by notice given in accordance with this Section to the other parties,
designate another address or person for receipt of notices hereunder.

         18. SEPARABILITY. If any provisions of this Agreement shall be declared
to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect.

         19. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically
provided therein, (a) nothing in this Agreement shall prevent or limit the
Executive's continuing or future participation in any benefit, bonus, incentive,
equity or other plan or program provided by the Company and for which the
Executive may qualify, nor (b) shall anything herein limit or otherwise
prejudice such rights as the Executive may have under any other currently
existing plan, agreement as to employment or severance from employment with the
Company or statutory entitlements, provided, that to the extent such amounts are
paid under Section 4(a) hereof or otherwise, they shall not be due under any
such program, plan, agreement, or statute. Amounts that are vested benefits or
which the Executive is otherwise entitled to receive under any plan or program
of the Company, at or subsequent to the Date of Termination shall be payable in
accordance with such plan or program, except as otherwise specifically provided
herein.

         20. NOT AN AGREEMENT OF EMPLOYMENT. This is not an agreement assuring
employment and the Company reserves the right to terminate the Executive's
employment at any time with or without Cause, subject to the payment provisions
hereof if such termination is after, or within three months prior to, a Change
in Control. The Executive acknowledges that the Executive is aware that the
Executive shall have no claim against the Company hereunder or for deprivation
of the right to receive the amounts hereunder as a result of any termination
that does not specifically satisfy the requirements hereof. Except as provided
herein, the foregoing shall not affect the Executive's rights under any other
agreement with the Company.

         21. WITHHOLDING TAXES. The Company may withhold from all payments due
hereunder such federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.

                                       10
<PAGE>

         22. GOVERNING LAW. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the State of Florida, without reference
to rules relating to conflicts of law.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Executive has hereunto set the Executive's hand as of the date
first set forth above.

                                    FLORIDA EAST COAST INDUSTRIES, INC.



                                    By:  /s/ Robert W. Anestis
                                       -------------------------------------
                                    Name:    Robert W. Anestis
                                    Title:   Chairman

                                    EXECUTIVE



                                     By: /s/ Daniel H. Popky
                                        ------------------------------------
                                     Name:   Daniel H. Popky
                                     Title:  Executive Vice President, and Chief
                                               Financial Officer



                                       11
<PAGE>


                                    EXHIBIT A

                           GOLDEN PARACHUTE PROVISION

         (a) (i) In the event that the Executive shall become entitled to
payments and/or benefits provided by this Agreement or any other amounts in the
"nature of compensation" (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Company, any person whose actions
result in a change of ownership or effective control covered by Section
280G(b)(2) of the Code or any person affiliated with the Company or such person)
as a result of such change in ownership or effective control (collectively the
"Company Payments"), and such Company Payments will be subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may
hereafter be imposed by any taxing authority) the Company shall pay to the
Executive at the time specified in subsection (d) below (x) an additional amount
(the "Gross-up Payment") such that the net amount retained by the Executive,
after deduction of any Excise Tax on the Company Payments and any U.S. federal,
state, and for local income or payroll tax upon the Gross-up Payment provided
for by this paragraph (a), but before deduction for any U.S. federal, state, and
local income or payroll tax on the Company Payments, shall be equal to the
Company Payments and (y) an amount equal to the product of any deductions
disallowed for federal, state or local income tax purposes because of the
inclusion of the Gross-Up Payment in the Executive's adjusted gross income
multiplied by the highest applicable marginal rate of federal, state or local
income taxation, respectively, for the calendar year in which the Gross-Up
Payment is to be made.

         (ii) Notwithstanding the foregoing, if it shall be determined that the
Executive is entitled to a Gross-Up Payment, but that if the Company Payments
(other than that portion valued under Q&A 24(a) of the proposed regulations
under Section 280G of the Code (the "Cash Payments") are reduced by the amount
necessary such that the receipt of the Company Payments would not give rise to
any Excise Tax (the "Reduced Payment") and the Reduced Payment would not be less
than 90% of the Cash Payment, then no Gross-Up Payment shall be made to the
Executive and the Cash Payments, shall be reduced to the Reduced Payments. If
the Reduced Payments is to be effective, payments shall be reduced as mutually
agreed between the Company and the Executive or, in the event the parties cannot
agree, in the following order (1) any lump sum severance based on a multiple of
Base Salary or Bonus, (2) any other cash amounts payable to the Executive, and
(3) any benefits valued as parachute payments

         (iii) In the event that the Internal Revenue Service or court
ultimately makes a determination that the excess parachute payments plus the
base amount is an amount other than as determined initially, an appropriate
adjustment shall be made with regard to the Gross-Up Payment or Reduced Payment,
as applicable to reflect the final determination and the resulting impact on
whether (ii) applies.

         (b) For purposes of determining whether any of the Company Payments and
Gross-up Payments (collectively the "Total Payments") will be subject to the
Excise Tax and the amount of such Excise Tax, (x) the Total Payments shall be
treated as "parachute payments" within the meaning of Section 280G(b)(2) of the
Code, and all "parachute payments" in excess of the "base amount" (as defined
under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise


                                       12
<PAGE>

Tax, unless and except to the extent that, in the opinion of the Company's
independent certified public accountants appointed prior to any change in
ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel
selected by such accountants or the Company (the "Accountants") such Total
Payments (in whole or in part) either do not constitute "parachute payments,"
represent reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the "base amount" or are
otherwise not subject to the Excise Tax, and (y) the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the
Accountants in accordance with the principles of Section 280G of the Code. In
the event that the Accountants are serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Executive may
appoint another nationally recognized accounting firm to make the determinations
hereunder (which accounting firm shall then be referred to as the "Accountants"
hereunder). All determinations hereunder shall be made by the Accountants which
shall provide detailed supporting calculations both to the Company and the
Executive at such time as it is requested by the Company or the Executive. If
the Accountants determine that payments under this Agreement must be reduced
pursuant to this paragraph, they shall furnish the Executive with a written
opinion to such effect. The determination of the Accountants shall be final and
binding upon the Company and the Executive.

         (c) For purposes of determining the amount of the Gross-up Payment, the
Executive shall be deemed to pay U.S. federal income taxes at the highest
marginal rate of U.S. federal income taxation in the calendar year in which the
Gross-up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive's residence
for the calendar year in which the Company Payment is to be made, net of the
maximum reduction in U.S. federal income taxes which could be obtained from
deduction of such state and local taxes if paid in such year. In the event that
the Excise Tax is subsequently determined by the Accountants to be less than the
amount taken into account hereunder at the time the Gross-up Payment is made,
the Executive shall repay to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the prior Gross-up
Payment attributable to such reduction (plus the portion of the Gross-up Payment
attributable to the Excise Tax and U.S. federal, state and local income tax
imposed on the portion of the Gross-up Payment being repaid by the Executive if
such repayment results in a reduction in Excise Tax or a U.S. federal, state and
local income tax deduction), plus interest on the amount of such repayment at
the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the
foregoing, in the event any portion of the Gross-up Payment to be refunded to
the Company has been paid to any U.S. federal, state and local tax authority,
repayment thereof (and related amounts) shall not be required until actual
refund or credit of such portion has been made to the Executive, and interest
payable to the Company shall not exceed the interest received or credited to the
Executive by such tax authority for the period it held such portion. The
Executive and the Company shall mutually agree upon the course of action to be
pursued (and the method of allocating the expense thereof) if the Executive's
claim for refund or credit is denied.

         In the event that the Excise Tax is later determined by the Accountant
or the Internal Revenue Service to exceed the amount taken into account
hereunder at the time the Gross-up Payment is made (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-up Payment), the Company shall make an additional

                                       13
<PAGE>

Gross-up Payment in respect of such excess (plus any interest or penalties
payable with respect to such excess) at the time that the amount of such excess
is finally determined.

         (d) The Gross-up Payment or portion thereof provided for in subsection
(c) above shall be paid not later than the thirtieth (30th) day following an
event occurring which subjects the Executive to the Excise Tax; provided,
however, that if the amount of such Gross-up Payment or portion thereof cannot
be finally determined on or before such day, the Company shall pay to the
Executive on such day an estimate, as determined in good faith by the
Accountant, of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection
(c) hereof, as soon as the amount thereof can reasonably be determined, but in
no event later than the ninetieth day after the occurrence of the event
subjecting the Executive to the Excise Tax. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to the Executive, payable on
the fifth day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).

         (e) In the event of any controversy with the Internal Revenue Service
(or other taxing authority) with regard to the Excise Tax, the Executive shall
permit the Company to control issues related to the Excise Tax (at its expense),
provided that such issues do not potentially materially adversely affect the
Executive, but the Executive shall control any other issues. In the event the
issues are interrelated, the Executive and the Company shall in good faith
cooperate so as not to jeopardize resolution of either issue, but if the parties
cannot agree the Executive shall make the final determination with regard to the
issues. In the event of any conference with any taxing authority as to the
Excise Tax or associated income taxes, the Executive shall permit the
representative of the Company to accompany the Executive, and the Executive and
the Executive's representative shall cooperate with the Company and its
representative.

         (f) The Company shall be responsible for all charges of the Accountant.

         (g) The Company and the Executive shall promptly deliver to each other
copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax covered by
this Exhibit A.

                                       14
<PAGE>




                           RESTRICTED STOCK AGREEMENT

                              (LONG TERM INCENTIVE)

                                     BETWEEN

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       AND


                                 DANIEL H. POPKY






                            DATED: FEBRUARY 18, 2004





<PAGE>






         THIS AGREEMENT dated February 18, 2004, by and between Florida East
Coast Industries, Inc. (the "Corporation"), and Daniel H. Popky (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, Seventeen Thousand Five
Hundred (17,500) shares of the Corporation's 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

               February 18, 2005                 4,375
               February 18, 2006                 4,375
               February 18, 2007                 4,375
               February 18, 2008                 4,375

Notwithstanding the foregoing, upon the occurrence of a termination without
Cause or Resignation with Good Reason (as defined in the Employee's Employment
Agreement), Restrictions shall lapse in accordance with the following schedule:

<PAGE>

         a)       Restrictions shall lapse on 50% of the restricted stock
                  granted under this agreement in the event the Employee is
                  terminated without cause or Employee resigns with Good Reason
                  within nine (9) months of the date employment commences.

         b)       Restrictions shall lapse on all shares granted under this
                  restricted stock award in the event Employee is terminated
                  without cause or resigns with Good Reason after November 18,
                  2004 and, in any event, if a Change in Control Termination
                  occurs (as defined in the Change in Control Agreement of even
                  date).

         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), by the Employee without Good Reason (as
defined in the Employment Agreement) or due to death or disability.

         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


                                       2
<PAGE>

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.

         6. Delivery of Certificates. The Corporation may delay delivery of the
certificate for shares granted hereunder until (i) the admission of such shares
to listing on any stock exchange on which the Corporation's Common Stock may
then be listed, (ii) completion of any registration or other qualification of
such shares under any state or federal law regulation that the Corporation's
counsel shall determine as necessary or advisable, and (iii) receipt by the
Corporation of advice by counsel that all applicable legal requirements have
been complied with.

         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.

                                       3
<PAGE>

         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.

         (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:
         ----------------------                  -------------------------
         Daniel H. Popky                     Florida East Coast Industries, Inc
         2855 Alpine Road                    One Malaga Street
         Atlanta, GA  30305                  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

                                       4
<PAGE>

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 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:
                                                --------------------------------
                                                Chairman, President and Chief
                                                Executive Officer


Agreed and Accepted:


/s/ Daniel H. Popky
--------------------
Daniel H. Popky

                                       5