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                                                                    EXHIBIT 10.d







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                              EMPLOYMENT AGREEMENT

                                     between

                                JOHN D. McPHERSON

                                       and

                       FLORIDA EAST COAST INDUSTRIES, INC.

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                                                                February 2, 1999






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                                TABLE OF CONTENTS



                                                                           Page
                                                                           ----
 1.   Employment Period...................................................   1
 2.   Terms of Employment.................................................   1
      (a)      Position and Duties........................................   1
      (b)      Compensation...............................................   2
 3.   Termination of Employment...........................................   6
      (a)      Death or Disability........................................   6
      (b)      Cause......................................................   6
      (c)      Good Reason................................................   7
      (d)      Termination for Other Reasons..............................   7
      (e)      Notice of Termination......................................   7
      (f)      Date of Termination........................................   7
 4.   Obligations of FECI upon Termination................................   7
      (a)      Accelerating Event.........................................   7
      (b)      Good Reason; Other than for Cause, Death or Disability.....   8
      (c)      Death......................................................   8
      (d)      Cause; Other Than for Good Reason..........................   8
      (e)      Disability.................................................   9
      (f)      Nondisclosure to Media.....................................   9
 5.   Change in Control...................................................   9
      (a)      Defined....................................................   9
      (b)      Entitlement to Benefits....................................   9
      (c)      Accelerating Event.........................................  10
      (d)      Supplemental Payment to Executive..........................  10
 6.   Non-Exclusivity of Executive's Rights...............................  10
 7.   Confidential Information............................................  10
 8.   Non-Compete; Non-Solicitation.......................................  11
 9.   Remedies for Executive's Breach.....................................  12
10.   Dispute Resolution..................................................  12
11.   No Conflicting Obligations of Executive.............................  12
12.   Certain Obligations of FECI Regarding Stock Awards..................  12
13.   Indemnity of Executive..............................................  13
14.   Successors..........................................................  13
15.   Miscellaneous.......................................................  13



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                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
February 2, 1999, between JOHN D. McPHERSON, an individual (the "Executive"),
and FLORIDA EAST COAST INDUSTRIES, INC. ("FECI"), a Florida corporation, recites
and provides as follows:

                  WHEREAS, the Board of Directors of FECI (the "Board") desires
that FECI retain the services of the Executive, and the Executive desires to be
employed with FECI, 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, FECI and the Executive agree as follows:

                  1. Employment Period. FECI hereby agrees to employ the
Executive, and the Executive hereby agrees to accept employment by FECI, in
accordance with the terms and provisions of this Agreement, for the period
commencing on receipt by Canadian National of approval of the Surface
Transportation Board to exercise control of Illinois Central (but in any event
no later than July 31, 1999) (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 - Rail Operations of FECI and as Chief
Operating Officer of Florida East Coast Railway Company, a wholly owned
subsidiary of FECI, (the "Florida East Coast") and shall have such authority and
perform such executive duties as are commensurate with such positions and as are
otherwise assigned by the Board.

                           (ii) The Executive's services shall be performed at
FECI's headquarters in St. Augustine, Florida and other facilities of FECI and
its subsidiaries.

                           (iii) During the Employment Period, and excluding any
periods of vacation and leave to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of FECI 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 (A)
serve on corporate, civic, charitable, and professional association boards or
committees, subject to the approval of the Chief Executive Officer of FECI in
each instance, which approval shall not be unreasonably withheld, (B) deliver
lectures or fulfill speaking engagements and (C) manage personal investments, so
long as such activities do not materially interfere with the performance of the
Executive's responsibilities as an employee of FECI in accordance with this
Agreement.



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                   (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 semi-monthly basis, at the annual rate of not
less than Two Hundred Fifty Thousand Dollars ($250,000) per year. During the
Employment Period, the Annual Base Salary shall be reviewed at least annually by
the Compensation Committee of the Board (the "Compensation Committee"). Any
increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced and the term "Annual Base Salary" as used in this Agreement shall
mean the Annual Base Salary as so increased.

                           (ii) Signing Bonus. The Executive shall receive a
grant of restricted stock for four thousand three hundred (4,300) shares of FECI
common stock issued under the FECI 1998 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 FECI for Cause (as
hereinafter defined in Section 3(b)) or resigns from employment with FECI
without Good Reason (as hereinafter defined in Section 3(c)). The restriction
period shall lapse with respect to such shares in equal annual installments on
each of the first and second anniversaries of the Effective Date.
Notwithstanding the foregoing, the restriction period shall lapse immediately as
to all such shares in the event that an Accelerating Event (as hereinafter
defined in Section 4(a)) occurs. 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 award
shall be evidenced by a written restricted stock award agreement between FECI
and the Executive, the terms of which shall be agreed to by the parties in good
faith as soon as practical.

                           (iii) Short-Term Incentive Bonus. In addition to
Annual Base Salary, during the Employment Period the Executive shall participate
in an annual incentive bonus 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 shall
receive up to fifty percent (50%) of Annual Base Salary for attainment of
certain target performance goals (prorated for any partial year of employment),
with a maximum bonus of one hundred percent (100%) of Annual Base Salary for
extraordinary performance (prorated for any partial year of employment). The
Compensation Committee will establish the performance criteria and goals in
consultation with the Executive. The bonus payable pursuant to this Section
2(b)(iii) for any fiscal year shall be paid to the Executive no later than the
30th day following the issuance of the audited financial statements of FECI for
such year.

                           (iv) Long-Term Incentives: Restricted Stock. The
Executive shall receive a grant of restricted stock for ten thousand (10,000)
shares of FECI common stock issued under the FECI 1998 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 FECI
for Cause (as hereinafter defined in Section 3(b)) or resigns from employment
with FECI without Good Reason (as hereinafter defined in Section 3(c)). The
restriction period shall lapse with respect to 

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such shares in equal annual installments on the first through fifth
anniversaries of the Effective Date. Notwithstanding the foregoing, the
restriction period shall lapse immediately as to all such shares in the event
that an Accelerating Event (as hereinafter defined in Section 4(a)) occurs. 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 award shall be evidenced by a written
restricted stock award agreement between FECI and the Executive, the terms of
which shall be agreed to by the parties in good faith as soon as practical.

                           (v) Long-Term Incentives: Basic Stock Options. The
Executive shall receive a grant of non-statutory stock options on fifty thousand
(50,000) shares of FECI common stock issued under the FECI 1998 Stock Incentive
Plan. The options shall have a term of ten (10) years (subject to earlier
expiration as hereinafter provided), shall have an exercise price equal to one
hundred percent (100%) of the fair market value, as of the close of trading on
the date of this Agreement (being $27.4375) of the shares of common stock
subject to such stock options, and shall vest and become exercisable in five (5)
equal annual installments on the first through the fifth anniversaries of the
Effective Date; provided, however, that such stock options shall vest
immediately and become exercisable in their entirety in the event that an
Accelerating Event (as hereinafter defined in Section 4(a)) occurs. To the
extent not previously exercised, all such stock options shall expire immediately
following the Date of Termination (as hereinafter defined in Section 3(f));
provided, however, that the Executive, or his heirs or legal representatives in
the event of the Executive's death, may exercise all or any part of such stock
options as were exercisable as of the close of business on the Date of
Termination for a period of two (2) years following such Date of Termination in
the event (i) an Accelerating Event (as hereinafter defined in Section 4(a))
occurs; or (ii) the Executive retires at normal retirement age under any
retirement plan of FECI. Such stock options shall include a provision for
adjustment in the option price to reflect any extraordinary distribution made
with respect to the common stock during the term of the options. In the event of
a capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, spinoff, a combination or exchange of
shares or other transaction having a similar substantive effect, the number
shares of stock subject to the stock options and the option price shall be
equitably adjusted. Such stock options shall be evidenced by a written stock
option award agreement between FECI and the Executive, the terms of which shall
be agreed to by the parties in good faith as soon as practical.

                           (vi) Long Term Incentives: Supplemental Stock
Options. The Executive shall receive a grant of non-statutory stock options on
fifty thousand (50,000) shares of FECI common stock issued under the FECI 1998
Stock Incentive Plan. The options shall have a term of ten (10) years (subject
to earlier expiration as hereinafter provided), shall have an exercise price
equal to one hundred percent (100%) of the fair market value, as of the close of
trading on the date of this Agreement (being $27.4375) of the shares of common
stock subject to such stock options, and shall vest and become exercisable
immediately upon the earlier of (i) the first date as of which the average
closing price of a share of FECI common stock over twenty (20) consecutive
trading days is not less than Fifty Dollars ($50.00); (ii) the occurrence of an
Accelerating Event (as hereinafter defined in Section 4(a)); or (iii) the fifth
anniversary of the Effective Date. To the extent not previously exercised, all
such stock options shall expire immediately following the Date of Termination
(as hereinafter defined in Section 3(f)); provided, 



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however, that the Executive, or his heirs or legal representatives in the event
of the Executive's death, may exercise all or any part of such stock option as
was exercisable as of the close of business on the Date of Termination for a
period of two (2) years following such Date of Termination in the event (i) the
occurrence of an Accelerating Event (as hereinafter defined in Section 4(a)); or
(ii) the Executive retires at normal retirement age under any retirement plan of
FECI. Such stock options shall include a provision for adjustment in the option
price to reflect any extraordinary distribution made with respect to the common
stock during the term of the options. In the event of a capital adjustment
resulting from a stock dividend, stock split, reorganization, merger,
consolidation, spinoff, a combination or exchange of shares or other transaction
having a similar substantive effect, the number shares of stock subject to the
stock options and the option price shall be equitably adjusted. Such stock
option shall be evidenced by a written stock option award agreement between FECI
and the Executive, the terms of which shall be agreed to by the parties in good
faith as soon as practical.

                           (vii) Long-Term Incentives: Subsequent Option Grants.
During the Employment Period, the Executive shall be entitled to participate in
long-term equity incentive plans and programs applicable generally to other peer
executives of FECI and the Florida East Coast. Such participation shall commence
with respect to FECI's 1999 fiscal year. Such plans and programs shall be
structured such that the Executive shall receive option grants with targeted
annual grant value (using valuation methods consistent with those used by FECI
for financial reporting purposes) between one hundred percent (100%) and one
hundred twenty-five percent (125%) of Annual Base Salary for attainment of
certain target performance goals (prorated for any partial year of employment).
The Compensation Committee will establish the performance criteria and goals in
consultation with the Executive.

                           (viii) 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 executive of FECI and the Florida East Coast.

                           (ix) 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
FECI and the Florida East Coast (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of FECI and the Florida East
Coast.

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

                           (xi) Relocation Expense. FECI shall make the
Executive whole by reimbursing him for all reasonable costs associated with his
relocation from Chicago, 



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Illinois to the St. Augustine, Florida, area, whether incurred before or after
the Effective Date. Such costs shall include, without limitation, closing costs
associated with the sale of the Executive's Chicago 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, title insurance fees, recording fees, tax stamps,
transfer taxes, survey fees and costs of pest, radon and home inspections. FECI
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 Chicago
residence to his new primary residence in Florida. FECI shall pay for the
Executive's reasonable temporary living costs in the St. Augustine area for up
to three (3) months (or such later time as may be requested by the Executive and
approved by the Chief Executive Officer of FECI, which approval shall not be
unreasonably withheld) until Executive is moved into his new residence in
Florida. FECI will pay the costs associated with a reasonable number of trips to
St. Augustine for the Executive and his spouse to look for a new residence. In
addition, in the event that the Executive's Chicago residence is placed on the
market for sale at a reasonable price and is not sold within ninety (90) days
after being placed on the market, at the Executive's request FECI shall provide
the Executive with an interest-free bridge loan for a term of up to twelve (12)
months for an amount up to the asking price of the Chicago residence, which loan
shall be repayable upon the earlier of five (5) days following the closing of
the sale of the Chicago residence or the first anniversary of the making of such
loan. In addition, FECI shall pay the Executive an amount determined by its
accountants equal to the Executive's federal, state and local taxes on the
foregoing reimbursement and imputed interest under the aforesaid loan (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.

                           (xii) 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 FECI and the Florida East Coast as in effect generally from time
to time after the Effective Date with respect to other peer executives of FECI
and the Florida East Coast.

                           (xiii) Office and Support Staff. During the
Employment Period, the Executive shall be entitled to an office and support
staff at least equal to the most favorable of the foregoing provided generally
from time to time after the Effective Date with respect to other peer executives
of FECI and the Florida East Coast.

                           (xiv) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of FECI and the Florida East
Coast as in effect generally from time to time after the Effective Date with
respect to other peer executives of FECI and the Florida East Coast.

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



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                           (xvi) Golden Parachute Excise Tax. If FECI determines
that any amounts payable under this Agreement are subject to the excise tax
imposed under Code Section 4999 on "excess parachute payments", FECI will
compute the excise tax imposed under Code Section 4999 and shall pay that amount
to the Executive, including any federal, state, local and excise taxes imposed
on the foregoing payment under this Section 2(b)(xvi). The determination will be
made before the taxes are due and payable by the Executive, to the extent
possible. The calculations under this Section will be made in a manner
consistent with the requirements of Code Sections 280G and 4999, as in effect at
the time the calculations are made.

                           (xvii) Right to Change Plans. FECI shall not be
obligated to institute, maintain or refrain from changing, amending or
discontinuing any benefit plan, program, or perquisite referred to in Sections
2(b)(viii), 2(b)(ix) and 2(b)(xii), so long as such changes are similarly
applicable to other FECI executives.

                  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 FECI 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 FECI shall terminate
upon a date selected by FECI. 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 FECI 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
FECI 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. FECI may terminate the Executive's employment for
Cause. For purposes of this Agreement, "Cause" shall mean (i) a material breach
by the Executive of the Executive's obligations under this Agreement (other than
as a result of incapacity due to physical or mental illness) which is
demonstrably willful and deliberate on the Executive's part, which is committed
in bad faith or without reasonable belief that such breach is in the best
interests of FECI and which is not remedied in a reasonable period of time after
receipt of notice from FECI specifying such breach; (ii) the conviction of the
Executive for committing an act of fraud, embezzlement, theft or other act
constituting a felony or the guilty or nolo contendere plea of the Executive to
such a felony; (iii) insubordination or the willful engaging by Executive in
gross misconduct or the willful violation of an FECI policy which results in
material and demonstrable injury to FECI; or (iv) a material act of dishonesty
or breach of trust on the part of the Executive resulting or intending to result
directly or indirectly in material personal gain or enrichment at the expense of
FECI. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel for
FECI shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of FECI.



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                  (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) the assignment to the Executive of any duties
inconsistent in any material respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2(a) of this Agreement, or any other
action by FECI which results in a material diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated
and insubstantial action not taken in bad faith and which is remedied by FECI
promptly after receipt of notice thereof given by the Executive; or

                           (ii) any failure by FECI 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. FECI 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 FECI 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 FECI to set forth in the Notice of
Termination any fact or circumstance shall not waive any right of the Executive
or FECI hereunder or preclude the Executive or FECI from asserting such fact or
circumstance in enforcing the Executive's or FECI'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 be not 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 FECI 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 cases, the date of receipt of the Notice of Termination or any
permitted later date specified therein, as the case may be.

                  4. Obligations of FECI upon Termination.

                  (a) Accelerating Event. As used in this Agreement, the term
"Accelerating Event" shall mean any of the following: (i) the Executive's
employment



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terminates under the circumstances described in Section 3(a), (ii) the Executive
is discharged without Cause, (iii) the Executive resigns with Good Reason, or
(iv) the accrual of Change in Control Entitlements (as defined in Section 5(b)).

                  (b) Good Reason; Other than for Cause, Death or Disability.
If, during the Employment Period, FECI shall terminate the Executive's
employment other than for Cause, death or Disability or the Executive shall
terminate employment for Good Reason:

                           (i) FECI 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; (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, expense 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 eighteen (18)
monthly installments beginning thirty (30) days following the Date of
Termination an amount equal to the sum of one hundred fifty percent (150%) of
the Executive's Annual Base Salary plus fifty percent (50%) of the payment made
under Section 2(b)(iii), if any, with respect to the most recently completed
fiscal year of FECI; and

                           (iii) For eighteen (18) months following the Date of
Termination, or such longer period as any plan, program, practice or policy may
provide, FECI shall 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)(ix) if the Executive's employment had not been terminated, in
accordance with the most favorable plans, practices, programs or policies of
FECI and the Florida East Coast as in effect generally at any time thereafter
with respect to other peer executives of FECI and the Florida East Coast and
their families ("Welfare Benefit Continuation"). If the Executive becomes
reemployed with another employer and is eligible to receive medical or other
welfare benefits under another employer-provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility.

                  (c) 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 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) and the timely payment or provision of the
Welfare Benefit Continuation.

                  (d) 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



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than the obligation to pay to the Executive the Accrued Obligations and the
amount of any compensation previously deferred by the Executive, in each case to
the extent theretofore unpaid, all of which shall be paid in cash within thirty
(30) days of the Date of Termination.

                  (e) 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 FECI and the Florida East Coast and their families.

                  (f) Nondisclosure to Media. After the Date of Termination, the
Executive and FECI 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.

                  5. Change in Control.

                  (a) Defined. For purposes of this Agreement, a "Change in
Control" of FECI shall be deemed to have occurred as of the first day that any
one or more of the following conditions shall have occurred:

                           (i) Any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act")),
other than the present majority owner, The St. Joe Company, or any
majority-owned subsidiary of The St. Joe Company becomes the "beneficial owner"
(as defined in Rule 13-d under the Act) directly or indirectly, of securities
representing more than fifty percent (50%) of the total voting power represented
by FECI's then outstanding voting securities; or

                           (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 FECI
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 FECI); or

FECI merges or consolidates with any other corporation, including The St. Joe
Company or any subsidiary thereof, or FECI adopts, and the stockholders approve,
if necessary, a plan of complete liquidation of FECI, or FECI sells or disposes
of substantially all of its assets.

                  (b) Entitlement to Benefits. The Executive shall be entitled
to certain additional benefits upon a Change in Control if:



                                       9
<PAGE>   12

                           (i) within two (2) years following a Change in
Control, FECI either (A) substantially reduces the duties or responsibilities of
the Executive from those in effect immediately prior to such occurrence or (B)
reduces the Annual Base Salary other than a reduction which is a part of an
organization-wide salary reduction plan; or

                           (ii) within the period which is the last ninety (90)
days of the first year after the occurrence of a Change in Control, the
Executive voluntarily resigns his employment hereunder for any reason.

The accrual of such entitlements is referred to herein as "Change in Control
Entitlement."

                  (c) Accelerating Event. A Change in Control Entitlement shall
be an Accelerating Event as defined in Section 4(a).

                  (d) Supplemental Payment to Executive. Upon the accrual of
Change in Control Entitlement, FECI shall pay to the Executive in a lump sum in
cash within thirty (30) days of the date of such Change in Control, an amount
equal to two (2) times the Annual Base Salary.

                  6. Non-Exclusivity of Executive's Rights. Except as provided
in Sections 4(b)(iii), 4(c) and 4(e), nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by FECI or the Florida East Coast and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with FECI the
Florida East Coast. 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 FECI or the Florida East Coast 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 FECI all secret or confidential information, knowledge or data
relating to FECI or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by FECI 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 FECI, the Executive shall not,
without the prior written consent of FECI 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 FECI and those designated by it. In no event shall
an asserted violation of the provisions of this Section 7 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under
this Agreement.

                  (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 



                                       10
<PAGE>   13

the business of FECI, 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 FECI.
Executive shall use such materials solely for the benefit of FECI and shall not
divulge any such materials other than in furtherance of FECI's interests.
Executive hereby agrees that he will return all such materials, including
copies, to FECI 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-Compete; Non-Solicitation.

                  (a) 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 FECI (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 Florida East Coast's business at the
date the Executive ceases to be employed by FECI (collectively, a "Competitor");
provided, however, that the restrictions set forth above shall immediately
terminate and shall be of no further force or effect (i) in the event of a
default by FECI of the performance of any of the obligations hereunder, which
default is not cured within ten (10) days after notice thereof, or (ii) if the
Executive's employment has been terminated by FECI other than for Cause, or
(iii) if the Executive resigns for Good Reason provided that the Executive gives
written notice to FECI whenever during the Non-Competition Period that he
desires to accept employment with a Competitor; and that the payment specified
in Section 4(b)(ii) hereof shall be mitigated by the amount of salary and pro
rata target bonus payable to the Executive by the Competitor based on the
Executive's initial terms of employment and attributable to employment during
the Non-Competition Period. 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 or attempt to induce or aid others in
inducing an employee of FECI or the Florida East Coast to leave the employ of
FECI or the Florida East Coast, or in any way interfere with the relationship
between FECI and/or the Florida East Coast and an employee thereof except in the
proper exercise of the Executive's authority, or (ii) in any way interfere with
the relationship between FECI and/or the Florida East Coast 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.



                                       11
<PAGE>   14

                  (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 FECI or any of its affiliates,
whether or not predicated 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 provision of Sections 7 or 8 and such violation continues after
notice thereof to the Executive and the expiration of a reasonable opportunity
to cure, then FECI may thereafter terminate the payment of any post-termination
benefits hereunder, and FECI 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 FECI. Therefore, FECI shall be
entitled to pursue any and all legal and equitable remedies, including but not
limited to any injunctions.

                  10. 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 or any claim
that FECI has in any way violated the non-discrimination and/or other provisions
of Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination
in Employment Act of 1967, as amended; the Americans 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 FECI. 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, FECI 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 other person, and that
he has no rights or obligations except as previously disclosed to FECI which may
conflict with the interests of FECI or with the performance of the Executive's
duties and obligations under this Agreement. Executive agrees to notify FECI
immediately if any such conflicts occur in the future.

                  12. Certain Obligations of FECI Regarding Stock Awards. At its
expense, and as soon as practicable hereafter, with respect to the shares of
common stock described in Section 2(b)(ii) and 2(b)(iv) and the shares of common
stock issuable upon exercise of the stock options described in Section 2(b)(v)
and 2(b)(vi), FECI shall (i) seek the approval of its shareholders with regard
to the grant of such restricted stock and stock options, (ii) register such
shares under the Securities Act of 1933, as amended, on Form S-8, (iii) qualify
such shares 



                                       12
<PAGE>   15

for issuance under all applicable state securities laws and (iv) ensure that
such shares are listed for trading on the New York Stock Exchange.
Notwithstanding any other provision of this Agreement to the contrary, FECI
shall be under no obligation to issue any shares of common stock to the
Executive pursuant to this Agreement until, in accordance with the immediately
preceding sentence, such shares are so registered and qualified and either (x)
FECI is able to repurchase in the open market or private transactions, on a
legal, practical and prudent basis, a number of shares of common stock equal to
the number issuable to the Executive or (y) shares of common stock which are
listed for trading on the New York Stock Exchange are otherwise available for
issuance by FECI hereunder. With respect to the shares of common stock described
in Section 2(b)(ii) and Section 2(b)(iv), in the event that the issuance of any
such shares to the Executive shall be delayed by reason of the provisions of
this Section, FECI shall pay to the Executive in cash on the date of issuance of
such shares in the amount or cash-equivalent thereof that would have been paid
to the Executive as dividends or other distributions payable with respect to
such shares had such issuance not been so delayed.

                  13. Indemnity of Executive. FECI shall indemnify and defend
the Executive against all claims relating to the performance of his duties
hereunder to the fullest extent permitted by FECI'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. During the continuance of the Executive's employment
hereunder, FECI shall maintain in effect uninterrupted standard directors and
officers liability insurance coverage insuring the Executive against such
claims, with limits of coverage of not less than $10,000,000 per occurrence and
without deductibles, which insurance shall include a standard SEC coverage
endorsement.

                  14. Successors.

                  (a) This Agreement is personal to the Executive and without
the prior consent of FECI 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 FECI and its successors and assigns.

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

                  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 



                                       13
<PAGE>   16

captions of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified otherwise than
by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

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

         If to the Executive to:        If to FECI to:
         ----------------------         -------------

         John D. McPherson.             Florida East Coast Industries, Inc.
         137 Circle Ridge Drive         One Malaga Street
         Hinsdale, IL  60521            St. Augustine, FL 32084
         Facsimile:  630/323-9855       Attention:  Corporate Secretary
                                        Facsimile:  904/396-4042

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) 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.

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

                  (e) FECI 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.

                  (f) The Executive's or FECI'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 FECI 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.

                  (g) Any entitlements to the Executive created under Section
2(b) shall be contract rights to the extent not prohibited by law, except as
provided in Section 2(b)(xvii).


                                       14
<PAGE>   17

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, FECI 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
                                      ------------------------------------------
                                            Chairman and Chief Executive Officer


                                   Executive:


                                          /s/ John D. McPherson
                                   ---------------------------------------------
                                            John D. McPherson



                                       15
<PAGE>   18








                          BASIC STOCK OPTION AGREEMENT

                                     between

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       and

                                JOHN D. McPHERSON










                                                                February 2, 1999





<PAGE>   19

         THIS AGREEMENT, dated February 2, 1999 between Florida East Coast
Industries, Inc. (the "Company"), and John D. McPherson (the "Employee") is made
pursuant to the provisions of Section 2(b)(v) of that certain Employment
Agreement of even date herewith between the Company and the Employee (the
"Employment Agreement").

         In fulfillment of the aforesaid provisions of the Employment Agreement,
the parties agree as follows:

                  1. Non-Statutory Option. Under the Company's 1998 Stock
         Incentive Plan, as amended (the "Plan"), the Company hereby grants the
         Employee a non-statutory option ("NSO") to purchase from the Company
         50,000 shares of the Company's Common Stock. The exercise price of the
         NSO is $27.4375 per share, being the fair market value of the Company's
         Common Stock on the date hereof.

                  2. Shareholder Approval. The NSO is granted subject to
         shareholder approval of the First Amendment to the Plan dated October
         1, 1998, which approval shall be sought by the Company at the next
         meeting of shareholders following grant of this NSO.

                  3. Entitlement to Exercise the NSO. The grant of the NSO is
         subject to the following terms and conditions:

                               (a) Vesting. One-fifth of the NSO, 10,000 shares,
                  shall vest on and may be exercised at any time on or after
                  February 2, 2000. Another one-fifth of the NSO, 10,000 shares,
                  shall vest on and may be exercised at any time on or after
                  February 2, 2001. Another one-fifth of the NSO, 10,000 shares,
                  shall on vest and may be exercised at any time on or after
                  February 2, 2002. Another one-fifth of the NSO, 10,000 shares,
                  shall vest on and may be exercised at any time on or after
                  February 2, 2003. The remaining one-fifth of the NSO, 10,000
                  shares, shall vest on and may be exercised at any time on or
                  after February 2, 2004. In addition, all of the NSO shall vest
                  on and may be exercised at any time on or after



<PAGE>   20

                  an Accelerating Event (as defined in Section 4(a) of the
                  Employment Agreement). The vesting of any portion of the NSO
                  is conditioned on the Employee's continued employment by the
                  Company or a parent or subsidiary of the Company as of the
                  relevant vesting date.

                               (b) Exercise Period. Except as otherwise stated
                  in this Agreement, the vested portion of the NSO may be
                  exercised, in whole or in part, from the dates described in
                  subsections (a) above until the earliest of (i) February 2,
                  2009, (ii) two years following the effective date that the
                  Employee's employment terminates by reason of an Accelerating
                  Event (as defined in Section 4(a) of the Employment Agreement)
                  or normal retirement (as determined under any retirement plan
                  of the Company), or (iii) the effective date that the Employee
                  terminates employment for any other reason (but in no event
                  earlier than two years following the accrual of Change in
                  Control Entitlement (as defined in Section 5(b) of the
                  Employment Agreement)).

                               (c) Exercise Following Death. If the Employee
                  dies while employed by the Company or a parent or subsidiary
                  corporation, then the person to whom the Employee's rights
                  under the NSO shall have passed by will or by the laws of
                  distribution may exercise any of the NSO within two years
                  after the Employee's death.

                  4. Payment Under NSO. Payment of the NSO price may be made in
         cash, in shares of the Company's Common Stock, or in any combination
         thereof. If shares of the Company's Common Stock are delivered to make
         any such payment, the shares shall be valued at the fair market value
         (as defined below) thereof on the date of exercise of the NSO. For
         purposes of this Agreement, "fair market value" means, as of any given
         date, the closing price of the Company'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.



                                       2
<PAGE>   21

                  5. Limited Transferability of NSO. The NSO is not transferable
         (other than by will or by the laws of descent and distribution) and,
         except as otherwise stated in this Agreement, may be exercised during
         the Employee's lifetime only by the Employee.

                  6. Adjustments. The NSO shall be equitably adjusted with
         respect to the exercise price to reflect any extraordinary distribution
         made with respect to the Company's Common Stock during the term of the
         options. In the event of a capital adjustment resulting from a stock
         dividend, stock split, reorganization, merger, consolidation, spinoff,
         a combination or exchange of shares or other transaction having a
         similar substantive effect, the number of shares of stock subject to
         the NSO and the exercise price shall be equitably adjusted.

                  7. Exercise. The vested portion of the NSO may be exercised in
         whole or in part, but only with respect to whole shares of the
         Company's Common Stock, and may be exercised more than once until all
         shares which are subject to the NSO have been purchased. An NSO may be
         exercised by delivery to the Company of written notice stating the
         number of shares elected to be purchased, and by payment to the Company
         as described in paragraph 4.

                  8. Withholding. By signing this Agreement, the Employee agrees
         to make arrangements satisfactory to the Company to comply with any
         income tax withholding requirements that may apply upon the exercise of
         the NSO or the disposition of the Company's Common Stock received upon
         the exercise of the NSO. The Employee will be entitled to elect to
         satisfy his tax withholding obligation by the withholding by the
         Company, at the appropriate time, of shares of the Company's Common
         Stock otherwise issuable to the Employee under this Agreement in a
         number sufficient, based upon the fair market value (as defined above)
         of such Common Stock on the relevant date, to satisfy such tax
         withholding requirements.

                  9. Delivery of Certificates. The Company may delay delivery of
         the certificate for shares purchased pursuant to the exercise of an NSO
         until (i) the admission of such shares to listing on any stock exchange
         on which the Company's Common Stock may then be listed, (ii) completion
         of any registration or other qualification of such shares



                                       3
<PAGE>   22

         under any state or federal law regulation that the Company's counsel
         shall determine as necessary or advisable, and (iii) receipt by the
         Company of advice by counsel that all applicable legal requirements
         have been complied with.

                  10. 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 Company. 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.

                  11. 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 and Section 12 of 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, 



                                       4
<PAGE>   23

         return receipt requested, postage prepaid, or by telecopier, or by
         courier, addressed as follows:

              If to the Employee to:         If to the Company to:
              ---------------------          --------------------
              John D. McPherson              Florida East Coast Industries, Inc.
              137 Circle Ridge Drive         One Malaga Street
              Hinsdale, IL  60521            St. Augustine, FL 32084
              Facsimile:  630/323-9855       Attention:  Treasurer
                                             Facsimile:  904/396-4042

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

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

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

                           (f) The Employee's or the Company'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 Company may have hereunder, shall not be 



                                       5
<PAGE>   24

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


                                     FLORIDA EAST COAST INDUSTRIES, INC.



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



Agreed and Accepted:

/s/ John D. McPherson
--------------------------------
JOHN D. McPHERSON



                                       6
<PAGE>   25





                           RESTRICTED STOCK AGREEMENT

                              (Long Term Incentive)

                                     between

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       and

                                JOHN D. McPHERSON







                                                                February 2, 1999


<PAGE>   26

         THIS AGREEMENT, dated February 2, 1999 between Florida East Coast
Industries, Inc. (the "Company"), and John D. McPherson (the "Employee") is made
pursuant to the provisions of Section 2(b)(iv) of that certain Employment
Agreement of even date herewith between the Company and the Employee (the
"Employment Agreement").

         In fulfillment of the aforesaid provisions of the Employment Agreement,
the parties agree as follows:

         1. Grant of Restricted Stock. Under the Company's 1998 Stock Incentive
         Plan, as amended (the "Plan"), the Company hereby grants to the
         Employee, subject to the terms and conditions herein set forth, ten
         thousand (10,000) shares of the Company'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) Restrictions and Lapse of Restrictions. The Restricted
         Stock shall be subject to the Employee's continued employment by the
         Company or a parent or subsidiary corporation (the "Restrictions"),
         which shall lapse according to the following schedule as of the stated
         yearly anniversaries of the date hereof (each an "Anniversary Date"):

                     Anniversary          Unrestricted
                         Date              Percentage
                    ---------------      ---------------

                    First                        20%
                    Second                       40%
                    Third                        60%



<PAGE>   27

                     Anniversary          Unrestricted
                         Date              Percentage
                    ---------------      ---------------

                    Fourth                       80%
                    Fifth                       100%

         Notwithstanding the foregoing, upon the occurrence of an Accelerating
         Event (as defined in Section 4(a) of the Employment Agreement), all
         Restrictions shall lapse upon the date of such Accelerating Event.

         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
         Company or a parent or subsidiary corporation is terminated by the
         Company for Cause (as defined in Section 3(b) of the Employment
         Agreement) or by the Employee without Good Reason (as defined in
         Section 3(c) of the Employment Agreement).

         4. Dividends/Distributions. The Company 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 Company 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 Company, at the
         appropriate time, of shares of the Company's Common Stock from the
         Restricted Stock in a number sufficient, based upon the fair market
         value (as defined below) of such Common Stock on the relevant date, 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 Company'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 



                                       2
<PAGE>   28

         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 Company 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 Company'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 Company's counsel shall determine as necessary or
         advisable, and (iii) receipt by the Company 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 Company. The Federal and State courts located
         in the United States of America are hereby given jurisdiction to render
         judgment upon, and to enforce, each arbitration award, and the parties
         hereby expressly consent and submit to the jurisdiction of such courts.

         8. Miscellaneous.

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



                                       3
<PAGE>   29

                  (b) This Agreement and Section 12 of 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, addressed as follows:

                 If to the Employee to:      If to the Company to:
                 ---------------------       --------------------
                 John D. McPherson           Florida East Coast Industries, Inc.
                 137 Circle Ridge Drive      One Malaga Street
                 Hinsdale, IL  60521         St. Augustine, FL 32084
                 Facsimile:  630/323-9855    Attention:  Treasurer
                                             Facsimile:  904/396-4042

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

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

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



                                       4
<PAGE>   30

                  (f) The Employee's or the Company'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
         Company 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  /s/ Robert W. Anestis
                                         ---------------------------------------
                                            Chairman and Chief Executive Officer



Agreed and Accepted:

/s/ John D. McPherson
--------------------------------
JOHN D. McPHERSON




                                       5
<PAGE>   31




                           RESTRICTED STOCK AGREEMENT

                                 (Signing Bonus)

                                     between

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       and

                                JOHN D. McPHERSON





                                                              February 2, 1999


<PAGE>   32

         THIS AGREEMENT, dated February 2, 1999 between Florida East Coast
Industries, Inc. (the "Company"), and John D. McPherson (the "Employee") is made
pursuant to the provisions of Section 2(b)(ii) of that certain Employment
Agreement of even date herewith between the Company and the Employee (the
"Employment Agreement").

         In fulfillment of the aforesaid provisions of the Employment Agreement,
the parties agree as follows:

         1. Grant of Restricted Stock. Under the Company's 1998 Stock Incentive
         Plan, as amended (the "Plan"), the Company hereby grants to the
         Employee, subject to the terms and conditions herein set forth, four
         thousand three hundred (4,300) shares of the Company'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) Restrictions and Lapse of Restrictions. The Restricted
         Stock shall be subject to the Employee's continued employment by the
         Company or a parent or subsidiary corporation (the "Restrictions"),
         which shall lapse according to the following schedule as of the stated
         yearly anniversaries of the date hereof (each an "Anniversary Date"):

                     Anniversary          Unrestricted
                         Date              Percentage
                    ---------------      ---------------

                    First                        50%

                    Second                       50%



<PAGE>   33

         Notwithstanding the foregoing, upon the occurrence of an Accelerating
         Event (as defined in Section 4(a) of the Employment Agreement), all
         Restrictions shall lapse upon the date of such Accelerating Event.

         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
         Company or a parent or subsidiary corporation is terminated by the
         Company for Cause (as defined in Section 3(b) of the Employment
         Agreement) or by the Employee without Good Reason (as defined in
         Section 3(c) of the Employment Agreement).

         4. Dividends/Distributions. The Company 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 Company 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 Company, at the
         appropriate time, of shares of the Company's Common Stock from the
         Restricted Stock in a number sufficient, based upon the fair market
         value (as defined below) of such Common Stock on the relevant date, 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 Company'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.




                                       2
<PAGE>   34

         6. Delivery of Certificates. The Company 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 Company'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 Company's counsel shall determine as necessary or
         advisable, and (iii) receipt by the Company 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 Company. The Federal and State courts located
         in the United States of America are hereby given jurisdiction to render
         judgment upon, and to enforce, each arbitration award, and the parties
         hereby expressly consent and submit to the jurisdiction of such courts.

         8. Miscellaneous.

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

                  (b) This Agreement and Section 12 of 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.



                                       3
<PAGE>   35

                  (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, addressed as follows:

                If to the Employee to:       If to the Company to:
                ---------------------        --------------------

                John D. McPherson            Florida East Coast Industries, Inc.
                137 Circle Ridge Drive       One Malaga Street
                Hinsdale, IL  60521          St. Augustine, FL 32084
                Facsimile:  630/323-9855     Attention:  Treasurer
                                             Facsimile:  904/396-4042

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

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

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

                  (f) The Employee's or the Company's failure to insist upon
         strict compliance with any provision hereof or any other provision of
         this Agreement or the failure to assert 

                                       4
<PAGE>   36

         any right the Employee or the Company 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  /s/ Robert W. Anestis
                                         ---------------------------------------
                                            Chairman and Chief Executive Officer



Agreed and Accepted:

/s/ John D. McPherson
--------------------------------
JOHN D. McPHERSON




                                       5
<PAGE>   37









                       SUPPLEMENTAL STOCK OPTION AGREEMENT

                                     between

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       and

                                JOHN D. McPHERSON











                                                                February 2, 1999





<PAGE>   38

         THIS AGREEMENT, dated February 2, 1999 between Florida East Coast
Industries, Inc. (the "Company"), and John D. McPherson (the "Employee") is made
pursuant to the provisions of Section 2(b)(vi) of that certain Employment
Agreement of even date herewith between the Company and the Employee (the
"Employment Agreement").

         In fulfillment of the aforesaid provisions of the Employment Agreement,
the parties agree as follows:

                  1. Non-Statutory Option. Under the Company's 1998 Stock
         Incentive Plan, as amended (the "Plan"), the Company hereby grants the
         Employee a non-statutory option ("NSO") to purchase from the Company
         50,000 shares of the Company's Common Stock. The exercise price of the
         NSO is $27.4375 per share, being the fair market value of the Company's
         Common Stock on the date hereof.

                  2. Shareholder Approval. The NSO is granted subject to
         shareholder approval of the First Amendment to the Plan dated October
         1, 1998, which approval shall be sought by the Company at the next
         meeting of shareholders following grant of this NSO.

                  3. Entitlement to Exercise the NSO. The grant of the NSO is
         subject to the following terms and conditions:

                               (a) Vesting. The NSO shall vest and become
                  exercisable immediately upon the earlier of (i) the first date
                  as of which the average closing price of a share of the
                  Company's Common Stock over twenty (20) consecutive trading
                  days is not less than Fifty Dollars ($50.00); (ii) the
                  occurrence of an Accelerating Event (as defined in Section
                  4(a) of the Employment Agreement); or (iii) February 2, 2004.


<PAGE>   39

                               (b) Exercise Period. Except as otherwise stated
                  in this Agreement, the vested portion of the NSO may be
                  exercised, in whole or in part, from the dates described in
                  subsections (a) above until the earliest of (i) February 2,
                  2009, (ii) two years following the effective date that the
                  Employee's employment terminates by reason of an Accelerating
                  Event (as defined in Section 4(a) of the Employment Agreement)
                  or normal retirement (as determined under any retirement plan
                  of the Company), (iii) the effective date that the Employee
                  terminates employment for any other reason (but in no event
                  earlier than two years following accrual of Change in Control
                  Entitlement (as defined in Section 5(b) of the Employment
                  Agreement)).

                               (c) Exercise Following Death. If the Employee
                  dies while employed by the Company or a parent or subsidiary
                  corporation and at a time when any portion of the NSO is
                  vested and exercisable, then the person to whom the Employee's
                  rights under the NSO shall have passed by will or by the laws
                  of distribution may exercise any of the vested and exercisable
                  portion of the NSO within two years after the Employee's
                  death.

                  4. Payment Under NSO. Payment of the NSO price may be made in
         cash, in shares of the Company's Common Stock, or in any combination
         thereof. If shares of the Company's Common Stock are delivered to make
         any such payment, the shares shall be valued at the fair market value
         (as defined below) thereof on the date of exercise of the NSO. For
         purposes of this Agreement, "fair market value" means, as of any given
         date, the closing price of the Company'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.

                  5. Limited Transferability of NSO. The NSO is not transferable
         (other than by will or by the laws of descent and distribution) and,
         except as otherwise stated in this Agreement, may be exercised during
         the Employee's lifetime only by the Employee.



                                       2
<PAGE>   40

                  6. Adjustments. The NSO shall be equitably adjusted with
         respect to the exercise price to reflect any extraordinary distribution
         made with respect to the Company's Common Stock during the term of the
         options. In the event of a capital adjustment resulting from a stock
         dividend, stock split, reorganization, merger, consolidation, spinoff,
         a combination or exchange of shares or other transaction having a
         similar substantive effect, the number of shares of stock subject to
         the NSO and the exercise price shall be equitably adjusted.

                  7. Exercise. The vested portion of the NSO may be exercised in
         whole or in part, but only with respect to whole shares of the
         Company's Common Stock and may be exercised more than once until all
         shares which are subject to the NSO have been purchased. An NSO may be
         exercised by delivery to the Company of written notice stating the
         number of shares elected to be purchased, and by payment to the Company
         as described in paragraph 4.

                  8. Withholding. By signing this Agreement, the Employee agrees
         to make arrangements satisfactory to the Company to comply with any
         income tax withholding requirements that may apply upon the exercise of
         the NSO or the disposition of the Company's Common Stock received upon
         the exercise of the NSO. The Employee will be entitled to elect to
         satisfy his tax withholding obligation by the withholding by the
         Company, at the appropriate time, of shares of the Company's Common
         Stock otherwise issuable to the Employee under this Agreement in a
         number sufficient, based upon the fair market value (as defined above)
         of such Common Stock on the relevant date, to satisfy such tax
         withholding requirements.

                  9. Delivery of Certificates. The Company may delay delivery of
         the certificate for shares purchased pursuant to the exercise of an NSO
         until (i) the admission of such shares to listing on any stock exchange
         on which the Company'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 Company's counsel shall
         determine as 



                                       3
<PAGE>   41

         necessary or advisable, and (iii) receipt by the Company of advice by
         counsel that all applicable legal requirements have been complied with.

                  10. 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 Company. 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.

                  11. 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 and Section 12 of 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, 



                                       4
<PAGE>   42

         return receipt requested, postage prepaid, or by telecopier, or by
         courier, addressed as follows:

              If to the Employee to:         If to the Company to:
              ---------------------          --------------------
              John D. McPherson              Florida East Coast Industries, Inc.
              137 Circle Ridge Drive         One Malaga Street
              Hinsdale, IL  60521            St. Augustine, FL 32084
              Facsimile:  630/323-9855       Attention:  Treasurer
                                             Facsimile:  904/396-4042

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

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

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

                           (f) The Employee's or the Company'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 Company may have hereunder, shall not be



                                       5

<PAGE>   43

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


                                     FLORIDA EAST COAST INDUSTRIES, INC.



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



Agreed and Accepted:

/s/ John D. McPherson
--------------------------------
JOHN D. McPHERSON



                                       6